Common use of REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER Clause in Contracts

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser represents and warrants to, and covenants with, the Seller that: (a) The Purchaser is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The Purchaser has full legal right, power and authority to execute, deliver, and perform its obligations under this Agreement in accordance with its terms, and the execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on behalf of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legally valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms. (c) Subject only to the requirements of the Trading Order, no consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser is required for the execution, delivery or performance by the Purchaser of its obligations hereunder, including without limitation the purchase of the Securities. (d) Subject only to the requirements of the Trading Order, neither execution and delivery of this Agreement nor the acquisition of the Securities or the performance of the Purchaser’s other obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (i) the organizational documents of the Purchaser, or (ii) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of its assets or properties. (e) The Purchaser is aware that the Seller may possess material non-public information regarding the Company or the Securities. The Purchaser hereby waives any and all claims it may have or may hereafter acquire against the Seller relating to any failure by the Seller to disclose any material non-public information to the Purchaser in connection with the Seller’s sale of the Securities. The Purchaser acknowledges that no representations have been made by the Seller in respect of this transaction or the Company except as expressly set forth in this Agreement. (f) There is no investment banker, broker, finder or other intermediary who might be entitled to any fee or commission upon consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser understands, and represents and warrants to, and covenants agrees with, the Seller Company, that: (a) The Purchaser is duly formed, validly existing and in good standing under understands that no federal or state agency has passed on or made any recommendation or endorsement of the laws of its jurisdiction of organizationShares. (b) The Purchaser acknowledges that, in making the decision to purchase the Shares, it has full relied solely upon independent investigations made by it and not upon any representations made by the Company with respect to the Company or the Shares. The Purchaser acknowledges that it is a sophisticated investor and that an investment in the Shares involves a high degree of risk. The Purchaser further acknowledges that the Purchase Price may or may not exceed the latest publicly quoted per share "asked" price of the Company's common stock. (c) The Purchaser acknowledges that the Company is relying upon the truth and accuracy of the representations, warranties and covenants of the Purchaser made herein in selling the Shares hereunder without registration and in reliance upon Regulation S promulgated under the Securities Act. The Purchaser is familiar with Regulation S and has consulted with legal right, power and authority to execute, delivercounsel familiar with Regulation S in connection with this transaction. (d) The Purchaser is not a U.S. Person (as defined in Regulation S) or an affiliate of the Company, and perform its obligations under is not acquiring the securities for the account or benefit of any U.S. person. (e) No offer of the Shares was made to the Purchaser in the United States. (f) At the time the offer and buy orders for the Shares were originated, including, without limitation, at the time the Purchaser executed and delivered this Agreement and otherwise subscribed for or agreed to purchase the Shares, the Purchaser was located outside the United States. (g) None of the Purchaser, any affiliate of the Purchaser, or any Person acting on behalf of the Purchaser or any such affiliate has engaged, or will engage, in any Directed Selling Efforts with respect to the Shares; and the Purchaser and its affiliates have complied, and will comply, with the Offering Restrictions (as defined in Regulation S), and any other requirements, of Regulation S. (h) The Purchaser is aware that the Shares have not been and will not be registered under the Securities Act and may only be offered or sold pursuant to registration under the Securities Act or an available exemption therefrom. (i) The Purchaser: (A) will not, during the period commencing on the Closing Date and ending one year after the Closing Date (the "Restricted Period"), offer or sell the Shares in the United States, to a U.S. Person or for the account or benefit of a U.S. Person or other than in accordance with its termsthe provisions of Regulation S (Section 230.901 through Section 230.905, and Preliminary Notes); (B) will, after the expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration under the Securities Act or an available exemption therefrom and, in any case, in accordance with applicable state securities laws; and (C) at all times agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act. (j) If the Purchaser offers and sells the Shares during the Restricted Period, then it will do so only in accordance with the provisions of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act. (k) The transactions contemplated by this Agreement: (A) have not been pre-arranged with a purchaser who is located in the United States or is a U.S. Person; and (B) are not part of a plan or scheme to evade the registration provisions of the Securities Act. (l) The Purchaser is purchasing the Shares for its own account for the purpose of investment and not (A) with a view to, or for sale in connection with, any distribution thereof or (B) for the account or on behalf of any U.S. Person. The Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Shares for an indefinite period of time and that prior to any offer or sale of such securities, the Company may require, as a condition to effecting a transfer of the Shares, an opinion of counsel to Purchaser, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act. (m) The Purchaser was not formed specifically for the purpose of acquiring the Shares purchased pursuant to this Agreement, and if a corporation, all corporate action on its part, necessary for the authorization, execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on behalf of the Purchaser. This 's obligations under this Agreement has been duly or shall be taken prior to the closing of this transaction, and this Agreement, when executed and delivered by delivered, shall constitute a valid and legally binding obligation of the Purchaser and constitutes a legally valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms. (cn) Subject only to the requirements of the Trading Order, no consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over If the Purchaser is required for a corporation or trust or other entity, the execution, delivery officer or performance by trustee or other person executing this Agreement represents and warrants that he or she is duly authorized to so sign this Agreement and to consummate the transactions contemplated hereby and that the Purchaser is authorized by its governing documents to make this investment. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Shares, and it is able to bear the economic risk of losing up to the entire amount of its obligations hereunderinvestment therein. (o) Neither the Purchaser nor any of its affiliates directly or indirectly have within the past ninety (90) days nor will such persons for a period of one year from the Closing directly or indirectly enter into any short selling of any equity security of the Company (including, without limitation, the common stock of the Company) or any hedging transaction with respect to any equity security of the Company, including without limitation limitation, puts, calls, or other option transactions, option writing and equity swaps, unless in compliance with the Securities Act. (p) Purchaser understands and agrees that each certificate or other document evidencing any of the Shares shall be endorsed with the legends set forth below, and the Purchaser covenants that the Purchaser shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate and understands that the Company shall refuse to register any transfer of Shares not complying with the following legend: (i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND HAVE BEEN SOLD IN RELIANCE ON THE EXEMPTION FROM REGISTRATION PROVIDED BY REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"). THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS S (Section 230.901 THROUGH Section 230.905, AND PRELIMINARY NOTES), PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION THEREFROM, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT." (ii) THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN A CERTAIN OFFSHORE STOCK SUBSCRIPTION AGREEMENT, AS AMENDED FROM TIME TO TIME. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE." (iii) Any other legend required by law. (q) Purchaser represents that, on the basis of any actions and agreements by it, except as expressly agreed to in writing by the Company, there are no brokers or finders entitled to compensation in connection with the sale of the Shares to the Purchasers. (r) Purchaser understands that as a result of the purchase of the Securities. (d) Subject only Shares hereunder, Purchaser may be subject to certain reporting requirements, including without limitation, the requirements filing of the Trading Order, neither execution and delivery of this Agreement nor the acquisition reports pursuant to Rule 13d-1 of the Securities or Exchange Act of 1934, immediately following the performance Closing. Purchaser agrees to comply with and consult with independent counsel regarding any such obligations. Purchaser understands and agrees that pursuant to Regulation S, each distributor selling securities to a distributor, a dealer (as defined in section 2(a)(12) of the Purchaser’s other obligations hereunder will violate, conflict with, result in a breach ofSecurities Act), or constitute a default (person receiving a selling concession, fee or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (i) the organizational documents of the Purchaser, or (ii) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of its assets or properties. (e) The Purchaser is aware that the Seller may possess material non-public information regarding the Company or the Securities. The Purchaser hereby waives any and all claims it may have or may hereafter acquire against the Seller relating to any failure by the Seller to disclose any material non-public information to the Purchaser in connection with the Seller’s sale of the Securities. The Purchaser acknowledges that no representations have been made by the Seller other remuneration in respect of this transaction or the Company except as expressly set forth in this Agreement. (f) There is no investment bankersecurities sold, brokerprior to the expiration of a one-year distribution compliance period, finder must send a confirmation or other intermediary who might be entitled notice to any fee or commission upon consummation the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor. Purchaser has received and reviewed the capitalization and option vesting table attached hereto as Schedule A, updated as of the transactions contemplated May 15, 1998, and incorporated herein by this Agreement based upon arrangements made by or on behalf of the Purchaserreference.

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser represents and warrants to, and covenants with, each of the Seller Sellers that: (a) The Purchaser is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The Purchaser has full legal right, power power, and authority to execute, deliver, and perform its obligations under this Agreement in accordance with its terms, and the execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on behalf of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legally valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers). (c) Subject only to the requirements of the Trading Order, no consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser is required for the execution, delivery or performance by the Purchaser of its obligations hereunder, including without limitation the purchase of the Securities. (d) Subject only to the requirements of the Trading Order, neither execution and delivery of this Agreement nor the acquisition of the Securities or the performance of the Purchaser’s other obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (i) the organizational documents of the Purchaser, or (ii) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of its assets or properties. (e) The Purchaser is aware that the Seller may possess material non-public information regarding the Company or the Securities. The Purchaser hereby waives any and all claims it may have or may hereafter acquire against the Seller relating to any failure by the Seller to disclose any material non-public information to the Purchaser in connection with the Seller’s sale of the Securities. The Purchaser acknowledges that no representations have been made by the Seller in respect of this transaction or the Company except as expressly set forth in this Agreement. (f) There is no investment banker, broker, finder or other intermediary who might be is entitled to any fee or commission upon consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser. (d) Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Shares. (e) Purchaser is a “qualified institutional buyer” as defined in Rule 144A(a)(1) of the Securities Act of 1933, as amended. (f) Purchaser acknowledges that the Sellers have a related person serving as a director on the Company’s board who, as a result, may have access to information about the Shares and the Company (including, without limitation, information relating to the business, assets, liabilities, results of operation, financial condition, prospects, legal proceedings, and other aspects of the Company) that may include material, non-public information. Although both parties believe that each party’s related person has substantially equal access to information about the Shares and the Company that is made available to the Company’s board, both parties understand and acknowledge that one party (together with its related persons and other affiliates) may have material non-public information relating to the Shares or the Company that the other party does not possess. (g) Purchaser is (i) together with its professional advisers, a sophisticated investor with respect to the Shares and the Company, and is capable of evaluating the risks associated with a transaction involving the Shares and the Company, including the risk of transacting on the basis of potentially inferior information, and (ii) capable of sustaining any loss resulting there from without material injury. (h) Purchaser acknowledges and agrees that Seller shall have no liability arising from this transaction, and it hereby to the extent permitted by law waives and releases any claims it may have against the other party arising from this transaction. (i) Purchaser acknowledges that neither Seller has given any investment advice or opinion on whether the transaction in the Shares described herein is prudent.

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser represents and warrants to, and covenants with, the Seller that: (a) The Purchaser is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The Purchaser has full legal right, power and authority to execute, deliver, and perform its obligations under this Agreement in accordance with its their terms, and the execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on behalf of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legally valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms. (c) Subject only to the requirements of the Trading Order, no No consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser is required for the execution, delivery or performance by the Purchaser of its obligations hereunder, including without limitation the purchase of the Securities. (d) Subject only to the requirements of the Trading Order, neither Neither execution and delivery of this Agreement nor the acquisition of the Securities or the performance of the Purchaser’s 's other obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (i) the organizational documents of the Purchaser, or (ii) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of its assets or properties. (e) The Purchaser is aware that the Seller may possess material non-public information regarding the Company or the Securities. The Purchaser hereby waives waive any and all claims it may have or may hereafter acquire against the Seller relating to any failure by the Seller to disclose any material non-public information to the Purchaser in connection with the Seller’s ' sale of the Securities. The Purchaser acknowledges that no representations have been made by the Seller in respect of this transaction or the Company except as expressly set forth in this Agreement. (f) There is no investment banker, broker, finder or other intermediary who might be entitled to any fee or commission upon consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser represents and warrants to, and covenants with, the Seller that: (a) The Purchaser is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The Purchaser has full legal right, power and authority to execute, deliver, and perform its obligations under this Agreement in accordance with its their terms, and the execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on behalf of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legally valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally (including without limitation all laws relating to fraudulent transfers). (c) Subject only to the requirements of the Trading Order, no consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser is required for the execution, delivery or performance by the Purchaser of its obligations hereunder, including without limitation the purchase of the Securities. (d) Subject only to the requirements of the Trading Order, neither execution and delivery of this Agreement nor the acquisition of the Securities or the performance of the Purchaser’s other obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (i) the organizational documents of the Purchaser, or (ii) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of its assets or properties. (e) The Purchaser is aware that the Seller may possess material non-public information regarding the Company or the Securities. The Purchaser hereby waives any and all claims it may have or may hereafter acquire against the Seller relating to any failure by the Seller to disclose any material non-public information to the Purchaser in connection with the Seller’s sale of the Securities. The Purchaser acknowledges that no representations have been made by the Seller in respect of this transaction or the Company except as expressly set forth in this Agreement. (f) There is no investment banker, broker, finder or other intermediary who might be is entitled to any fee or commission upon consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser. (d) The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act") or is a "qualified institutional buyer" as defined in Rule 144A(a)(1) of the Securities Act. (e) The Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (f) The Purchaser understands that the Shares are not registered under the Securities Act. The Purchaser understands that the Shares are restricted securities under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. (g) Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Shares. (h) The Purchaser understands that the certificates representing the Shares bear a legend substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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."

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser represents and warrants to, and covenants with, the Seller that: (a) The he Purchaser is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The Purchaser has full legal right, power and authority to execute, deliver, and perform its obligations under this Agreement in accordance with its terms, and the execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on behalf of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legally valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally (including without limitation all laws relating to fraudulent transfers). (c) Subject only to the requirements of the Trading Order, no consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser is required for the execution, delivery or performance by the Purchaser of its obligations hereunder, including without limitation the purchase of the Securities. (d) Subject only to the requirements of the Trading Order, neither execution and delivery of this Agreement nor the acquisition of the Securities or the performance of the Purchaser’s other obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (i) the organizational documents of the Purchaser, or (ii) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of its assets or properties. (e) The Purchaser is aware that the Seller may possess material non-public information regarding the Company or the Securities. The Purchaser hereby waives any and all claims it may have or may hereafter acquire against the Seller relating to any failure by the Seller to disclose any material non-public information to the Purchaser in connection with the Seller’s sale of the Securities. The Purchaser acknowledges that no representations have been made by the Seller in respect of this transaction or the Company except as expressly set forth in this Agreement. (f) There is no investment banker, broker, finder or other intermediary who might be is entitled to any fee or commission upon consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser. (d) The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act") or is a "qualified institutional buyer" as defined in Rule 144A(a)(1) of the Securities Act. (e) The Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (f) The Purchaser understands that as of the date hereof the Shares have not been, and will not be, registered under the Securities Act. The Purchaser understands that the Shares are restricted securities under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser's control, and which the Company is under no obligation and may not be able to satisfy. (g) Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Shares. (h) The Purchaser understands that the certificates representing the Shares bear a legend substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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."

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. (a) The Purchaser hereby represents and warrants to, and covenants with, the Seller Issuer and Lexington that: (ai) The Purchaser it is duly formedknowledgeable, validly existing sophisticated and experienced in good standing making, and is qualified to make, decisions with respect to investments in securities presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Issuer and Lexington, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Securities; (ii) it is acquiring the Securities for investment only and with no present intention of distributing any of such Securities in violation of the registration requirements of the Securities Act or any state securities laws; (iii) it will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or make a pledge of) any of the Securities except in compliance with the Securities Act, and the rules and regulations promulgated thereunder; (iv) it has, in connection with its decision to purchase the Securities contemplated hereby, relied solely upon the Private Placement Memorandum, the representations and warranties of the Issuer and Lexington contained herein and the other documents, instruments and agreements delivered pursuant to Section 1.3 hereof; and (v) it is an institution which is an "accredited investor" within the meaning of Rule 501 of Regulation D and a "qualified institutional buyer" within the meaning of Rule 144A promulgated under the laws of its jurisdiction of organizationSecurities Act. (b) The Purchaser further represents and warrants to, and covenants with, the Issuer and Lexington that (i) it has full legal right, power power, authority and authority capacity to execute, deliver, and perform its obligations under enter into this Agreement in accordance with its terms, and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) upon the execution and delivery of this Agreement, this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on behalf of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes shall constitute a legally valid and binding agreement obligation of the Purchaser, such Purchaser enforceable against the Purchaser in accordance with its termsterms except as enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity. (c) Subject only The Purchaser acknowledges and agrees that (i) it is purchasing securities which have not been registered under the Securities Act; and (ii) if it should decide to dispose of any part of the Securities, it will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of any Securities except (A) pursuant to an effective registration statement under the Securities Act, (B) pursuant to Rule 144 or Rule 904 under the Securities Act, or (C) pursuant to any other exemption from, or otherwise in a transaction not subject to, the registration requirements of the Trading OrderSecurities Act, no consentin each case in accordance with applicable state securities laws and, approvalin the case of an offer, authorization sale, transfer, pledge, hypothecation or order other disposition pursuant to clause (B) or permit (C) of this sentence that occurs prior to (x) the date which is three years (two years for any courttransfer on or after April 29, governmental agency 1997) after the later of the Initial Closing Date and the last date on which the Issuer or body any affiliate of the Issuer was the owner of such Security, or arbitrator having jurisdiction over any predecessor thereto and (y) such other date, if any, as may be required by any subsequent change in applicable law (the Purchaser is required for "Resale Restriction Termination Date"), such Securities shall be accompanied, in the executionsole discretion of the Issuer, delivery or performance by the Purchaser of its obligations hereunderfollowing additional information and documents, including without limitation the purchase of the Securities. (d) Subject only to the requirements of the Trading Order, neither execution and delivery of this Agreement nor the acquisition of the Securities or the performance of the Purchaser’s other obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (i) the organizational documents of the Purchaser, or (ii) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of its assets or properties. (e) The Purchaser is aware that the Seller may possess material non-public information regarding the Company or the Securities. The Purchaser hereby waives any and all claims it may have or may hereafter acquire against the Seller relating to any failure by the Seller to disclose any material non-public information to the Purchaser in connection with the Seller’s sale of the Securities. The Purchaser acknowledges that no representations have been made by the Seller in respect of this transaction or the Company except as expressly set forth in this Agreement. (f) There is no investment banker, broker, finder or other intermediary who might be entitled to any fee or commission upon consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.applicable:

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser represents and warrants to, and covenants with, the Seller that: (a) The Purchaser is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The Purchaser has full legal right, power and authority to execute, deliver, and perform its obligations under this Agreement in accordance with its terms, and the execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on behalf of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legally valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally (including without limitation all laws relating to fraudulent transfers). (c) Subject only to the requirements of the Trading Order, no consent, approval, authorization or order or permit of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser is required for the execution, delivery or performance by the Purchaser of its obligations hereunder, including without limitation the purchase of the Securities. (d) Subject only to the requirements of the Trading Order, neither execution and delivery of this Agreement nor the acquisition of the Securities or the performance of the Purchaser’s other obligations hereunder will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under (i) the organizational documents of the Purchaser, or (ii) any decree, judgment, order, law, rule, regulation or determination of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of its assets or properties. (e) The Purchaser is aware that the Seller may possess material non-public information regarding the Company or the Securities. The Purchaser hereby waives any and all claims it may have or may hereafter acquire against the Seller relating to any failure by the Seller to disclose any material non-public information to the Purchaser in connection with the Seller’s sale of the Securities. The Purchaser acknowledges that no representations have been made by the Seller in respect of this transaction or the Company except as expressly set forth in this Agreement. (f) There is no investment banker, broker, finder or other intermediary who might be is entitled to any fee or commission upon consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser. (d) The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act") or is a "qualified institutional buyer" as defined in Rule 144A(a)(1) of the Securities Act. (e) The Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (f) The Purchaser understands that as of the date hereof the Shares have not been, and will not be, registered under the Securities Act. The Purchaser understands that the Shares are restricted securities under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser's control, and which the Company is under no obligation and may not be able to satisfy. (g) Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Shares. (h) The Purchaser understands that the certificates representing the Shares bear a legend substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF 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."