Common use of Purchaser Representations and Warranties Clause in Contracts

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers Seller as of the date hereof and as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. (a) the Purchaser is a limited liability company corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware, and is qualified and in good standing to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on its business as presently conducted or on its ability to enter into this Agreement and to consummate the transactions contemplated hereby; 2. (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s 's ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the SellersSeller, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. (f) except as previously disclosed to the Purchaser in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge best of the Purchaser's knowledge, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser or would reasonably be expected to materially and adversely affect the Purchaser’s 's ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;.

Purchaser Representations and Warranties. The In connection with the purchase and sale of the Shares, each Purchaser hereby represents and warrants warrants, severally and not jointly, to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) Trust that: 1. (a) Such Purchaser understands that the Shares are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws and such Purchaser is acquiring the Shares as principal for its own account and not with a limited liability company duly organizedview to or for the purpose of distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities law, validly existing has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares in good standing violation of the Securities Act or any applicable state securities law. (b) Each Purchaser severally represents that it (a) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the laws Securities Act, (b) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment and made such informed decision to so invest, (c) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (d) understands the terms of and risks associated with the purchase of the State Shares, including a lack of Delaware;liquidity, pricing availability and risks associated with the industry in which the Trust operates, (e) has had the opportunity to review the Disclosure Documents (as defined below) and such other disclosure regarding the Trust, its business and its financial condition as such Purchaser has determined to be necessary or relevant in connection with the purchase of the Shares, and has carefully reviewed such disclosure and (f) has had a full opportunity to ask such questions and make such inquiries concerning the Trust, its business and its financial condition as such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries. 2. the (c) Such Purchaser has full corporate power to own its propertyright, to carry on its business as presently conducted power, authority and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability capacity to enter into this Agreement and to consummate the transactions contemplated hereby; 4. hereby and has taken all necessary action to authorize the execution, delivery and performance by the Purchaser of this Agreement. Eagle Point, in its capacity as agent and/or investment manager of each Purchaser, is duly authorized and empowered to execute this Agreement and the consummation on behalf of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5each Purchaser. this This Agreement has been duly and validly authorized, executed and delivered by the or on behalf of each Purchaser and, assuming due authorization, execution and delivery by the Sellers, this Agreement constitutes a valid and binding obligation of the such Purchaser enforceable against it such Purchaser in accordance with its terms terms. (subject d) Such Purchaser understands that nothing in this Agreement or any other materials presented to applicable bankruptcy Purchaser in connection with the purchase and insolvency laws and other similar laws affecting the enforcement sale of the rights Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of creditors generally); andShares. 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (e) Such Purchaser is not (i) with respect currently subject to any sanctions administered by the Office of Foreign Assets Control of the transactions contemplated by this Agreement U.S. Treasury Department (“OFAC”), the European Union, the United Kingdom, or the United Nations or any other relevant sanctions authority or (ii) with respect located, organized or resident in a country or territory that is subject to sanctions by OFAC or any other relevant sanctions authority; and such Purchaser will knowingly use funds from any payment made pursuant to the terms of the Shares, or lend, contribute or otherwise make available such funds to any subsidiary, joint venture partner or other matter which in person or entity, for the judgment purpose of financing the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect activities of any person currently subject to any order of U.S. sanctions administered by OFAC or any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;other relevant sanctions authority.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s 's ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s 's ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, Seller that as of the date so specified) thathereof: 1. the (a) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware;formation. 2. the (b) Purchaser has full corporate all requisite power and authority to own its propertyexecute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to carry on its business as presently conducted deliver hereunder, if any (collectively, the "Purchaser Closing Documents"), and to enter into perform, carry out and perform its obligations under this Agreement; 3consummate the transactions contemplated hereby and thereby. the execution The execution, delivery and delivery by the Purchaser performance of this Agreement and the other Purchaser Closing Documents have been duly authorized by all necessary corporate action on the part of the Purchaser; . This Agreement does, and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the when executed by Purchaser, except those conflictsthe other Purchaser Closing Documents shall, breaches or defaults which would not reasonably be expected to have a material adverse effect on constitute the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the executionlegal, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation obligations of the Purchaser enforceable against it Purchaser in accordance with its terms (subject to applicable bankruptcy and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplementregulatory or administrative agency, there are no actions, suits commission or proceedings tribunal pending or, to the best knowledge of the Purchaser, threatened against the PurchaserPurchaser which, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would Purchaser, could reasonably be expected to materially and adversely affect interfere in any material respect with the Purchaser’s ability of Purchaser to perform its obligations under this Agreement; . (d) Purchaser has such knowledge and the Purchaser is not experience in default with respect to any order of any court, administrative agency, arbitrator or governmental body financial and business matters so as to materially be capable of evaluating the merits and adversely affect risks of its investment in Equity and it is purchasing such interest for investment for its own account with no present intention of distributing such investment or any interest therein. With respect to a violation of a representation or warranty of Purchaser (whether contained in this Agreement or made pursuant hereto) discovered by Seller after the transactions contemplated by this Agreement;Closing, such representations and warranties of Purchaser shall survive the Closing for a period of six (6) months.

Purchaser Representations and Warranties. The Each Purchaser hereby represents and warrants to the Sellers Company as of the Closing Date (or if otherwise specified below, as of the date so specified) thatfollows: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the (a) Such Purchaser has the full corporate power and authority to own its property, to carry on its business as presently conducted execute and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into deliver this Agreement and to consummate perform all of its obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the transactions contemplated hereby;Purchased Securities. 4(b) The Purchased Securities are being acquired for such Purchaser’s own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities Laws. (c) Such Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased Securities. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Securities. (d) Such Purchaser is able to bear the economic risk of its investment in the Purchased Securities for an indefinite period of time because the Purchased Securities have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser: (i) understands and acknowledges that the Purchased Securities being issued to such Purchaser have not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to such Purchaser or the fairness of the terms of its investment in the Purchased Securities. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Securities and has had full access to such other information concerning the Company as has been requested. (f) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, and the execution, delivery and performance by the Purchaser of this Agreement by such Purchaser does not and the consummation will not conflict with, violate or cause a breach of any agreement, Contract or instrument to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subject. (g) Such Purchaser became aware of the transactions contemplated hereby do not require offering of the consent Purchased Securities other than by means of general advertising or approval ofgeneral solicitation. (h) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the giving Private Fund Investment Advisers Registration Act of notice to, the registration with, 2010 and any applicable rules or the taking of any other action in respect of, any state, federal regulations or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser andacknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, assuming due authorizationAS AMENDED (THE “ACT”), execution and delivery by OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” (j) Such Purchaser has access to committed capital from such Purchaser’s stakeholders or otherwise has sufficient funds to fulfill its obligations to purchase the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it Purchased Securities in accordance with its the terms (subject hereof, including to applicable bankruptcy and insolvency laws and other similar laws affecting pay the enforcement of the rights of creditors generally); and 6Purchase Price. except as previously disclosed in the Prospectus Supplement, there There are no actions, suits circumstances or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would conditions that could reasonably be expected to materially and adversely affect prevent or substantially delay the availability of such funds on or before the Funding Date. Any call or request for capital or other funding demand (a “Capital Call”) required to be made by such Purchaser has been or will be made in compliance with the partnership or other agreement or governing documents of such Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect . Subject to any order lock-up or other similar agreement that may apply to the Purchased Shares as may be specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, the Company, upon surrender of certificates containing such legend, shall, at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any court, administrative agency, arbitrator or governmental body so such securities as to materially and adversely affect which the transactions contemplated by this Agreement;requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend.

Purchaser Representations and Warranties. The Each Purchaser hereby represents and warrants warrants, with respect to itself only, to the Sellers Company as of the Closing Date (or if otherwise specified below, as of the date so specified) thatfollows: 1. the (a) Each Purchaser which is a partnership, corporation, limited liability company or other business entity, has been duly organizedformed, validly existing and is in good standing under the laws of the State its jurisdiction of Delaware; 2. the Purchaser formation, has full corporate all requisite power to own its property, to carry on its business as presently conducted and to enter into authority and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by has taken all necessary corporate action on required for the part of the Purchaser; and neither the execution and delivery of this Agreementdue authorization, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and any other agreements or instruments executed in connection herewith and the consummation of the transactions contemplated hereby do herein, and has not require been organized, reorganized or recapitalized specifically for the consent or approval of, purposes of investing in the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or madeCompany; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming (b) Assuming due authorization, execution and delivery by the SellersCompany of each of this Agreement and the Security Agreement, each of this Agreement and the Security Agreement constitutes a the legal, valid and binding obligation of the Purchaser such Purchaser, enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency other laws and other similar laws of general applicability affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, and subject to the knowledge qualification that the remedy of the Purchaser, threatened against the Purchaser, before specific enforcement or by injunctive relief is discretionary with any court, administrative agency, arbitrator or governmental body court for which proceedings therefor may be brought; (c) Such Purchaser (i) has been advised and understands that the Securities have not been registered under the Securities Act, on the basis that no distribution or public offering of the Securities is to be effected except in compliance with respect applicable securities laws and regulations or pursuant to an exemption therefrom, and that, in this connection, the Company is relying in part on the representations of the Purchaser set forth in this Section 6; (ii) acknowledges that the Securities will be “restricted securities” within the meaning of such term under the Securities Act, with the result that they may be resold without registration under the Securities Act only in certain limited circumstances; and (iii) represents that it is familiar with Rule 144 under the Securities Act as currently in effect, and is familiar with the resale restrictions imposed thereby and by the Securities Act; (d) Such Purchaser has been further advised and understands that no public market now exists for any of the securities issued by the Company and that a public market may never exist for the Securities; (e) Such Purchaser is purchasing the Securities for investment purposes, for its own account and not with a view to, or for sale in connection with, any distribution thereof in violation of Federal or state securities laws; (f) Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and, by reason of its business or financial experience, such Purchaser has the capacity to protect its own interest in connection with the transactions contemplated by this Agreement or hereunder; (iig) with respect to any other matter which in the judgment Such Purchaser is aware of the Purchaser if determined adversely Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Purchaser would reasonably Securities; provided, however, that nothing in this Section 6(g) shall be expected deemed to materially vitiate or limit the representations, warranties and adversely affect covenants of the Purchaser’s ability to perform its obligations under Company contained in this Agreement; and ; (h) No Person has or will have, as a result of the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions transaction contemplated by this Agreement;, any right, interest or claim against or upon the Company for any commission, fee or other compensation as a finder or broker because of any act or omission by such Purchaser; and (i) Purchaser’s investment decisions are made by Persons who have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment.

Purchaser Representations and Warranties. 4.1 The Purchaser hereby represents and warrants to to, and covenants with the Sellers as of Vendor, and acknowledges that the Vendor is relying on such representations, warranties and covenants in entering into this Agreement that: (a) on the Closing Date (or if otherwise specified below, as and following receipt of conditional approval of the date so specifiedSale by the Exchange, the Purchaser will be eligible to acquire and hold the Assets and carry on the business as an exploration stage mining company; (b) that: 1. the Purchaser is a limited liability company duly organized, validly existing and reporting issuer in good standing under in the laws provinces of British Columbia and Ontario, and its subsidiary SALICO is in good standing in the State country of DelawareChile; 2. (c) the Common Shares are listed on the Exchange, the Purchaser has full corporate power to own is in substantial compliance with its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreementlisting agreement with the Exchange; 3. (d) the execution Purchase Shares to be issued to the Vendor hereunder will be fully-paid and delivery by non- assessable shares in the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement capital of the Purchaser, except free of all restrictions on trading other than those conflictsrequired by applicable securities law or by the Exchange as set out in Section 6 hereof; (e) there are no material liabilities, breaches contingent or defaults otherwise, of the Purchaser which would have not reasonably be expected been disclosed in its public filings available on SEDAR or in writing to have a material adverse effect on the Vendor, and the Purchaser has not guaranteed, or agreed to guarantee, any debt, liability or other obligation of any person, firm or corporation; (f) the Purchaser’s ability to enter into this Agreement continuous disclosure documents as publicly filed by it on SEDAR are true and to consummate correct in all material respects, and do not contain any misrepresentations (as that term is defined in the transactions contemplated herebySecurities Act (British Columbia); 4. the execution, delivery and performance by (g) the Purchaser has not discharged or satisfied or paid any lien or encumbrance or obligation or liability, other than current liabilities in the ordinary course of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or madebusiness; 5. this Agreement has been duly executed (h) there is no other basis for and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no other actions, suits suits, judgments, investigations or proceedings outstanding or pending or, to the knowledge of the Purchaser, threatened against or affecting the Purchaser at law or in equity or before or by a federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency; (i) to the knowledge of the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order breach of any courtlaws, administrative agencyordinances, arbitrator statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it; (j) the Purchaser has not experienced, nor is it, to the knowledge of the Purchaser, aware of any occurrence or event which has had or might reasonably be expected to have, a materially adverse effect on the Purchaser’s business or the results of its operations; and (k) to the knowledge of the Purchaser, all tax returns and reports of the Purchaser required to be filed prior to the date hereof have been filed and are substantially true, correct and accurate, and all taxes and other governmental body so as charges have been paid or accrued in the Purchaser’s books. 4.2 The representations and warranties contained in Section 4.1 are provided for the exclusive benefit of the Vendor, and a breach of any one or more representations or warranties may be waived by the Vendor in whole or in part at any time without prejudice to materially its rights in respect of any other breach of the same or any other representation or warranty, and adversely affect the transactions contemplated by this Agreement;representations and warranties contained in Section 4.1 will survive the Closing Date for a period of two years.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, Seller that as of the date so specified) thathereof: 1. the (a) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware;formation. 2. the (b) Purchaser has full corporate all requisite power and authority to own its propertyexecute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to carry on its business as presently conducted deliver hereunder, if any (collectively, the "Purchaser Closing Documents"), and to enter into perform, carry out and perform its obligations under this Agreement; 3consummate the transactions contemplated hereby and thereby. the execution The execution, delivery and delivery by the Purchaser performance of this Agreement and the other Purchaser Closing Documents have been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement does, and when executed by Purchaser, the other Purchaser Closing Documents shall, constitute the legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. Neither the execution nor the delivery by Purchaser of this Agreement or the Purchaser Closing Documents nor the consummation of the transactions contemplated hereby shall violate any provision of Purchaser; and neither 's organizational documents. Except for Lender's Consent, no filings, approvals, authorization, consents, orders, permits or qualifications with, of or from any third parties are required to be made or obtained by Purchaser for the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser Closing Documents or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent hereby. (c) There is no action, suit or approval of, the giving of notice to, the registration with, proceeding before any court or the taking of any other action in respect of, any state, federal governmental or other governmental authority regulatory or administrative agency, except those consents, approvals, notices, registrations commission or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings tribunal pending or, to the best knowledge of the Purchaser, threatened against the Purchaser which, if deteitnined adversely to Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would could reasonably be expected to materially and adversely affect interfere in any material respect with the Purchaser’s ability of Purchaser to perform its obligations under this Agreement; and the . (d) Purchaser is not actively engaged in default the management, operation and/or franchising of thirty (30) or more limited service budget motels. With respect to a violation of a representation or warranty of Purchaser (whether contained in this Agreement or made pursuant hereto) discovered by Seller after the Closing, such representations and warranties of Purchaser shall survive the Closing for a period of one (1) year, subject to the terms of Section 2.05(c), and Seller's remedies in connection with the breach thereof shall expire upon the first anniversary of the Closing; provided, however, that such one year period shall be deemed tolled for a violation if a claim has been made in writing by Purchaser to Seller with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially such violation within such one year period and adversely affect the transactions contemplated by this Agreement;a lawsuit for such claim has been filed within 60 days after such one year period.

Purchaser Representations and Warranties. The Purchaser hereby represents makes the following representations and warrants warranties to the Sellers Seller which shall be true and correct in all material respects as of the Closing Effective Date and as of each Purchase Date (or if otherwise specified belowexcept to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of the date so specifiedsuch earlier date): (a) that: 1. the Purchaser is a limited liability company duly organizedformed, validly existing and in good standing under the laws of the State jurisdiction of Delaware; 2. its organization and is in good standing with every Regulatory Authority having jurisdiction over the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser activities of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which where the failure to do so would not reasonably be expected to have a material adverse effect Material Adverse Effect with respect to Purchaser. (b) Purchaser has all requisite power and authority to purchase and own the Purchased Loans, own its properties, carry on the Purchaser’s ability to enter into its business as and where now being conducted, execute and deliver this Agreement Agreement, perform all its obligations hereunder, and to consummate carry out the transactions contemplated hereby;. This Agreement has been duly and validly executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable Insolvency Laws. 4. (c) Purchaser will not be rendered Insolvent by the consummation of the transactions contemplated hereby. (d) No license, permit, consent, approval, authorization, registration, filing or order of any court or governmental or Regulatory Authority is required for the execution, delivery and performance by the Purchaser of of, or compliance by Purchaser with, this Agreement and Agreement, or the consummation of the transactions contemplated hereby do not require hereby, or if any such consent, approval, authorization, registration, filing or order is required, either Purchaser has obtained the consent same or approval ofwill obtain it. (e) The consummation of the transactions contemplated by this Agreement, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by of this Agreement and compliance with the Sellers, constitutes a valid and binding obligation terms of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body this Agreement do not (i) conflict with, result in a breach of or constitute a default under, and are not prohibited by, Purchaser’s operating agreement or other agreement relating to its organization or any Governmental Authorizations or (ii) except as would not reasonably be expected to have a Material Adverse Effect with respect to Purchaser, conflict with, result in a breach of or constitute a default under, and are not prohibited by, any Governmental Authorizations or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which it is a party. (f) There is no litigation or action at law or in equity pending against Purchaser and no proceeding or investigation of any kind is pending by any federal, state or local governmental or administrative body against Purchaser, in each case, that (i) would reasonably be expected to have a Material Adverse Effect with respect to Purchaser, (ii) asserts the invalidity of this Agreement or any Purchased Loans, (iii) seeks to prevent the consummation of any of the transactions contemplated by this Agreement Agreement, or (iiiv) with respect to seeks any other matter which in the judgment of the Purchaser if determined determination or ruling that would adversely to the Purchaser would reasonably be expected to and materially and adversely affect the Purchaser’s ability to perform Purchased Loans or the performance by Purchaser of its obligations under this Agreement; . (g) The execution, delivery and performance of this Agreement by Purchaser does not violate Applicable Law, except to the Purchaser is extent such violation would not in default reasonably be expected to have a Material Adverse Effect with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;Purchaser.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) Company that: 1. the (a) Purchaser (i) is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the State of Delaware; 2. the Purchaser has full corporate requisite power to own its property, to carry on its business as presently conducted and authority to enter into and perform its obligations under this Agreement;. 3(b) Purchaser has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and the Warrant and otherwise to carry out its obligations hereunder and thereunder. the Purchaser’s execution and delivery by the Purchaser of this Agreement and the Warrant and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Purchaser, and no further corporate action is required by Purchaser, its board of directors or its shareholders. This Agreement has been duly executed and delivered by Purchaser, and assuming the due execution and delivery of the same by the Company, this Agreement shall constitute the valid and legally binding obligation of Purchaser; , enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and neither similar Laws affecting creditors generally and by Laws relating to the availability of equitable remedies and to general equitable principles. As of the Closing, the Warrant will be duly executed and delivered by Xxxxxxxxx, and assuming the due execution and delivery of the same by the Company, the Warrant shall constitute the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors generally and by Laws relating to the availability of equitable remedies and to general equitable principles. (c) Assuming the accuracy of the representations and warranties of the Company in this Agreement, the execution and delivery of this Agreement, nor the purchase of the Purchased Securities and the compliance by Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein contemplated hereby, nor compliance with the provisions hereof, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the provisions property or assets of Purchaser pursuant to the terms of (i) any material indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Purchaser is a party or by which Purchaser is bound or to which any of the property or assets of Purchaser is subject; (ii) the organizational documents of Purchaser; or (iii) any statute or any judgment, order, rule or regulation of any law, governmental rule, regulation, judgment, decree or order binding on the Governmental Authority having jurisdiction over Purchaser or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have, individually or in the certificate aggregate, a Purchaser Material Adverse Effect. For purposes of formation this Agreement, a “Purchaser Material Adverse Effect” means an event, change, development, occurrence, condition or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which effect with respect to Purchaser that would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. , including the execution, delivery and performance by the Purchaser of this Agreement and the consummation purchase of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5Purchased Securities. this Agreement has been duly executed and delivered by the (d) Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any understands that the sale of the transactions contemplated by this Agreement Purchased Securities is made pursuant to and in reliance upon Regulation S and acknowledges and agrees that it is not a U.S. Person (as defined in Regulation S) or a United States person (as defined in Section 7701(a)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)), is acquiring the Purchased Securities in an offshore transaction in reliance on Regulation S, and has received all the information that it considers necessary and appropriate to decide whether to acquire the Purchased Securities hereunder, (ii) is acquiring the Purchased Securities only for its own account and not for the account of others, (iii) is not acquiring the Purchased Securities with respect to a view to, or for offer or sale in connection with, any other matter which distribution thereof in the judgment violation of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;Securities Act.

Purchaser Representations and Warranties. The 5.2.1. Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the Purchaser that it is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser has full corporate power to own , with its property, to carry on its principal place of business as presently conducted and to enter into and perform its obligations under indicated in the first paragraph of this Agreement;. 35.2.2. Purchaser represents and warrants that the execution execution, delivery and delivery by the Purchaser performance of this Agreement by Purchaser and all instruments and documents to be delivered by Purchaser hereunder: (a) are within the corporate power of Purchaser; (b) have been duly authorized by all necessary or proper corporate action on the part action; (c) are not in contravention of any provision of the certificate of incorporation or bylaws of Purchaser; and neither the execution and delivery (d) will not violate any law or regulation or any order or decree of this Agreementany court of governmental instrumentality; (e) will not conflict with, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in constitute a breach of, or constitute in any way violate the terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which Purchaser is a default under, party or by which Purchaser or any of its property is bound, to the provisions of extent any lawsuch conflict, governmental rule, regulation, judgment, decree breach or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which violation would not reasonably be expected to have a material adverse effect on the Purchaser’s financial condition of Purchaser or on the ability of Purchaser to enter into this Agreement perform its obligations hereunder; and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby (f) do not require any filing or registration with or the consent or approval of, the giving of notice toany governmental body, the registration withagency, authority or the taking of any other action in respect ofperson, which has not been made or obtained previously (excluding (i) any statefilings under the HSR Act, federal and (ii) any filings Purchaser may desire to make with the United States Copyright Office, Patent and Trademark Office or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5agency to reflect its acquisition of title to certain intellectual property assets hereunder). this This Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a legal, valid and binding obligation of the Purchaser Purchaser, enforceable against it Purchaser in accordance with its terms (subject to terms, except as such enforceability may be limited by applicable bankruptcy and insolvency laws and other similar laws affecting creditors' rights generally or by the enforcement availability of equitable remedies. 5.2.3. The rights, preferences, privileges and restrictions of the rights of creditors generally); and 6. except Shares are as previously disclosed stated in the Prospectus Supplement, there are no actions, suits or proceedings pending or, Restated Certificate of Incorporation of the Purchaser (the "Restated Certificate") attached as Exhibit B to the knowledge Purchase Agreement. The shares of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect 's Common Stock to any be issued upon conversion of the transactions contemplated by Shares (the "Conversion Shares") have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Restated Certificate, the Shares and the Conversion Shares will be duly and validly issued, fully paid and nonassessable, and will be free of any preemptive rights, liens, encumbrances or (ii) with respect other restrictions on transfer; provided, however, that the Shares and the Conversion Shares may be subject to any other matter which restrictions on transfer under state and/or federal securities laws as set forth in the judgment Purchase Agreement as otherwise required by such laws at the time a transfer is proposed. The representations of Purchaser as to its capitalization set forth in Section 3.2 of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated Purchase Agreement are hereby incorporated by this Agreement;reference.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers Seller as of the date hereof and as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. (a) the Purchaser is a limited liability company duly organizedformed, validly existing and in good standing under the laws of the State of Delaware, and is qualified and in good standing to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on its business as presently conducted or on its ability to enter into this Agreement and to consummate the transactions contemplated hereby; 2. (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s 's ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the SellersSeller, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. (f) except as previously disclosed to the Purchaser in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge best of the Purchaser's knowledge, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which which, in the judgment of the Purchaser Purchaser, if determined adversely to the Purchaser Purchaser, would reasonably be expected to materially and adversely affect the Purchaser’s 's ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers Seller that as of the Closing Effective Date (or if otherwise specified below, and as of the date so specified) thatClosing: 1. the 7.2.1 Purchaser is a limited liability company duly organized, organized and validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to conduct business in the State of California; 2. the 7.2.2 Purchaser has full corporate the requisite power to own its property, to carry on its business as presently conducted and authority to enter into and carry out the terms of this Agreement and the execution, performance and delivery hereof and of all other agreements and instruments referred to herein to be executed, performed or delivered by Purchaser. Neither the execution of this Agreement, nor the performance by Purchaser of its obligations under this Agreement will result in any breach or violation of the terms of any Applicable Law, rule, ordinance, or regulation or of any decree, judgment or order now in effect from any court or governmental body. There are no consents, waivers, authorizations or approvals from any third party necessary to be obtained by Purchaser in order to perform its obligations under this Agreement. The execution and delivery of this Agreement and performance by Purchaser of its obligations under this Agreement will not conflict with or result in a breach or default (or constitute an event which, with the giving of notice or the passage of time, or both, would constitute a default) under any instrument to which Purchaser is a party or by which Purchaser or any of its assets may be bound; 7.2.3 This Agreement is a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, or other similar laws affecting the rights of creditors generally; 7.2.4 Neither Purchaser nor any members of Purchaser are named on OFAC's List and Purchaser and its members are in compliance with the regulations of OFAC (including those named on OFAC's List) and any statute, executive order or other governmental action relating thereto. Purchaser is not a target of Sanctions and shall not directly or indirectly transfer any of its interest in this Agreement to a target of Sanctions. Purchaser is not in violation of AML Laws or Anti-Corruption Laws; 7.2.5 Purchaser is not a party to any pending or, to Purchaser's Knowledge, threatened action, suit, proceeding or investigation, at law or in equity or otherwise, in, for or by any court or governmental board, commission, agency, department or officer, in each case that would, if Purchaser were to receive an adverse ruling thereunder, materially adversely affect Purchaser's ability to perform its obligations under this Agreement; 37.2.6 No bankruptcy, insolvency, reorganization, or similar action or proceeding, whether voluntary or involuntary, is pending, or, to Purchaser's Knowledge, has been threatened in writing, against Purchaser. Purchaser has not caused, suffered or consented to the execution and delivery by the appointment of a receiver, trustee, administrator, conservator, liquidator or other similar official in any federal, state, or foreign judicial or non-judicial proceedings to hold, administer and/or liquidate all or substantially of Purchaser's assets. Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaserhas not admitted in writing its inability to pay its debts as they come due; and neither the execution and delivery of and 7.2.7 Other than as set forth in this Agreement, nor the Purchaser is not required to obtain prior authorization from any federal or state regulatory agency for Purchaser's consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;Transaction.

Purchaser Representations and Warranties. The Each Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified belowSeller, as of the date so specified) thathereof and as of the Closing Date, as follows: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the (a) Such Purchaser has full corporate all legal capacity, requisite power and authority to own its propertyexecute, to carry on its business as presently conducted and to enter into deliver and perform its obligations under this Agreement;. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Purchaser and shall constitute the legal, valid and binding obligation of such Purchaser enforceable against it in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws. 3. the execution (b) The execution, delivery and delivery performance by the such Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation by such Purchaser of the transactions herein contemplated hereby, nor compliance with the provisions hereof, hereby and thereby will not (i) conflict with or result in a breach ofwith, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Purchaser is a party, (ii) conflict with and will not be constrained by any prior business relationship, agreement or understanding and such Purchaser does not possess confidential information arising out of any current or prior relationship which, in such Purchaser’s best judgment, would be utilized in connection with the provisions Assets in contravention of any policy or agreement relating to such confidential information or (iii) result in a violation of any law, governmental rule, regulation, judgmentorder, judgment or decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the (including federal and state securities laws) applicable to such Purchaser, except those for such conflicts, breaches defaults, rights or defaults violations which would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Purchaser’s ability of such Purchaser to enter into this Agreement perform its obligations hereunder. (c) Purchasers solely possess of all worldwide right, title and interest in and to consummate the transactions contemplated hereby; 4Assets, free and clear of all any and all Liens, claims, encumbrances, preemptive rights, right of first refusal and adverse interests of any kind, including, without limitation, any and all patents, patent applications, copyrights, and trade secret rights associated therewith, to the extent that they exist, pertaining thereto. Purchasers own, validly licenses or otherwise has the executionright to use, delivery all intellectual property (the “Intellectual Property Rights”), on an exclusive basis, which are material to ownership and performance by the Purchaser of this Agreement and the consummation operation of the transactions contemplated hereby do not require Assets. Schedule 4(c) sets forth a description of all Intellectual Property Rights that are material to the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed operation and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation ownership of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6Assets taken as a whole. except as previously disclosed in the Prospectus Supplement, there No claims are no actions, suits or proceedings pending or, to the knowledge of the PurchaserPurchasers, threatened against that the PurchaserPurchasers are infringing or otherwise adversely affecting the rights of any Person with regard to any Intellectual Property Rights. To the knowledge of the Purchasers, before or by any court, administrative agency, arbitrator or governmental body (i) no Person is infringing the rights of the Purchasers with respect to any of Intellectual Property Rights. (d) Such Purchaser shall execute assignment documents for recordation in the transactions contemplated United States Copyright Office and/or United States Patent and Trademark Office, and any foreign copyright office and/or foreign patent and trademark office, as necessary, assigning to Seller, such Purchaser’s worldwide right, title and interest in and to the Assets, including, any and all copyright registrations or applications and/or patents or patent applications pertaining thereto. (e) Such Purchaser has all right and authority to transfer the Assets to Seller under this Agreement, and all worldwide right, title and interest in and to the Assets and associated proprietary rights are by this Agreement transferred to Seller free and clear of all Liens. (f) No agreement, license, contract or other rights have been granted by any Purchaser to any third Person which conflict with the rights being granted to Seller herein. (g) Such Purchaser understands that the Notes and any shares of Common Stock issuable upon conversion thereof have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or an exemption from such registration is available. (h) Such Purchaser (a) is a sophisticated person with respect to the purchase of the Notes; (b) has adequate information concerning the business and financial condition of Seller to make an informed decision regarding the Asset Transfer and the purchase of the Notes; and (c) has independently and without reliance upon Seller, and based on such information as such Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Such Purchaser has relied upon Seller's express representations, warranties and covenants in this Agreement. Such Purchaser acknowledges that Seller has not given such Purchaser any investment advice, credit information or opinion on whether the purchase of the Notes is prudent. (i) Such Purchaser is purchasing the Notes solely for its own account and not with a view to the distribution or resale of the Notes or its rights thereunder except pursuant to a registration statement declared effective under, or an exemption from the registration requirements of, the Securities Act. (j) Such Purchaser is an “accredited investor” (as defined in Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transaction contemplated herein, and it is able to bear the economic risk of such purchase. (k) Such Purchaser understands that the Notes are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that Seller is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Notes. (l) Such Purchaser and its advisors, if any, have been furnished with copies of materials relating to the business, finances and operations of Seller and materials relating to the offer and exchange of the Notes, which have been requested by such Purchaser. Such Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of Seller. Such Purchaser understands that its investment in the Notes involves a high degree of risk. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Notes. (m) Such Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Notes or the fairness or suitability of the investment in the Notes nor have such authorities passed upon or endorsed the merits of the offering of the Notes. (n) Such Purchaser understands that the Purchased Notes and the shares of Common Stock issuable upon conversion thereof, shall bear the legends set forth in Sections 5(c) of the Securities Purchase Agreement and such legends shall not be removed except in accordance with Sections 5(d) of the Securities Purchase Agreement. (o) Such Purchaser acknowledges that (i) Seller currently may have, and later may come into possession of information with respect to the Company that is not known to such Purchaser and that may be material to a decision to purchase the Notes in exchange for the Asset Transfer (“Purchaser Excluded Information”), (ii) such Purchaser has determined to purchase the Purchased Notes notwithstanding its lack of knowledge of Purchaser Excluded Information, if any, and (iii) Seller shall have no liability to such Purchaser, and such Purchaser waives and releases any claims that it might have against Seller, whether under applicable securities laws or otherwise, with respect to any other matter which the nondisclosure of Purchaser Excluded Information, if any, in the judgment connection with such Purchaser's purchase of the Notes for in exchange for the Asset Transfer in accordance herewith; provided, however, that Purchaser Excluded Information, if determined adversely to the Purchaser would reasonably be expected to materially any, shall not and adversely does not affect the Purchaser’s ability to perform its obligations under truth or accuracy of the representations or warranties of Seller in this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;.

Purchaser Representations and Warranties. The As of the Closing Date, Purchaser hereby represents and warrants to to, and covenants with the Sellers Company and Servicer as of the Closing Date (or if otherwise specified below, as of the date so specified) thatfollows: 1. the (a) Purchaser is a limited liability company savings bank duly organized, validly existing existing, and in good standing under the laws of the State of Delaware; 2. the Purchaser has full corporate Texas with all requisite power and authority to own and operate its property, properties and to carry on its business as presently conducted now conducted. (b) Purchaser has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and all other agreements and instruments to be delivered by Purchaser in connection with the transactions contemplated hereby. This Agreement has been, and will on the Closing Date be, duly executed and delivered by Purchaser. This Agreement and all documents to be executed by Purchaser pursuant hereto are, or when executed, will be, the valid, binding and enforceable agreement of Purchaser. (c) Pursuant to this Agreement Purchaser acknowledges that in connection with its purchase of the Mortgage Loans that it is to receive at or prior to the Closing Date the Mortgage Files and any other documents required to be delivered under this Agreement; 3. the execution Purchaser represents and delivery warrants that its retention of such Mortgage Files shall be in accordance with all applicable policies and procedures promulgated by the Federal Deposit Insurance Corporation. Neither Purchaser nor any of this Agreement have been duly authorized by all necessary corporate action on its affiliates, assignees, successors or any other related party will in any way attempt to, now or in the part future, finance or refinance any of the Purchaser; and neither the Mortgage Loans. (e) The execution and delivery of this AgreementAgreement by Purchaser, nor and the consummation performance by Purchaser of the transactions herein contemplated hereby, nor compliance with the provisions hereofits obligations hereunder, will not violate or conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser breach (either alone or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, with the giving of notice to, and/or the registration with, or the taking passage of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made;time) under Purchaser’s organizational documents. 5. this Agreement (f) Purchaser has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body not (i) made a general assignment for the benefit of its creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition in bankruptcy by Purchaser’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, (iv) suffered the attachment or other judicial seizure of all or substantially all of Purchaser’s assets, or (v) admitted in writing its inability to pay its debts as they become due. (g) The Purchaser represents to and agrees with the Company that the Purchaser is a sophisticated buyer and has made, independently and without reliance on the Company, its own analysis of the Mortgagors and the Mortgage Loan Documents, and it has received such additional documents and information (including any confidential information) as it has deemed necessary for such purpose, and it shall continue to make its own decisions with respect to any the purchase of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;Mortgage Loans without such reliance.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, Seller as of the date so specified) thatof this Agreement and each Closing Date with respect to each Aircraft as follows: 1. the (a) Purchaser is a limited liability company corporation duly organizedincorporated, validly existing existing, and in good standing under the laws Laws of the State of Delaware; 2. Delaware and has the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and authority to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the (b) Purchaser of this Agreement have been duly authorized by has taken, or caused to be taken, all necessary corporate action on the part of the Purchaser; and neither to authorize the execution and delivery of this AgreementAgreement and the performance of its obligations thereunder, nor and this Agreement constitutes the consummation legal, valid, and binding obligation of the transactions herein contemplated herebyPurchaser, nor compliance enforceable against Purchaser in accordance with the provisions hereofits terms, will conflict with except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or result similar Laws and subject to general principles of equity (regardless of whether such enforceability is considered in a breach of, proceeding in equity or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated herebyat Law); 4. the execution, (c) The execution and delivery and performance by the Purchaser of this Agreement Agreement, the performance by Purchaser of its obligations hereunder, and the consummation by Purchaser of the transactions contemplated hereby do not and will not (a) violate or conflict with any provision of the Certificate of Incorporation or By-Laws of Purchaser, or (b) violate any Law applicable to or binding on it; and (d) The execution and delivery by Purchaser of this Agreement, the performance by Purchaser of its obligations hereunder, and the consummation by Purchaser of the transactions contemplated hereby do not and will not require the consent or approval of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of, of (a) any state, federal trustee or other governmental authority or agencyholder of any Debt of Purchaser and (b) any Government Entity, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by than the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation filing of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) FAA Filed Documents with respect to any of each Aircraft (and the transactions contemplated by this Agreement or (ii) registrations with the International Registry with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; each Aircraft) and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially related Financing Statements (and adversely affect the transactions contemplated by this Agreement;UCC continuation statements periodically).

Purchaser Representations and Warranties. The Purchaser hereby Each Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company as follows (as to itself only): (a) The Purchaser (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Securities, and has had the opportunity to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Securities (neither such inquiries nor any other due diligence investigation conducted by such Purchaser shall modify, limit or otherwise affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement); (ii) is acquiring the Securities to be acquired by it hereunder in the ordinary course of its business and for its own account or the account of another accredited investor for investment only and not with a view to the Sellers as resale or distribution of any part thereof in violation of the Closing Date Securities Act, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws; nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities for any period of time; (iii) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or if solicit any offers to buy, purchase or otherwise specified below, as acquire or take a pledge of) any of the date so specifiedSecurities except in compliance with the Securities Act and any applicable state securities laws; (iv) that: 1. has, in connection with its decision to purchase the Securities to be issued and sold to such Purchaser, relied solely upon the Private Placement Memorandum (as defined below), including the Incorporated Documents (as defined below) and the representations and warranties of the Company contained herein, and (v) understands that its investment in the Securities involves a significant degree of risk including a risk of total loss of Purchaser’s investment, and the Purchaser is a fully aware of and understands all the risk factors related to the Purchaser’s purchase of the Securities, including, but not limited liability company duly organizedto, validly existing and in good standing those set forth under the laws of caption “Risk Factors” in the State of Delaware;Private Placement Memorandum (as defined below) and those set forth in any document incorporated by reference in the Private Placement Memorandum (the “Incorporated Documents”). 2. the (b) The Purchaser has full corporate all requisite power and authority to own its property, to carry on its business as presently conducted execute and to enter into deliver this Agreement and perform its obligations under this the Registration Rights Agreement; 3. the execution and delivery by the Purchaser ; each of this Agreement have and the Registration Rights Agreement has been duly authorized by all necessary corporate action on the part Purchaser. Assuming that each of this Agreement and the Registration Rights Agreement is the valid and binding agreement of each of the parties thereto, other than the Purchaser; and neither the execution and delivery , each of this Agreement, nor Agreement and the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in Registration Rights Agreement constitutes a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order valid and binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (c) The Purchaser understands that the Securities are “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, and that under such laws and applicable regulations such securities may be resold, pledged or transferred without registration under the Securities Act only in certain limited circumstances. (d) The Purchaser understands that, except those conflictsas provided below, breaches the Securities will bear a legend to the following effect: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR UNDER THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (e) The Purchaser understands that no United States federal or defaults which would not reasonably be expected to state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have a material adverse effect on such authorities passed upon or endorsed the merits of the offering of the Securities. (f) The Purchaser’s principal executive offices are in the jurisdiction set forth immediately below the Purchaser’s ability signature on the signature page hereto. (g) The Purchaser is an “accredited investor” (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act) or a “qualified institutional buyer” as defined in Rule 144A. (h) Since the earlier of (a) such time as such Purchaser was first contacted by the Company or any other person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to enter into this Agreement and to consummate the date hereof, neither such Purchaser nor any affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration withSecurities, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (z) is subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplementsuch Purchaser’s review or input concerning such affiliate’s investments or trading (collectively, there are no actions“Trading Affiliates”) has, suits directly or proceedings pending orindirectly, effected or agreed to the knowledge of the Purchasereffect any short sale, threatened whether or not against the Purchaserbox, before or by established any court“put equivalent position” (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934, administrative agency, arbitrator or governmental body (ias amended) with respect to any the common stock of the transactions contemplated by this Agreement Company (the “Common Stock”), granted any other right (including, without limitation, any put or (iicall option) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default Common Stock or with respect to any order security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the date on which the initial Registration Statement is declared effective by the Commission or (iii) the date on which the initial Registration Statement is required to be declared effective by the Commission under the terms of the Registration Rights Agreement, such Purchaser shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Purchaser acknowledges that the representations, warranties and covenants contained in this Section 5(h) are being made for the benefit of the Purchasers as well as the Company and that each of the other Purchasers shall have an independent right to assert any claims against such Purchaser arising out of any court, administrative agency, arbitrator breach or governmental body so as to materially and adversely affect violation of the transactions contemplated by provisions of this Agreement;Section 5(h).

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to Seller as of the Sellers Effective Date and again as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the a. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State state of Delaware; 2. its organization, and Purchaser is authorized to transact business in the state in which the property is located and Purchaser has full corporate power and authority to own its propertyexecute, to carry on its business as presently conducted and to enter into deliver and perform its obligations under this Agreement as well as under the closing documents as described herein; b. there is no litigation pending or judgments outstanding or threatened in writing against Purchaser and Purchaser has not received written notice of, and is not otherwise aware of, any pending or threatened claims, actions, suits, arbitrations, proceedings or investigations by or before any court or arbitration body, any governmental, administrative or regulatory authority, or any other body, which would affect the ability of Purchaser to complete the transactions contemplated in this Agreement; 3. c. neither Purchaser nor its partners, members, officers, directors, investors, or shareholders, nor any of their respective affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations, or narcotics traffickers, including those persons or entities designated as a Specially Designated National pursuant to the execution and delivery Executive Order 13224 of the President of the United States dated as of September 23, 2001, as amended, or that appear on the Annex to the Executive Order or are included on any relevant lists maintained by the Purchaser Office of this Agreement have been duly authorized by all necessary corporate action on the part Foreign Assets Control of the United States Department of Treasury, United States Department of State, or any other United States governmental agency, as amended from time to time (“Government List”). Neither Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with any person controlling or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the controlled by Purchaser, except those conflictsis a country, breaches territory, individual or defaults which would not reasonably be expected entity named on a Government List, and, to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate actual knowledge, the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of monies used in connection with this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) amounts committed with respect to any of the transactions contemplated by this Agreement were not and are not derived from any activities that contravene any applicable anti-money laundering or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator anti-bribery laws or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;regulations.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to Seller that as of the Sellers date hereof and as of the Closing Date (or if otherwise specified below, as of the date so specified) thatDate: 1. (a) Purchaser and any Affiliate it may designate to hold the Purchaser is a limited liability company Licenses are duly organized, validly existing and in good standing under the laws of the State state of Delawareits organization; 2. the (b) Purchaser has full corporate power and authority to own its propertyexecute, to carry on its business as presently conducted and to enter into deliver and perform its obligations under this Agreement; 3. (c) the execution execution, delivery and delivery by the Purchaser performance of this Agreement have been duly and validly authorized and approved by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into ; (d) this Agreement and to consummate the transactions contemplated hereby; 4. the executionis a legal, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser Purchaser, enforceable against it in accordance with its terms (subject terms, except to the extent enforcement may be limited by applicable bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and insolvency laws and other similar laws of general applicability affecting the enforcement of the rights of creditors generallyand general principals of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); (e) the execution, delivery and performance of this Agreement by Purchaser and the consummation by Purchaser and its Affiliates of the transactions contemplated by this Agreement will not result in a default under or breach of, or require the consent, authorization or approval of, or any registrations or filings with or notices to, any Person (i) in order to comply with the governing documents of Purchaser; andor (ii) under any law or order to which Purchaser is subject, except for (x) any notices required to be filed under the HSR Act with either the DOJ or the FTC, (y) any notice to, or any approvals of, the DOJ, in consultation with any relevant plaintiff state, required under the DOJ Consent Decree or otherwise, or (z) any transfer applications or other filings to be filed with, or any approvals of, the FCC; 6. except as previously disclosed (f) there is no outstanding judgment, order, writ, injunction, decree or award of any arbitrator, court or governmental authority against Purchaser or any of its Affiliates which questions the validity of any action taken or to be taken pursuant to this Agreement or in the Prospectus Supplementwhich it is sought to restrain or prohibit such transactions or to obtain damages or other relief in connection with this Agreement; (g) there is no litigation, there are no actionsarbitration, suits investigation or proceedings other proceeding of or before any arbitrator, court or governmental authority pending or, to the knowledge of the Purchaser, threatened against Purchaser or any of its respective Affiliates which questions the Purchaservalidity of any action taken or to be taken pursuant to this Agreement or in which it is sought to restrain or prohibit such transactions or to obtain damages or other relief in connection with this Agreement; (h) neither Purchaser nor its Affiliates or representatives has entered into any agreement or understanding that will result in any obligation of or claim against Seller, before or by any courtof its Affiliates to pay any finder’s fee, administrative agency, arbitrator brokerage commission or governmental body similar payment in connection with the transactions contemplated hereby; (i) with respect Purchaser and any Affiliate it may designate to any of hold the transactions contemplated by this Agreement or Licenses, are legally qualified to (i) receive and hold the Licenses to be acquired hereby, and (ii) with respect receive any authorization or approval from any governmental authority necessary for it to acquire any other matter which such License; (j) Transferred Assets will be used as part of a viable, ongoing business engaged in the judgment provision of mobile wireless services, as contemplated by the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this AgreementGoverning Regulatory Documents; and the and (k) Purchaser is acquiring the Newco Membership Interest for its own account and not with a view towards, or for resale in default with respect connection with, the public sale or distribution thereof, except pursuant to any order of any court, administrative agency, arbitrator sales registered or governmental body so as exempted under the Securities Act. (l) Purchaser has sufficient financial resources to materially and adversely affect pay the transactions contemplated by this Agreement;Estimated Purchase Price at Closing in the manner specified in Section 3(b). Purchaser has sufficient financial resources to operate the Business after the Closing Date.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of Company the Closing Date (or if otherwise specified below, as of the date so specified) thatfollowing: 1. the (a) The Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser Delaware and has full corporate power and authority to own its property, to carry on conduct its business as presently conducted and as proposed to be conducted by it and to enter into and perform its obligations under set forth in this Agreement;Agreement and to carry out the transactions contemplated hereby. The Purchaser has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Company. 3. the execution (b) The execution, delivery and delivery by the Purchaser performance of this Agreement have been duly authorized by all necessary corporate action on the part of by the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this This Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (terms, subject to applicable (i) the effect of any bankruptcy and insolvency laws and other or similar laws affecting the enforcement creditors’ rights generally and (ii) general principles of equity, regardless of whether a matter is considered in a proceeding in equity or at law. The execution of, and consummation of the rights transactions contemplated by, this Agreement and compliance with its provisions by the Purchaser will not violate, conflict with or result in any breach of creditors generallyany of the terms, conditions or provisions of, or constitute a default under, or require a consent or waiver under, (i) its Articles of Incorporation or Bylaws (each as amended to the date hereof); and 6. except as previously disclosed , (ii) any material indenture, lease, agreement or other instrument to which the Purchaser is a party or by which it or any of its material properties is bound, or (iii) any decree, judgment, order, statute, rule or regulation applicable to the Purchaser, which in the Prospectus Supplementcase of clause (ii) or (iii) would have a material adverse effect on (x) the business, there are condition (financial or otherwise), results of operations, assets, liabilities or properties of the Purchaser and its subsidiaries taken as a whole or (y) on the timely consummation of the transactions contemplated hereby (a "Purchaser Material Adverse Effect"). No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, (i) any Governmental Authority or (ii) any other person is required for the execution, delivery and performance by the Purchaser of this Agreement, except where the failure to obtain or make any such consent, approval, authorization or order of, or filing, registration, qualification, license or permit would not reasonably be expected to result in a Purchaser Material Adverse Effect. (c) There is no actions, suits proceeding pending against the Purchaser or proceedings pending any of its Affiliates or, to the knowledge of the Purchaser’s knowledge, threatened against the Purchaserthat in any manner challenges or seeks, before or by any courtreasonably could be expected, administrative agencyto prevent, arbitrator enjoin, alter or governmental body (i) with respect to materially delay any of the transactions contemplated by this Agreement or Agreement. (iid) with respect Immediately after giving effect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;hereby, neither the Purchaser nor any of its Affiliates will collectively "beneficially own" (as such term is used in Rule 13d-3 under the Exchange Act) more than 5% of the issued and outstanding shares of Common Stock (assuming the continuing accuracy of the disclosures set forth in the Current 10-Q of the number of shares of Common Stock outstanding and issuable upon the conversion, exchange or exercise of all securities convertible into, exchangeable for or exercisable for the purchase of Common Stock).

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of that the Closing Date (or if otherwise specified below, statements set forth in this Annex 6.2. are true and correct as of the date so specified) that: 1hereof or as of such other date as is expressly stated below. The scope and content of each representation and warranty and any liability shall be exclusively defined by the provisions of the Agreement, which provisions form an integral part of such representations and warranties. The Purchaser is a limited liability company (__________ [insert the company form in the language of its incorporation]) duly organized, incorporated and validly existing and in good standing under __________ law with the laws of the State of Delaware; 2. the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and authority to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement and to carry out the transactions contemplated hereby. Such transactions have been duly authorized authorised by all necessary corporate action on the part of the Purchaser; Purchaser and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding Agreement has been duly executed on the Purchaser or its properties or the certificate of formation or limited liability company agreement behalf of the Purchaser. There is no action, except those conflictssuit, breaches investigation or defaults which would not reasonably be expected proceeding pending, or to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate Knowledge, as of the date hereof, threatened against the Purchaser before any court or arbitrator or any governmental body, agency or official which in any manner challenges or prevents the transactions contemplated hereby; 4. the execution, delivery The execution and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent no prior approval by or approval offiling with any governmental body, the giving of notice to, the registration with, public agency or the taking of any other action in respect of, any state, federal official or other governmental authority third party, save only for __________ [reference to regulatory clearance, if any]. The Purchaser is not insolvent or agencyover-indebted and no insolvency proceedings have been initiated or rejected because of a lack of assets and no circumstances exist which would justify the initiation of such insolvency proceedings. [optional] The Purchaser has (a) received binding, except those consentsunconditional and irrevocable financing commitment from __________ and (b) executed a bank loan agreement with __________, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement dated __________ such that it has been duly executed and delivered by the Purchaser sufficient immediately available funds to meet its obligations hereunder and, assuming due authorizationin particular, execution to pay the Purchase Price. True and delivery by the Sellers, constitutes a valid and binding obligation complete copies of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy financing commitment and insolvency laws and other similar laws affecting the enforcement excerpts of the rights of creditors generally); and 6. except as previously disclosed in loan agreement including the Prospectus Supplement, there are no actions, suits or proceedings pending or, signature page have been delivered to the knowledge of the Purchaser, threatened against the Purchaser, before Seller prior to this Agreement30. The Purchaser has no obligation or by liability to pay any court, administrative agency, arbitrator fees or governmental body (i) commissions to any broker or finder with respect to any of the transactions contemplated by this Agreement for which the Seller or any of its Affiliates (iiincluding prior to Closing the Group Companies) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect could become liable. To the Purchaser’s ability to perform its obligations Knowledge at the date hereof, there exist no claims nor any grounds for a claim against the Seller under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;article 6.1.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of Company the Closing Date (or if otherwise specified below, as of the date so specified) thatfollowing: 1. the (a) The Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser Delaware and has full corporate power and authority to own its property, to carry on conduct its business as presently conducted and as proposed to be conducted by it and to enter into into, deliver and perform its obligations under this Agreement;set forth in the Transaction Documents and to carry out the transactions contemplated hereby and thereby. The Purchaser has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Company. 3. (b) The execution, delivery and performance of the execution and delivery by the Purchaser of this Agreement Transaction Documents have been duly authorized by all necessary corporate action on the part of by the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement Each Transaction Document has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (terms, subject to applicable (i) the effect of any bankruptcy and insolvency laws and other or similar laws affecting the enforcement creditors’ rights generally and (ii) general principles of equity, regardless of whether a matter is considered in a proceeding in equity or at law. The execution of, and consummation of the rights transactions contemplated by, the Transaction Documents and compliance with its provisions by the Purchaser will not violate, conflict with or result in any breach of creditors generallyany of the terms, conditions or provisions of, or constitute a default under, or require a consent or waiver under, (i) its Articles of Incorporation or Bylaws (each as amended to the date hereof); and 6. except as previously disclosed , (ii) any material indenture, lease, agreement or other instrument to which the Purchaser is a party or by which it or any of its material properties is bound, or (iii) any decree, judgment, order, statute, rule or regulation applicable to the Purchaser, which in the Prospectus Supplementcase of clause (ii) or (iii) would have a material adverse effect on the timely consummation of the transactions contemplated hereby. No consent, there are approval, authorization or order of, or filing, registration, qualification, license or permit of or with, (i) any Governmental Authority or (ii) any other person is required for the execution, delivery and performance by the Purchaser of this Agreement, except where the failure to obtain or make any such consent, approval, authorization or order of, or filing, registration, qualification, license or permit would not reasonably be expected to result in a material adverse effect on the timely consummation of the transactions contemplated hereby. (c) There is no actions, suits proceeding pending against the Purchaser or proceedings pending any of its Affiliates or, to the knowledge of the Purchaser’s knowledge, threatened against the Purchaserthat in any manner challenges or seeks, before or by any courtreasonably could be expected, administrative agencyto prevent, arbitrator enjoin, alter or governmental body (i) with respect to materially delay any of the transactions contemplated by this Agreement. (d) The Purchaser acknowledges that it has reviewed the SEC Documents and this Agreement or (the “Disclosure Materials”) and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other matter which in the judgment investigation conducted by or on behalf of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely or its representatives or counsel shall modify, amend or affect the Purchaser’s ability right to perform its obligations under this Agreement; rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained herein. The Purchaser acknowledges and agrees that the fact that the Company is seeking to effect the offer and sale of the Shares hereunder may constitute material non-public information and disclosure of such information or use of such information by the Purchaser or anyone receiving such information from the Purchaser in connection with the purchase, sale or trade of the Company’s securities, or any hedging, derivative or similar transactions or activities involving the Company’s securities, may be a violation of securities laws. (e) The Purchaser has not within the past ninety (90) days (i) engaged in default any short selling or short sales “against the box” in the Company’s securities, (ii) established or increased any “put equivalent position” as defined in Rule 16(a)-1(h) under the Exchange Act with respect to the Company’s securities, or (iii) engaged in any order of purchase or sale, or made any courtoffer to purchase or offer to sell, administrative agencyderivative securities relating to the Company’s securities, arbitrator whether or governmental body so not issued by the Company, such as exchange traded options to materially and adversely affect purchase or sell the transactions contemplated by this Agreement;Company’s securities.

Purchaser Representations and Warranties. The Each Purchaser hereby individually represents and warrants to the Sellers Seller as follows: (a) That such Purchaser acknowledges that neither the Units, nor the Company Stock comprising the Units, may be transferred absent either an effective registration under the Securities Act or the availability of an exemption from the registration requirements of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the Securities Act and that such Purchaser is acquiring the Units solely for its own account, for investment purposes only and not with a view to resale or distribution. (b) This Agreement has been duly and validly executed and delivered by such Purchaser and, assuming the due execution and delivery thereof by the Seller, is a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited liability company duly organizedby bankruptcy, validly existing insolvency, reorganization, moratorium and in good standing under other similar laws affecting the laws rights of the State creditors generally and by general principles of Delaware;equity. 2. the (c) Such Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and authority to consummate the transactions contemplated hereby;by this Agreement, including, without limitation, to purchase, acquire and accept from the Seller all right, title and interest in and to the Company Stock to be acquired hereunder. 4. (d) None of the execution, execution or delivery and performance by the such Purchaser of this Agreement and Agreement, the performance by such Purchaser of its obligations hereunder or the consummation of the transactions contemplated hereby do not require (1) has resulted or will result (with or without notice, lapse of time or otherwise) in a breach of the consent terms or approval conditions of, the giving of notice toa default under, the registration a conflict with, or the taking acceleration of (or the creation in any person of any other action right to cause the acceleration of) any performance or any increase in respect ofany payment required by, or the termination, suspension, modification, impairment or forfeiture (or the creation in any stateperson of any right to cause the termination, federal suspension, modification, impairment or other governmental authority forfeiture) of any material rights or agencyprivileges of such Purchaser under (x) any Contract or any Judgment to which such Purchaser is a party or by or to which such Purchaser, except those consentsits properties or assets may be subject, approvalsbound or affected, noticesor (y) any applicable Law; or (2) has resulted or will result (with or without notice, registrations lapse of time or other actions as have already been obtainedotherwise) in the creation, given imposition, or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation foreclosure of or right to exercise or foreclose any lien or restriction of any nature whatsoever upon or in any of the Purchaser enforceable against it in accordance with its terms assets of such Purchaser. (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplemente) There is no Proceeding, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the such Purchaser’s ability knowledge, threatened, against such Purchaser relating to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;, nor is there any valid basis for such Proceeding known to such Purchaser. (f) Such Purchaser is not bound by or subject to any Contract with any person which will result in the Seller being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers Seller as of the date hereof and as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the (a) The Purchaser is a limited liability company duly organized, organized and validly existing and as a corporation in good standing under the laws of the State of Delaware;, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. 2. (b) The Purchaser is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Purchaser and the ability of the Purchaser to perform under this Agreement. (c) The Purchaser has the power and authority to execute and deliver this Agreement and to carry out its terms; the Purchaser has full corporate power and authority to own its property, purchase the property to carry on its business as presently conducted be purchased from the Seller and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser has duly authorized such purchase by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Purchaser by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the action. (d) The consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (iiwith or without notice or lapse of time) with respect a default under, the articles of incorporation or bylaws of the Purchaser, or any indenture, agreement or other instrument to any other matter which the Purchaser is a party or by which it is bound; nor result in the judgment creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Purchaser if determined adversely Purchaser's knowledge, any order, rule or regulation applicable to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;its properties.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers Seller and the Certificate Insurer as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. (a) the Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of DelawareCalifornia; 2. (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate articles of formation incorporation or limited liability company agreement by-laws of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the SellersSeller, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. (f) except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the Purchaser (a) It is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; that it has the State of Delaware; 2. the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and authority to enter into and perform its obligations under this Agreement; 3. ; and that the execution execution, delivery and delivery by the Purchaser performance of this Agreement have has been duly authorized by all necessary corporate action action. Purchaser covenants that during the Term it shall remain a duly organized and validly existing legal entity with authority to conduct business in its jurisdiction of formation, and shall have the power and authority to perform this Agreement; and (b) No suit, action, arbitration, legal, administrative or other proceeding is pending or, to the best of Purchaser’s knowledge, has been threatened against Purchaser that would affect the validity or enforceability of this Agreement or the ability of Purchaser to fulfill its commitments hereunder, or that would, if adversely determined, have a material adverse effect on the part of the Purchaser; and neither the execution and delivery ’s performance of this Agreement; and (c) The execution, nor the consummation delivery and performance of the transactions herein contemplated hereby, nor compliance with the provisions hereof, this Agreement by Purchaser will conflict with or not result in a breach of, default under or constitute a default underviolation of any Applicable Law, any of or the provisions of any lawauthorization or in a breach of, governmental ruledefault under or violation of any provision of its articles of incorporation or bylaws or any promissory note, regulationindenture or any evidence of indebtedness or security therefor, judgmentmaterial lease, decree material contract or order binding on the Purchaser other material agreement by which it or its properties or property is bound; and (d) To the certificate of formation or limited liability company agreement best knowledge of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation as of the transactions contemplated hereby do not require date hereof, no governmental approval or consent is required in connection with the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by of this Agreement or the Sellers, performance of the Purchaser of its obligations hereunder which the Purchaser has reason to believe that it will be unable to obtain in due course on or before the date required for Purchaser to perform such obligations; and (e) This Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against it Purchaser in accordance with its terms, except as the enforceability of such terms (subject to may be limited by applicable bankruptcy and bankruptcy, reorganization, insolvency laws and other or similar laws affecting the enforcement of the creditors’ rights of creditors generally); and 6. except as previously disclosed in (f) Purchaser has not entered, and will not after the Prospectus SupplementEffective Date enter, there are no actions, suits into any contracts or proceedings pending or, agreements with any other person regarding the provision of services at the Site contemplated to the knowledge of the Purchaser, threatened against the Purchaser, before or be provided by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by Seller under this Agreement which would impair or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaserlimit Seller’s ability to perform its obligations under this Agreement; and in accordance with the terms hereof; (g) Purchaser is in compliance in all material respects with all laws that relate to this Agreement in all material respects; and (h) Purchaser has fee simple title to the Site. Purchaser has the full right, power and authority to enter into the License Agreement. The License Agreement does not violate any law, ordinance, rule or other governmental restriction applicable to Purchaser or the Site and is not inconsistent with and will not result in a breach or default under any agreement by which Purchaser is bound or that affects the Site; and (i) All information provided by Purchaser to Seller, as it pertains to the Site’s physical configuration, Purchaser’s planned use of the Site, and Purchaser’s estimated electricity requirements, is accurate in all material respects; and (j) No electricity generated by the System will be used to heat a swimming pool. (k) Except for the payment required by Section 6.4, Seller shall not be responsible for any other payments or obligations with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially the Sustainable Energy and adversely affect the transactions contemplated by this Agreement;Economic Development Fund. warrants that:‌

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers Seller that as of the Closing Effective Date (or if otherwise specified below, and as of the date so specified) thatClosing: 1. the 7.2.1 Purchaser is a limited liability company duly organized, organized and validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to conduct business in the State of California; 2. the 7.2.2 Purchaser has full corporate the requisite power to own its property, to carry on its business as presently conducted and authority to enter into and carry out the terms of this Agreement and the execution, performance and delivery hereof and of all other agreements and instruments referred to herein to be executed, performed or delivered by Purchaser. Neither the execution of this Agreement, nor the performance by Purchaser of its obligations under this Agreement will result in any breach or violation of the terms of any Applicable Law, rule, ordinance, or regulation or of any decree, judgment or order now in effect from any court or governmental body. There are no consents, waivers, authorizations or approvals from any third party necessary to be obtained by Purchaser in order to perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the The execution and delivery of this Agreement, nor the consummation Agreement and performance by Purchaser of the transactions herein contemplated hereby, nor compliance with the provisions hereof, its obligations under this Agreement will not conflict with or result in a breach of, or default (or constitute a default underan event which, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, with the giving of notice to, or the registration withpassage of time, or the taking both, would constitute a default) under any instrument to which Purchaser is a party or by which Purchaser or any of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or madeits assets may be bound; 5. this 7.2.3 This Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes is a valid and binding obligation of the Purchaser Purchaser, enforceable against it Purchaser in accordance with its terms (terms, subject to the effect of applicable bankruptcy and insolvency laws and bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of the rights of creditors generally); and; 67.2.4 Neither Purchaser nor any members of Purchaser are named on OFAC’s List and Purchaser and its members are in compliance with the regulations of OFAC (including those named on OFAC’s List) and any statute, executive order or other governmental action relating thereto. except as previously disclosed Purchaser is not a target of Sanctions and shall not directly or indirectly transfer any of its interest in the Prospectus Supplement, there are no actions, suits this Agreement to a target of Sanctions. Purchaser is not in violation of AML Laws or proceedings Anti-Corruption Laws; 7.2.5 Purchaser is not a party to any pending or, to the knowledge of the Purchaser’s Knowledge, threatened against the Purchaseraction, before suit, proceeding or investigation, at law or in equity or otherwise, in, for or by any courtcourt or governmental board, administrative commission, agency, arbitrator department or governmental body (i) with respect officer, in each case that would, if Purchaser were to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to receive an adverse ruling thereunder, materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; 7.2.6 No bankruptcy, insolvency, reorganization, or similar action or proceeding, whether voluntary or involuntary, is pending, or, to Purchaser’s Knowledge, has been threatened in writing, against Purchaser. Purchaser has not caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or other similar official in any federal, state, or foreign judicial or non-judicial proceedings to hold, administer and/or liquidate all or substantially of Purchaser’s assets. Purchaser has not admitted in writing its inability to pay its debts as they come due; and the and 7.2.7 Other than as set forth in this Agreement, Purchaser is not in default with respect required to obtain prior authorization from any order federal or state regulatory agency for Purchaser’s consummation of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;Transaction.

Purchaser Representations and Warranties. The Each Purchaser hereby severally but not jointly represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, Company that as of the date so specified) thathereof: 1. (a) Purchaser has the full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and thereunder, and to purchase, acquire and accept delivery of its Purchaser Shares. (b) Its Purchaser Shares are being acquired for Purchaser’s own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities laws. (c) Purchaser will not make any sale, transfer or other disposition of the Purchaser Shares in violation of the 1933 Act, the 1934 Act, as amended, the rules and regulations promulgated thereunder or any applicable state securities laws. (d) Purchaser is sophisticated in financial matters and is able to evaluate the risks and benefits of an investment in the Purchaser Shares. Purchaser understands and acknowledges that such investment is a limited liability company duly organizedspeculative venture, validly existing involves a high degree of risk and is subject to complete risk of loss. Purchaser has carefully considered and has, to the extent Purchaser deems necessary, discussed with Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in good standing the Common Stock. (e) Purchaser is able to bear the economic risk of its investment in its Purchaser Shares for an indefinite period of time because its Purchaser Shares have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Purchaser: (i) understands and acknowledges that the Purchaser Shares being issued to Purchaser have not been registered under the 1933 Act, nor under the securities laws of any state, nor under the laws of any other country and (ii) recognizes that no public agency has passed upon the State accuracy or adequacy of Delaware;any information provided to Purchaser or the fairness of the terms of its investment in its Purchaser Shares. 2. the (f) Purchaser has full corporate power had an opportunity to own its property, to carry on its business as presently conducted ask questions and to enter into receive answers concerning the terms and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part conditions of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation offering of the transactions herein contemplated herebyCommon Stock and has had full access to such other information concerning the Company as has been requested. (g) This Agreement constitutes the legal, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any valid and binding obligation of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflictsenforceable in accordance with its terms, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement by Purchaser does not and the consummation will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Purchaser is a party or any judgment, order or decree to which Purchaser is subject. (h) Purchaser became aware of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation offering of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and Shares other similar laws affecting the enforcement than by means of the rights of creditors generally); andgeneral advertising or general solicitation. 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (j) Purchaser acknowledges that the certificates for its Purchaser Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE COMPANY MAY REQUEST A WRITTEN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH AN OFFER, SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.” Subject to any lock-up or other similar agreement that may apply to the Purchaser Shares, the requirement that the Purchaser Shares contain the legend set forth in clause (j) above shall cease and terminate upon the earlier of (i) when such shares are transferred pursuant to Rule 144 under the transactions contemplated by this Agreement 1933 Act or (ii) with respect to when such shares are transferred in any other matter transaction if the transferor delivers to the Company a written opinion of counsel (which opinion and counsel shall be reasonably satisfactory to the Company) to the effect that such legend is no longer necessary in order to protect the judgment Company against a violation by it of the Purchaser if determined adversely 1933 Act upon any sale or other disposition of such shares without registration thereunder. Upon the consummation of an event described in (i) or (ii) above, the Company, upon surrender of certificates containing such legend, shall, at its own expense, deliver to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order holder of any court, administrative agency, arbitrator or governmental body so such shares as to materially and adversely affect which the transactions contemplated by this Agreement;requirement for such legend shall have terminated, one or more new certificates evidencing such shares not bearing such legend.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers Seller as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. (a) the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. (b) the Purchaser has full corporate limited liability company power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate limited liability company action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the SellersSeller, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. (f) except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;

Purchaser Representations and Warranties. The In connection with the purchase and sale of the Shares, Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) Company that: 1. the (a) Purchaser is a limited liability company duly organizedacquiring the Shares for Purchaser’s account and with no view to the distribution thereof. Purchaser has no present intent, validly existing and in good standing under the laws agreement, understanding or arrangement to sell, assign or transfer all or any part of the State Shares, or any interest therein, to any other person. (b) Purchaser (i) in connection with its decision to purchase the Shares, relied only upon the Base Prospectus (as hereinafter defined), the Company’s other filings with the U.S. Securities and Exchange Commission (the “Commission”), the Prospectus Supplement (as defined below), and the representations and warranties of Delaware;the Company contained herein; and (ii) has, without limiting the generality of the foregoing, obtained and read copies of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Commission on March 5, 2020, and the Company’s Current Report on Form 8-K filed on March 5, 2020 (such filings, the “Disclosure Package”). Further, Purchaser acknowledges that the Prospectus Supplement was made available to Purchaser before this Agreement (or any contractual obligation of Purchaser to purchase the Shares) will be deemed to be effective. 2. the (c) Purchaser has full corporate power to own its propertyright, to carry on its business as presently conducted power, authority and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability capacity to enter into this Agreement and to consummate the transactions contemplated hereby; 4. hereby and has taken all necessary action to authorize the execution, delivery and performance by the Purchaser of this Agreement Agreement, and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it Purchaser in accordance with its terms terms. (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed d) Purchaser understands that nothing in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which materials presented to Purchaser in connection with the judgment purchase and sale of the Shares constitutes legal, tax or investment advice. Purchaser if determined adversely to the Purchaser would reasonably be expected to materially has consulted such legal, tax and adversely affect the Purchaser’s ability to perform investment advisors as it, in its obligations under this Agreement; and the Purchaser is not sole discretion, has deemed necessary or appropriate in default connection with respect to any order its purchase of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;Shares.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers each Seller as of the Closing Date (or if otherwise specified below, as of the date so specified) thatfollows: 1. the (a) Purchaser is a limited liability company an entity duly organized, organized and validly existing and in good standing under the laws of the State jurisdiction of Delaware;its formation. 2. (b) Purchaser understands that, the Debenture and the New Debentures have not been and are not being registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or an exemption from such registration is available. (c) Purchaser has full corporate all requisite power and authority to own its propertyexecute, to carry on its business as presently conducted and to enter into deliver and perform its obligations under this Agreement;. This Agreement has been duly and validly authorized, executed and delivered on behalf of Purchaser and shall constitute the legal, valid and binding obligation of Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. 3. the execution (d) The execution, delivery and delivery performance by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation by Purchaser of the transactions herein contemplated hereby, nor compliance with the provisions hereof, hereby will conflict with or not (a) result in a breach ofviolation of the organizational documents of Purchaser, (b) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of the provisions termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Purchaser is a party, or (c) result in a violation of any law, governmental rule, regulation, judgmentorder, judgment or decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the (including federal and state securities laws) applicable to Purchaser, except those in the case of clauses (b) and (c) above, for such conflicts, breaches defaults, rights or defaults violations which would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Purchaser’s ability of Purchaser to perform its obligations hereunder. (e) Purchaser (a) is a sophisticated person with respect to the sale of the Debentures and the New Debentures; (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Debentures and the New Debentures; and (c) has independently and without reliance upon the Sellers, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement Agreement, except that Purchaser has relied upon each Seller’s express representations, warranties and to consummate covenants in this Agreement. Purchaser acknowledges that neither Seller has given Purchaser any investment advice, credit information or opinion on whether the transactions contemplated hereby; 4. purchase of the execution, delivery and performance by the Purchaser of this Agreement Debentures and the consummation of the transactions contemplated hereby do not require the consent New Debentures is prudent. (f) There is no action, suit, claim, proceeding, inquiry or approval ofinvestigation before or by any court, the giving of notice topublic board, the registration with, government agency or the taking of any other action in respect of, any state, federal self-regulatory organization or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings body pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the affecting Purchaser if determined adversely to the Purchaser would that could reasonably be expected to materially and adversely have a material adverse affect on the Purchaser’s ability of Purchaser to perform its obligations under this Agreement; hereunder. (g) Purchaser is purchasing the Debentures and the New Debentures solely for its own account and not with a view to the distribution or resale of the Debentures and the New Debentures or its rights thereunder except pursuant to a registration statement declared effective under, or an exemption from the registration requirements of, the Securities Act. (h) Purchaser is not an "accredited investor" (as defined in default with respect Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transaction contemplated herein, and it is able to bear the economic risk of such purchase. (i) Purchaser understands that the Debentures and the New Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws. (j) Purchaser understands that the New Debentures shall bear appropriate restrictive legends. (k) Purchaser has taken no action that would give rise to any order of claim by any courtperson for brokerage commissions, administrative agency, arbitrator finder's fees or governmental body so as similar payments relating to materially and adversely affect this Agreement or the transactions contemplated by this Agreement;hereby.

Purchaser Representations and Warranties. The Purchaser hereby acknowledges, represents and warrants to the Sellers Seller as of the Closing Date (or if otherwise specified below, as of the date so specified) thatfollows: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the (a) Purchaser has full corporate the legal power and competence to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under execute this Agreement;. 3. (b) Purchaser has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the execution merits and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part risks of the Purchaser; 's investment in the Company Common Stock. (c) Purchaser is acquiring the shares of Company Common Stock hereunder for Purchaser's own account, for investment only and neither not with a view to, or any present intention of, effecting a distribution of such shares or any part thereof. (d) Purchaser has no need for liquidity in this investment, has the execution and delivery ability to bear the economic risk of this Agreementinvestment, nor and at the consummation present time and in the foreseeable future can afford a complete loss of this investment. (e) Purchaser is an "accredited investor" as that term is defined in Rule 501 promulgated under the transactions herein contemplated herebySecurities Act of 1933, nor compliance with as amended (the provisions hereof, will conflict with "1933 Act"). (f) Purchaser acknowledges that the shares of Company Common Stock purchased hereunder have not been registered under the 1933 Act or result in a breach of, or constitute a default under, any of the provisions securities laws of any lawstate or other jurisdiction and cannot be disposed of unless they are subsequently registered under the 1933 Act and any applicable state laws or unless an exemption from such registration is available. (g) Purchaser has been given the opportunity to ask questions and receive answers concerning the financial condition, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate operations and prospects of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement NutraMax and the consummation terms and conditions of Purchaser's investment, as well as the transactions contemplated hereby do not require opportunity to obtain any additional information necessary to verify the consent or approval of, the giving accuracy of notice to, the registration with, or the taking of any other action information furnished in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending orconnection therewith, to the knowledge extent Purchaser has considered necessary to make a decision to invest in the shares of Company Common Stock and has availed himself of this opportunity to the Purchaser, threatened against the Purchaser, before full extent desired. (h) No representations or by any court, administrative agency, arbitrator or governmental body (i) warranties have been made to Purchaser with respect to this investment other than the representations of Seller set forth herein and Purchaser has not relied upon any of the transactions contemplated by representation or warranty not provided herein in making this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;investment.

Purchaser Representations and Warranties. The Each Purchaser hereby represents and warrants to the Sellers as of the Closing Date Company that (or if otherwise specified below, as of the date so specifieda) that: 1. the Purchaser it is a limited liability company duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware; 2. the Purchaser organization, (b) it has full corporate right, power to own its property, to carry on its business as presently conducted and authority to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part each of the Purchaser; Transaction Documents to which it is a party, and neither that all corporate, limited liability company or partnership, as applicable, action required to be taken for the due and proper authorization, execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement such Transaction Documents and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation Transaction Documents has been validly taken, (c) each of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Transaction Documents to which it Purchase Agreement is a party has been duly executed and delivered by the such Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and legally binding obligation agreement of the such Purchaser enforceable against it such Purchaser in accordance with its terms (subject to terms, except as may be limited by applicable bankruptcy and insolvency laws bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law), (d) it is not a party to any contract, agreement or understanding other than this Agreement with any person that would give rise to a valid claim against the enforcement Company or its subsidiaries for a brokerage commission, finder's fee or like payment in connection with the sale of the rights of creditors generally); and 6. Securities, except as previously disclosed in the Prospectus Supplementcontemplated by this Agreement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (e) it is either (i) with respect to any an "accredited investor," within the meaning of Rule 501 promulgated by the transactions contemplated by this Agreement Commission under the Securities Act or (ii) a Qualified Institutional Buyer ("QIB") as defined in Rule 144A under the Securities Act ("Rule 144A"), (f) it is acquiring the Securities to be purchased by it or issued to it, as the case may be, under this Agreement for its own account, for investment, and not with respect a view to or for sale in connection with any other matter which distribution of such Securities in violation of the registration provisions of the Securities Act or the rules and regulations promulgated under the Securities Act, (g) it is aware that it must bear the economic risk of such investment for an indefinite period of time since the statutory basis for exemption from registration under the Securities Act would not be present if such representation meant merely that the present intention of such Purchaser is to hold these securities for a deferred sale or for any fixed period in the judgment future and (h) it can afford to bear such economic risk and can afford to suffer the complete loss of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations investment under this Agreement; . Each Purchaser acknowledges that the Notes are "restricted securities" under the federal securities laws, have not been registered under the Securities Act or any state securities or blue sky laws and may not be sold except pursuant to an effective registration statement under the Securities Act or any exemption from registration under the Securities Act and applicable state securities laws. Each Purchaser is not further acknowledges that each Note shall include the restrictive legends set forth in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially the Indenture and adversely affect each Share shall include the transactions contemplated by this Agreement;restrictive legends set forth on Exhibit G.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) Seller that: 1. the : Purchaser is a limited liability company duly organized, validly existing and in good standing statutory corporation established under the laws of the State of Delaware; 2. the Purchaser Law and has full all requisite corporate power and authority to own or lease and operate its property, properties and to carry on its business as presently now being conducted and as proposed to enter into be conducted; Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement; 3. ; the execution execution, delivery and delivery by the Purchaser performance of this Agreement have by Purchaser: has been duly authorized by all necessary requisite corporate action on the part of Purchaser, and no other proceedings on the Purchaserpart of Purchaser or any other person are necessary for such authorization; and neither will not: violate the execution and delivery Law or any applicable order of this Agreementany Public Sector Entity; or violate, nor the consummation of the transactions herein contemplated herebybe in conflict with, nor compliance with the provisions hereof, will conflict with or result in a breach of, of or constitute (with due notice or lapse of time or both) a default underunder any indenture, any of the provisions of any lawagreement for borrowed money, governmental rulebond, regulationnote, judgment, decree instrument or order binding on the other agreement to which Purchaser is a party or by which Purchaser or its properties property is bound, excluding defaults or violations that would not, individually or in the certificate of formation or limited liability company agreement of the Purchaseraggregate, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the executionbusiness, delivery and performance by the properties, financial condition or results of operation of Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with on its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; Purchaser has duly executed and delivered this Agreement; assuming it constitutes a legal, valid and binding obligation of Seller, this Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, subject to: bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights; and general principles of equity; to the best of its knowledge after reasonable inquiry, no filing or registration with, no notice to and no permit, authorization, consent or approval of any person is required for Purchaser to execute, deliver or perform this Agreement, except for: the filings, registrations and notices that have been made or given, and permits, authorizations, consents and approvals that have been obtained and are in full force and effect; and such filings, registrations, notices, permits, authorizations, consents and approvals as may be required in the future, which will be made, given or applied for (as the case may be) in due course and diligently pursued; Purchaser is not in default with respect to under any order agreement or instrument of any court, administrative agency, arbitrator nature whatsoever to which it is a party or governmental body so as by which it is bound in any manner that would have a material adverse effect on its ability to materially and adversely affect the transactions contemplated by perform its obligations under this Agreement;, the validity or enforceability of this Agreement or on the financial condition or operation of Purchaser; and there is no action, suit, proceeding or investigation pending or, to Purchaser's knowledge, threatened: for the dissolution of Purchaser; or against Purchaser, which, if adversely determined, would have a material adverse effect on its ability to perform its obligations under this Agreement, the validity or enforceability of this Agreement or on the financial condition or operation of Purchaser. A. Fair Market Value

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to Seller that each of the Sellers following representations and warranties is true and correct as of the date hereof, and shall continue to be true and correct in all material respects as of the Closing Date (or if otherwise specified below, as of the date so specified) thatDate: 1. the (a) Purchaser is a New York limited liability company duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware;formation. 2. the (b) Purchaser has full corporate all requisite power and authority to own its propertyexecute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to carry on its business as presently conducted deliver hereunder, if any (collectively, the "Purchaser Closing Documents"), and to enter into perform, carry out and perform its obligations under this Agreement; 3consummate the transactions contemplated hereby and thereby. the execution The execution, delivery and delivery by the Purchaser performance of this Agreement and the other Purchaser Closing Documents have been duly authorized by all necessary corporate limited liability company action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this This Agreement has been duly executed by or on behalf of Purchaser. This Agreement does, and delivered when executed by Purchaser, the other Purchaser andClosing Documents shall, assuming due authorizationconstitute the legal, execution and delivery by the Sellers, constitutes a valid and binding obligation obligations of the Purchaser enforceable against it Purchaser in accordance with its terms (subject to applicable bankruptcy and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. (c) There is no action, suit or proceeding before any court or governmental or other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplementregulatory or administrative agency, there are no actions, suits commission or proceedings tribunal pending or, to the best knowledge of the Purchaser, threatened against the PurchaserPurchaser which, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would Purchaser, could reasonably be expected to materially and adversely affect interfere in any material respect with the Purchaser’s ability of Purchaser to perform its obligations under this Agreement; and the Purchaser is not in default with . With respect to any order a violation of any courta representation or warranty of Purchaser (whether contained in this Agreement or made pursuant hereto) discovered by Seller after the Closing, administrative agency, arbitrator or governmental body so as to materially such representations and adversely affect warranties of Purchaser shall survive the transactions contemplated by this Agreement;Closing for a period of six (6) months.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers as of Company the Closing Date (or if otherwise specified below, as of the date so specified) thatfollowing: 1. the (a) The Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser Maryland and has full corporate power and authority to own its property, to carry on conduct its business as presently conducted and as proposed to be conducted by it and to enter into and perform its obligations under set forth in this Agreement;Agreement and to carry out the transactions contemplated hereby. The Purchaser has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Company. 3. the execution (b) The execution, delivery and delivery by the Purchaser performance of this Agreement have been duly authorized by all necessary corporate action on the part of by the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this This Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (terms, subject to applicable (i) the effect of any bankruptcy and insolvency laws and other or similar laws affecting the enforcement creditors’ rights generally and (ii) general principles of the rights equity, regardless of creditors generally); and 6whether a matter is considered in a proceeding in equity or at law. except as previously disclosed in the Prospectus SupplementThe execution of, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any and consummation of the transactions contemplated by by, this Agreement and compliance with its provisions by the Purchaser will not violate, conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or require a consent or waiver under, (i) its Articles of Incorporation or Bylaws (each as amended to the date hereof), (ii) any material indenture, lease, agreement or other instrument to which the Purchaser is a party or by which it or any of its material properties is bound, or (iii) any decree, judgment, order, statute, rule or regulation applicable to the Purchaser, which in the case of clause (ii) or (iii) would have a material adverse effect on (x) the business, condition (financial or otherwise), results of operations, assets, liabilities or properties of the Purchaser and its subsidiaries taken as a whole or (y) on the timely consummation of the transactions contemplated hereby (a “Purchaser Material Adverse Effect”). No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, (i) any Governmental Authority or (ii) with respect to any other matter which in person is required for the judgment of execution, delivery and performance by the Purchaser if determined adversely of this Agreement, except where the failure to the Purchaser obtain or make any such consent, approval, authorization or order of, or filing, registration, qualification, license or permit would not reasonably be expected to materially result in a Purchaser Material Adverse Effect. (c) Purchaser understands that the Shares have not been registered under the Securities Act. Purchaser also understands that the Shares are being offered and adversely affect sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser’s ability to perform its obligations under representations contained in this Agreement; . Purchaser hereby represents and warrants as follows: (1) Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Purchaser must bear the economic risk of this investment indefinitely unless the Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Shares under the circumstances, in the amounts or at the times Purchaser might propose. (2) Purchaser is acquiring the Shares for Purchaser’s own account for investment only, and not with a view towards their distribution. (3) Purchaser represents that by reason of its, or of its management’s business or financial experience, Purchaser has the capacity to protect its own interests in default connection with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by in this Agreement;. Further, Purchaser is aware of no publication or any advertisements in connection with the transaction contemplated in this Agreement. (4) Purchaser acknowledges and agrees that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things; the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations. (5) Purchaser acknowledges and agrees that Purchaser is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act.

Purchaser Representations and Warranties. The Purchaser hereby represents and warrants to the Sellers represents, warrants, acknowledges and/or agrees as of the Closing Date (or if otherwise specified below, as of the date so specified) thatfollows: 1. the (a) The Purchaser is a limited liability company duly organized, organized and validly existing and in good standing under the laws of the State jurisdiction of Delaware; 2its organization. the The Purchaser has full corporate power and authority to own own, operate and occupy its propertyproperties, and no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to carry on its business as presently conducted revoke, limit or curtail, such power and authority or qualification. (b) The Purchaser has all requisite power and authority to enter into execute, deliver and perform its obligations under this Agreement; 3. the execution Agreements, and delivery by the Purchaser of this Agreement Agreements have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly validly executed and delivered by the Purchaser andand constitute legal, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation agreements of the Purchaser enforceable against it the Purchaser in accordance with its terms (subject their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy and insolvency laws and other bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (i) The Purchaser is purchasing the enforcement Shares for investment purposes only for the account of the rights Purchaser and not with any view toward a distribution thereof, (ii) the Purchaser has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else any of creditors generally); and 6. except as previously disclosed the Shares, and the Purchaser has no present plans to enter into any such contract, undertaking, agreement or arrangement, and (iii) the Purchaser understands, acknowledges and consents that it will have to bear the economic risk of its investment in the Prospectus SupplementShares for an indefinite period of time. (d) The Purchaser has sufficient financial resources available to sustain the loss of all or a portion of the Purchaser’s investment in the Company, there are has no actionsneed for liquidity in the investment in the Company and is able to bear the economic risk of the investment. (e) The Purchaser acknowledges receipt and review of the Company’s filings with the Securities and Exchange Commission. The Purchaser acknowledges that it has been furnished any and all materials that it has requested relating to the Company or the Shares and that the Purchaser has been afforded the opportunity to ask questions of, suits or proceedings pending orand receive answers from, the management of the Company concerning the Company and to obtain any additional information, to the knowledge extent that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the Purchaserinformation provided to the Purchaser or otherwise to make an informed investment decision. The Purchaser understands that such information constitutes current information about the Company and does not in any way guarantee future performance or the completion of future proposed events discussed in such material. (f) The Purchaser is sophisticated and experienced in investment matters, threatened against and, as a result, the Purchaser is in a position to evaluate an investment in the Company and has the capacity to protect the Purchaser, before or by any court, administrative agency, arbitrator or governmental body ’s own interests in connection with this transaction. (g) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act. (h) The Purchaser understands that (i) with respect the Shares have not been registered under the Securities Act or the securities laws of any state, based upon an exemption from such registration requirements for non-public offerings pursuant to any of Regulation D under the transactions contemplated by this Agreement Securities Act or other exemption thereunder, (ii) with respect to the Shares (or any other matter which part thereof) may not be sold, transferred or otherwise disposed of in the judgment absence of an effective registration statement for the Shares under the Securities Act and all applicable state securities laws, or unless an exemption from such registration is available, (iii) the Shares are and will be “restricted securities,” as defined in Rule 144 of the Rules and Regulations promulgated under the Securities Act, and (iv) the Company has no obligation or intention to register any of Shares for resale under the Securities Act or any state securities laws, or to take any action (including the filing of reports or the publication of information required by Rule 144 under the Securities Act) which would make available any exemption from the registration requirements of such laws. (i) The Purchaser agrees that it will not sell, transfer, assign or otherwise dispose of any Shares or any interest therein unless and until the Purchaser (i) complies with all applicable requirements of the Securities Act and all applicable state securities laws and (ii) in the absence of an effective registration statement, provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the Shares may be sold, transferred, assigned or disposed of without registration of the Shares under the Securities Act, and without violation of any applicable state securities laws (including any investor suitability standards). (j) The Purchaser understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of specific exemptions from the registration requirements of the Securities Act and applicable state securities laws and the suitability of the Purchaser if determined adversely to acquire the Shares. (k) The Purchaser understands that no federal or state agency has passed on, has recommended or has endorsed the merits of the Shares. (l) No broker or finder has acted for the Purchaser in connection with its purchase of the Shares and no broker or finder is entitled to any broker’s or finder’s fees or other commissions in connection therewith based on agreements between the Purchaser and any broker or finder. (m) The Purchaser understands that appropriate restrictive endorsement(s) substantially as set forth below, will be placed upon the certificates evidencing the Shares subscribed to hereby to reflect the foregoing and that the Company will give appropriate stop transfer instructions to the Purchaser would reasonably be expected to materially and adversely affect person(s) in charge of the Purchaser’s ability to perform transfer of its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any courtsecurities. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, administrative agencyAS AMENDED, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH PLEDGE, HYPOTHECATION, SALE OR TRANSFER IS EXEMPT THEREFROM UNDER ANY SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.

Purchaser Representations and Warranties. The Purchaser hereby represents makes the following representations and warrants warranties to the Sellers Seller each of which the Purchaser further covenants, warrants and represents are true and correct as of the Closing Agreement Date (or if otherwise specified below, as of and must remain true and correct on each day during the date so specified) thatTerm: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing (a) it has been formed under the laws of the State of Delaware; 2. , USA, and is validly existing under those laws and has the Purchaser has full corporate power to own its property, and authority to carry on its business as presently conducted in its jurisdiction of incorporation, the Country and such other jurisdictions where work will be performed pursuant to enter into and perform its obligations under this Agreement; 3. the execution (b) it has requisite power and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability authority to enter into this Agreement and to consummate the transactions contemplated herebycomply with its obligations under it; 4. the execution, delivery and performance by the Purchaser of (c) this Agreement and the consummation of the transactions contemplated hereby under it do not require the consent contravene its constituent documents or approval of, the giving any Law or obligation by which it is bound or to which any of notice to, the registration with, its assets are subject or cause a limitation of powers or the taking powers of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or madeits members to be exceeded; 5. (d) it has in full force and effect the limited liability company authorisations necessary for it to enter into this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a perform transactions under it; (e) its obligations under this Agreement are valid and binding obligation of the Purchaser and are enforceable against it in accordance with its the terms (subject to of this Agreement, except as the enforceability of this Agreement may be limited by the effect of any applicable bankruptcy and insolvency laws and other bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement creditors’ rights generally and by general principles of the rights equity; (f) it is not in breach of creditors generally); and 6. except as previously disclosed any Law or obligation affecting it or its assets in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter a way which in the judgment of the Purchaser if determined adversely to the Purchaser would may reasonably be expected to materially and adversely result in a material adverse effect on its business or financial condition; and (g) there is no pending or (to its knowledge) threatened proceeding affecting the Purchaser or any of its assets that would affect the Purchaser’s validity or enforceability of this Agreement, the ability of the Purchaser to perform fulfil its obligations commitments under this Agreement; and Agreement in any material respect, or that could reasonably be expected to result in any material adverse change in the Purchaser is not in default with respect to any order business or financial condition of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;Purchaser.

Purchaser Representations and Warranties. a) The Purchaser hereby represents and warrants that (a) it has had no position, office or other material relationship within the past three years with the Company or persons known to the Sellers as it to be affiliates of the Closing Date Company, and (or if otherwise specified below, b) it is not a NASD member as of the date so specifiedhereof. b) that: 1. the The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws hereby confirms receipt of the State of Delaware;base prospectus included in the Registration Statement, as amended, and the Prospectus Supplement (together, the “Prospectus”). The Purchaser confirms that it has had full access to the Prospectus and has been fully able to read, review, download and print the Prospectus. 2. c) The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full corporate power to own its propertyright, to carry on its business as presently conducted power, authority and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability capacity to enter into this Agreement and to consummate the transactions contemplated hereby; 4. hereby and has taken all necessary action to authorize the execution, delivery and performance by the Purchaser of this Agreement, and (ii) this Purchase Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it the Purchaser in accordance with its terms (subject to terms, except as such enforceability may be limited by applicable bankruptcy and insolvency laws and other bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as such enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). d) The Purchaser understands that nothing in the enforcement Prospectus, this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the rights Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of creditors generally); andShares. 6. except as previously disclosed in e) The Purchaser has not, directly or indirectly, during the Prospectus Supplement, there are no actions, suits or proceedings pending or, to period beginning 180 days before the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of Company first contacted Purchaser regarding the transactions contemplated by this Agreement and ending on the Closing Date, engage in: (i) any “short sales” (as such term is defined in Rule 200 promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) of the Company’s Common Shares, including without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Common Shares, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any Common Shares by Purchaser; or (ii) any hedging transaction which establishes a net short position with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;Common Shares.

Purchaser Representations and Warranties. The In connection with the purchase and sale of the Shares, each Purchaser hereby represents and warrants warrants, severally and not jointly, to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) Fund that: 1. (a) Such Purchaser understands that the Shares are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws and such Purchaser is acquiring the Shares as principal for its own account and not with a limited liability company duly organizedview to or for the purpose of distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities law, validly existing has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares in good standing violation of the Securities Act or any applicable state securities law. (b) Each Purchaser severally represents that it (a) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the laws Securities Act, (b) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment and made such informed decision to so invest, (c) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (d) understands the terms of and risks associated with the purchase of the State Shares, including a lack of Delaware; 2. liquidity, pricing availability and risks associated with the industry in which the Fund operates, (e) has had the opportunity to review the Disclosure Documents (as defined below) and such other disclosure regarding the Fund, its business and its financial condition as such Purchaser has determined to be necessary or relevant in connection with the purchase of the Shares, and has carefully reviewed such disclosure and (f) has had a full corporate power opportunity to own ask such questions and make such inquiries concerning the Fund, its propertybusiness and its financial condition as such Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries. (c) Such Purchaser (or its agent, to carry on its business as presently conducted behalf) has full right, power, authority and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability capacity to enter into this Agreement and to consummate the transactions contemplated hereby; 4. hereby and has taken all necessary action to authorize the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5Agreement. this This Agreement has been duly and validly authorized, executed and delivered by the or on behalf of each Purchaser and, assuming due authorization, execution and delivery by the Sellers, this Agreement constitutes a valid and binding obligation of the such Purchaser enforceable against it such Purchaser in accordance with its terms terms. (subject d) Such Purchaser understands that nothing in this Agreement or any other materials presented to applicable bankruptcy Purchaser in connection with the purchase and insolvency laws and other similar laws affecting the enforcement sale of the rights Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of creditors generally); andShares. 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (e) Such Purchaser is not (i) with respect currently subject to any sanctions administered by the Office of Foreign Assets Control of the transactions contemplated by this Agreement U.S. Treasury Department (“OFAC”), the European Union, the United Kingdom, or the United Nations or any other relevant sanctions authority or (ii) with respect located, organized or resident in a country or territory that is subject to sanctions by OFAC or any other relevant sanctions authority; and such Purchaser will knowingly use funds from any payment made pursuant to the terms of the Shares, or lend, contribute or otherwise make available such funds to any subsidiary, joint venture partner or other matter which in person or entity, for the judgment purpose of financing the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect activities of any person currently subject to any order of U.S. sanctions administered by OFAC or any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;other relevant sanctions authority.