Common use of Representations and Warranties by the Purchaser Clause in Contracts

Representations and Warranties by the Purchaser. The Purchaser represents and warrants, to the Company as follows: (a) The Purchaser is acquiring the Notes for the Purchaser’s own account for investment and not with a view to resale or distribution of all or any part of the Notes except in accordance with and as provided for in this Agreement. (b) Immediately prior to the purchase: (i) the Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the risks and merits of investment in the Notes; and (ii) the Purchaser is able to bear the economic risk of the investment. (c) The Purchaser has been informed as to, and is familiar with, the business activities of the Company. The Purchaser acknowledges that he or she or it has made the decision to invest in the Note on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed on the website of the SEC at xxx.XXX.xxx (the “Public Information”). The Purchaser acknowledges having been given the opportunity to review all documents material to an investment in the Note that the Company can provide without unreasonable effort or expense. (d) The Purchaser has had an opportunity to ask questions of, and receive answers from, appropriate representatives of the Company, including its officers, concerning the Company and its business, and the terms and conditions of the Offering, and to obtain such additional information as the Purchaser deems necessary to verify the accuracy and adequacy of the information the Purchaser has obtained. The Purchaser fully understands that this Offering has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon exemptions therefrom, and, accordingly, to the extent that the Purchaser is not supplied with information which would have been contained in a registration statement filed under the Securities Act and the Purchaser must rely on the Purchaser’s own access to such information. (e) The Purchaser affirms that the Purchaser is an “accredited investor” as that term is defined and construed pursuant to Rule 501 under the Securities Act because the Purchaser is one or more of the following (check all that apply):

Representations and Warranties by the Purchaser. The Purchaser ----------------------------------------------- represents and warrants, warrants to the Company as follows: that (a) The Purchaser it is acquiring the Notes for the Purchaser’s own account for investment and not with a view to resale or distribution of all or any part of the Notes except an "accredited investor" as defined in accordance with and as provided for in this Agreement. (bRule 501(a) Immediately prior to the purchase: (i) the Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the risks and merits of investment in the Notes; and (ii) the Purchaser is able to bear the economic risk of the investment. (c) The Purchaser has been informed as to, and is familiar with, the business activities of the Company. The Purchaser acknowledges that he or she or it has made the decision to invest in the Note on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed on the website of the SEC at xxx.XXX.xxx (the “Public Information”). The Purchaser acknowledges having been given the opportunity to review all documents material to an investment in the Note that the Company can provide without unreasonable effort or expense. (d) The Purchaser has had an opportunity to ask questions of, and receive answers from, appropriate representatives of the Company, including its officers, concerning the Company and its business, and the terms and conditions of the Offering, and to obtain such additional information as the Purchaser deems necessary to verify the accuracy and adequacy of the information the Purchaser has obtained. The Purchaser fully understands that this Offering has not been registered under the Securities Act of 1933, as amended amended; (b) it will acquire the Shares for its own account, for the purpose of investment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Shares and to obtain additional information concerning the Company and its business; and (f) it has received and reviewed the registration statement on Form S-1 (Registration No. 333-93361) and all amendments thereto filed by the Company with the Securities and Exchange Commission ("Commission") ---------- on December 22, 1999 (the “Securities Act”"Registration Statement") and has all of the ---------------------- information necessary for it to evaluate the merits and risks of an investment in reliance upon exemptions therefrom, and, accordingly, to the extent that Shares and can bear the economic risks of such investment. The acquisition by the Purchaser is not supplied with information which would have been contained in of the Shares shall constitute a registration statement filed confirmation of the representations and warranties made by the Purchaser as at the date of such acquisition. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act and the Purchaser must rely on the Purchaser’s own access to such information. (e) The Purchaser affirms that the Purchaser is an “accredited investor” as that term is defined and construed or transferred pursuant to the provisions of Rule 501 under 144 as promulgated by the Securities Act because the Purchaser is one or more Commission, all certificates evidencing any of the following (check all that apply):Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS."

Representations and Warranties by the Purchaser. The Purchaser represents Flacto, Longhorn and warrantsMagnetar SCF, each individually for itself, represent and warrant to and for the Company benefit of the Seller as follows: (a) Each is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it operates, with all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Transaction; (b) This Agreement when executed and delivered by each constitutes the valid obligation of each, is legally binding, and is enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency and other laws and equitable principles affecting creditors’ rights generally and the discretion of the courts in granting equitable remedies; (c) The execution and delivery by each of this Agreement and any other agreements, certificates, instruments and documents required to be executed and delivered by each pursuant hereto, and the consummation by it of the Transaction, will not constitute (with the giving of notice or the lapse of time or both) a violation of, be in conflict with, result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both), or constitute a default under (i) any agreement, commitment or understanding to which the Purchaser is subject or by which he is bound, or (ii) any applicable law; (d) Each (i) is acquiring the Notes Transferred Interest for the Purchaser’s own account for investment and not with a view to resale or distribution of all or any part of the Notes except in accordance with and as provided for in this Agreement. (b) Immediately prior to the purchase: (i) the Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the risks and merits of investment in the Notes; and (ii) the Purchaser is able to bear the economic risk of the investment. (c) The Purchaser has been informed as to, and is familiar or for resale in connection with, any distribution within the business activities meaning of the Company. The Purchaser acknowledges that he or she or it has made the decision to invest in the Note on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed on the website of the SEC at xxx.XXX.xxx (the “Public Information”). The Purchaser acknowledges having been given the opportunity to review all documents material to an investment in the Note that the Company can provide without unreasonable effort or expense. (d) The Purchaser has had an opportunity to ask questions of, and receive answers from, appropriate representatives of the Company, including its officers, concerning the Company and its business, and the terms and conditions of the Offering, and to obtain such additional information as the Purchaser deems necessary to verify the accuracy and adequacy of the information the Purchaser has obtained. The Purchaser fully understands that this Offering has not been registered under the Securities Act of 1933, as amended amended; (ii) by reason of each’s substantial experience in business and financial matters or that of each’s financial or other advisor(s) is fully capable of evaluating the “Securities Act”merits and risks of an investment in the Transferred Interest; and (iii) is able to bear the full economic risk of each’s investment in reliance upon exemptions therefromthe Transferred Interest, and, accordingly, to the extent understands that the Purchaser is not supplied with information which would have been contained in a registration statement filed under the Securities Act and the Purchaser must rely there are substantial restrictions on the Purchasertransferability of the Transferred Interest, and can afford the complete loss of each’s own access to such information.investment in the Transferred Interest; and (e) The No broker, agent, consultant or other similar person, except Xxxxxxxx Xxxxxxxxx with Never Summer Holdings, LLC (who will be paid by Purchaser affirms that pursuant to a separate agreement), has assisted the Purchaser is an “accredited investor” as that term is defined in procuring, negotiating or closing this Transaction. Purchaser hereby agrees to indemnify and construed pursuant hold the Seller harmless against and from all claims, demands, causes of action, judgments, losses, damages, costs or expenses, including attorneys’ fees and costs (at all trial and appellate court levels) and liabilities which may be asserted or recovered for fees, commissions or other compensation claimed to Rule 501 under be due to any broker, agent, consultant, finder or intermediary in connection with the Securities Act because Transaction and arising from Purchaser’s dealings or alleged dealings. This provision shall survive the Closing. There are multiple Purchaser is one or more of the following entities and each Purchaser entity will be severally (check not jointly) liable for all that apply):indemnity obligations herein.

Representations and Warranties by the Purchaser. The Purchaser represents and warrants, warrants to the Company as follows: that: (a) The Purchaser it is acquiring an “accredited investor” as defined in Rule 501(a) under the Notes Securities Act of 1933, as amended; (b) it will acquire the Shares for its own account, for the Purchaser’s own account for purpose of investment and not with a view to distribution or resale or distribution thereof; (c) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all or any necessary action on the part of the Notes Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser, except in accordance with and as provided for in this Agreement. (b) Immediately prior to the purchase: (i) the Purchaser has such knowledge as limited by applicable bankruptcy, insolvency, reorganization, moratorium and experience in financial other laws of general application affecting enforcement of creditors’ rights generally and business matters that the Purchaser is capable of evaluating the risks and merits of investment in the Notes; and (ii) as limited by laws relating to the Purchaser is able to bear the economic risk availability of the investment. (c) The Purchaser has been informed as tospecific performance, and is familiar with, the business activities of the Company. The Purchaser acknowledges that he injunctive relief or she or it has made the decision to invest in the Note on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed on the website of the SEC at xxx.XXX.xxx (the “Public Information”). The Purchaser acknowledges having been given the opportunity to review all documents material to an investment in the Note that the Company can provide without unreasonable effort or expense. other equitable remedies; (d) The Purchaser it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has had an the opportunity to ask questions of, of and receive answers from, appropriate from representatives of the Company, including its officers, Company concerning the terms of the offering of the Shares and to obtain additional information concerning the Company and its business, and the terms and conditions of the Offering, and to obtain such additional information as the Purchaser deems necessary to verify the accuracy and adequacy has all of the information necessary for it to evaluate the merits and risks of an investment in the Shares and can bear the economic risks of such investment. The acquisition by the Purchaser has obtainedof the Shares shall constitute a confirmation of the representations and warranties made by the Purchaser as at the date of such acquisition. The Purchaser fully further represents that it understands that this Offering has not been and agrees that, until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 as promulgated by the Commission, all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended (the “Securities ActAS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.”) in reliance upon exemptions therefrom, and, accordingly, to the extent that the Purchaser is not supplied with information which would have been contained in a registration statement filed under the Securities Act and the Purchaser must rely on the Purchaser’s own access to such information. (e) The Purchaser affirms that the Purchaser is an “accredited investor” as that term is defined and construed pursuant to Rule 501 under the Securities Act because the Purchaser is one or more of the following (check all that apply):

Representations and Warranties by the Purchaser. The Purchaser represents and warrants, to the Company as follows: warrants that (a) The Purchaser is acquiring it will acquire the Notes Preferred Shares for its own account and that the Preferred Shares are being acquired by it for the Purchaser’s own account for purpose of investment and not with a view to distribution or resale or distribution thereof; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all or any necessary action on the part of the Notes Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser, except in accordance with (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as provided for in this Agreement. (b) Immediately prior limited by laws relating to the purchase: availability of specific performance, injunctive relief or other equitable remedies and (iiii) to the extent the indemnification provisions contained in the Fourth Amended and Restated Registration Rights Agreement (as defined in Section 2.04(b)) may be limited by applicable federal or state securities laws; (c) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (d) the Purchaser has such knowledge and experience in financial and business matters that had the Purchaser is capable of evaluating the risks and merits of investment in the Notes; and (ii) the Purchaser is able to bear the economic risk of the investment. (c) The Purchaser has been informed as to, and is familiar with, the business activities of the Company. The Purchaser acknowledges that he or she or it has made the decision to invest in the Note on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed on the website of the SEC at xxx.XXX.xxx (the “Public Information”). The Purchaser acknowledges having been given the opportunity to review all documents material to an investment in the Note that the Company can provide without unreasonable effort or expense. (d) The Purchaser has had an opportunity to ask questions of, of and receive answers from, appropriate from representatives of the Company, including its officers, Company concerning the terms of the offering of the Preferred Shares and to obtain additional information concerning the Company and its business, ; and the terms and conditions of the Offering, and to obtain such additional information as the Purchaser deems necessary to verify the accuracy and adequacy of the information (e) the Purchaser has obtainedthe ability to evaluate the merits and risks of an investment in the Preferred Shares and can bear the economic risks of such investment. The acquisition by the Purchaser of the Preferred Shares shall constitute a confirmation of the representations and warranties made by the Purchaser as at the date of such acquisition. The Purchaser fully further represents that it understands that this Offering has not been and agrees that, until registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon exemptions therefrom, and, accordingly, or transferred pursuant to the extent that provisions of Rule 144 as promulgated by the Purchaser is not supplied with information which would have been contained in a registration statement filed under the Securities Act and the Purchaser must rely on the Purchaser’s own access to such information. (e) The Purchaser affirms that the Purchaser is an “accredited investor” as that term is defined and construed pursuant to Rule 501 under the Securities Act because the Purchaser is one or more Commission, all certificates evidencing any of the following (check all that apply):Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows:

Representations and Warranties by the Purchaser. The Purchaser represents and warrants, warrants to the Company as follows: that: (a) The Purchaser it is acquiring the Notes for the Purchaser’s own account for investment and not with a view to resale or distribution of all or any part of the Notes except an “accredited investor” as defined in accordance with and as provided for in this Agreement. (bRule 501(a) Immediately prior to the purchase: (i) the Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the risks and merits of investment in the Notes; and (ii) the Purchaser is able to bear the economic risk of the investment. (c) The Purchaser has been informed as to, and is familiar with, the business activities of the Company. The Purchaser acknowledges that he or she or it has made the decision to invest in the Note on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed on the website of the SEC at xxx.XXX.xxx (the “Public Information”). The Purchaser acknowledges having been given the opportunity to review all documents material to an investment in the Note that the Company can provide without unreasonable effort or expense. (d) The Purchaser has had an opportunity to ask questions of, and receive answers from, appropriate representatives of the Company, including its officers, concerning the Company and its business, and the terms and conditions of the Offering, and to obtain such additional information as the Purchaser deems necessary to verify the accuracy and adequacy of the information the Purchaser has obtained. The Purchaser fully understands that this Offering has not been registered under the Securities Act of 1933, as amended (the “Securities Act”); (b) in reliance upon exemptions therefromit will acquire the Shares for its own account, andfor the purpose of investment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser, accordinglyand this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the extent that availability of specific performance, injunctive relief or other equitable remedies; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Shares and to obtain additional information concerning the Company and its business, and has all of the information necessary for it to evaluate the merits and risks of an investment in the Shares and can bear the economic risks of such investment. The acquisition by the Purchaser is not supplied with information which would have been contained in of the Shares shall constitute a registration statement filed confirmation of these representations and warranties made by the Purchaser as of the date of such acquisition. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act and the Purchaser must rely on the Purchaser’s own access to such information. (e) The Purchaser affirms that the Purchaser is an “accredited investor” as that term is defined and construed or transferred pursuant to the provisions of Rule 501 under 144 as promulgated by the Securities Act because the Purchaser is one or more and Exchange Commission, all certificates evidencing any of the following (check all that apply):Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.”

Representations and Warranties by the Purchaser. The Purchaser represents and warrants, warrants to the Company as follows: that (a) The Purchaser it is acquiring the Notes for the Purchaser’s own account for investment and not with a view to resale or distribution of all or any part of the Notes except an "accredited investor" as defined in accordance with and as provided for in this Agreement. (bRule 501(a) Immediately prior to the purchase: (i) the Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the risks and merits of investment in the Notes; and (ii) the Purchaser is able to bear the economic risk of the investment. (c) The Purchaser has been informed as to, and is familiar with, the business activities of the Company. The Purchaser acknowledges that he or she or it has made the decision to invest in the Note on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed on the website of the SEC at xxx.XXX.xxx (the “Public Information”). The Purchaser acknowledges having been given the opportunity to review all documents material to an investment in the Note that the Company can provide without unreasonable effort or expense. (d) The Purchaser has had an opportunity to ask questions of, and receive answers from, appropriate representatives of the Company, including its officers, concerning the Company and its business, and the terms and conditions of the Offering, and to obtain such additional information as the Purchaser deems necessary to verify the accuracy and adequacy of the information the Purchaser has obtained. The Purchaser fully understands that this Offering has not been registered under the Securities Act of 1933, as amended amended; (b) it will acquire the “Securities Act”Shares for its own account, for the purpose of investment and not with a view to distribution or resale thereof; (c) in reliance upon exemptions therefromthe execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser, andand this Agreement has been duly executed and delivered, accordinglyand constitutes a valid, legal, binding and enforceable agreement of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the extent that availability of specific performance, injunctive relief or other equitable remedies; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Shares and to obtain additional information concerning the Company and its business; and (f) it has received and reviewed the registration statement on Form S-1 (Registration No. 333-32780) filed by the Company with the Securities and Exchange Commission ("COMMISSION") on March 17, 2000 and all amendments thereto (collectively, the "REGISTRATION STATEMENT") and has all of the information necessary for it to evaluate the merits and risks of an investment in the Shares and can bear the economic risks of such investment. The acquisition by the Purchaser is not supplied with information which would have been contained in of the Shares shall constitute a registration statement filed confirmation of the representations and warranties made by the Purchaser as of the Closing. The Purchaser further represents that if understands and agrees that, until registered under the Securities Act and the Purchaser must rely on the Purchaser’s own access to such information. (e) The Purchaser affirms that the Purchaser is an “accredited investor” as that term is defined and construed or transferred pursuant to the provisions of Rule 501 under 144 as promulgated by the Securities Act because the Purchaser is one or more Commission, all certificates evidencing any of the following (check all that apply):Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS."

Representations and Warranties by the Purchaser. The Purchaser represents and warrants, to the Company as follows: warrants that (a) The Purchaser is acquiring it will acquire the Notes Preferred Shares for its own account and that the Preferred Shares are being acquired by it for the Purchaser’s own account for purpose of investment and not with a view to distribution or resale or distribution thereof; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all or any necessary action on the part of the Notes Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser, except in accordance with (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as provided for in this Agreement. (b) Immediately prior limited by laws relating to the purchase: availability of specific performance, injunctive relief or other equitable remedies and (iiii) to the extent the indemnification provisions contained in the Third Amended and Restated Registration Rights Agreement (as defined in Section 2.04(b)) may be limited by applicable federal or state securities laws; (c) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (d) the Purchaser has such knowledge and experience in financial and business matters that had the Purchaser is capable of evaluating the risks and merits of investment in the Notes; and (ii) the Purchaser is able to bear the economic risk of the investment. (c) The Purchaser has been informed as to, and is familiar with, the business activities of the Company. The Purchaser acknowledges that he or she or it has made the decision to invest in the Note on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed on the website of the SEC at xxx.XXX.xxx (the “Public Information”). The Purchaser acknowledges having been given the opportunity to review all documents material to an investment in the Note that the Company can provide without unreasonable effort or expense. (d) The Purchaser has had an opportunity to ask questions of, of and receive answers from, appropriate from representatives of the Company, including its officers, Company concerning the terms of the offering of the Preferred Shares and to obtain additional information concerning the Company and its business, ; and the terms and conditions of the Offering, and to obtain such additional information as the Purchaser deems necessary to verify the accuracy and adequacy of the information (e) the Purchaser has obtainedthe ability to evaluate the merits and risks of an investment in the Preferred Shares and can bear the economic risks of such investment. The acquisition by the Purchaser of the Preferred Shares shall constitute a confirmation of the representations and warranties made by the Purchaser as at the date of such acquisition. The Purchaser fully further represents that it understands that this Offering has not been and agrees that, until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 as promulgated by the Commission, all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended (the “Securities Act”) in reliance upon exemptions therefromAS AMENDED, andOR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, accordinglyMORTGAGED, to the extent that the Purchaser is not supplied with information which would have been contained in a registration statement filed under the Securities Act and the Purchaser must rely on the Purchaser’s own access to such informationPLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. (e) " The Purchaser affirms further represents that the Purchaser is an “accredited investor” as it understands and agrees that term is defined and construed pursuant to Rule 501 under the Securities Act because the Purchaser is one or more all certificates evidencing any of the following (check all that apply):Shares, whether upon initial issuance or upon any transfer thereof, shall bear legends, prominently stamped or printed thereon, reading substantially as follows:

Representations and Warranties by the Purchaser. The Purchaser represents and warrants, warrants to the Company as follows: that (a) The Purchaser it is acquiring the Notes for the Purchaser’s own account for investment and not with a view to resale or distribution of all or any part of the Notes except an "accredited investor" as defined in accordance with and as provided for in this Agreement. (bRule 501(a) Immediately prior to the purchase: (i) the Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the risks and merits of investment in the Notes; and (ii) the Purchaser is able to bear the economic risk of the investment. (c) The Purchaser has been informed as to, and is familiar with, the business activities of the Company. The Purchaser acknowledges that he or she or it has made the decision to invest in the Note on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed on the website of the SEC at xxx.XXX.xxx (the “Public Information”). The Purchaser acknowledges having been given the opportunity to review all documents material to an investment in the Note that the Company can provide without unreasonable effort or expense. (d) The Purchaser has had an opportunity to ask questions of, and receive answers from, appropriate representatives of the Company, including its officers, concerning the Company and its business, and the terms and conditions of the Offering, and to obtain such additional information as the Purchaser deems necessary to verify the accuracy and adequacy of the information the Purchaser has obtained. The Purchaser fully understands that this Offering has not been registered under the Securities Act of 1933, as amended amended; (b) it will acquire the Shares for its own account, for the purpose of investment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Shares and to obtain additional information concerning the Company and its business; and (f) it has received and reviewed the registration statement on Form S-1 (Registration No. 333-50266) filed by the Company with the Securities and Exchange Commission ("Commission") on November 20, 2000, and all amendments thereto (collectively, the "Registration Statement"), which shall also include the prospectus related to such public offering (the “Securities Act”) "Prospectus"), and has all of the information necessary for it to evaluate the merits and risks of an investment in reliance upon exemptions therefrom, and, accordingly, to the extent that Shares and can bear the economic risks of such investment. The acquisition by the Purchaser is not supplied with information which would have been contained in of the Shares shall constitute a registration statement filed confirmation of the representations and warranties made by the Purchaser as at the date of such acquisition. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act and the Purchaser must rely on the Purchaser’s own access to such information. (e) The Purchaser affirms that the Purchaser is an “accredited investor” as that term is defined and construed or transferred pursuant to the provisions of Rule 501 under 144 as promulgated by the Securities Act because the Purchaser is one or more Commission, all certificates evidencing any of the following (check all that apply):Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: