Common use of REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser severally represents and warrants to, in each case as to itself only, the Company that: (a) Such Purchaser acknowledges that, prior to the execution and delivery of this Agreement to the Company, such Purchaser has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Company. (b) No offer by such Purchaser to buy Common Stock will be accepted and no part of the Purchase Price will be delivered to the Company by the Escrow Agent until such Purchaser has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Purchaser has been delivered this Agreement accepted and countersigned by or on behalf of the Company. (c) Such Purchaser is acquiring the Common Stock to be issued for its own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the sale or distribution thereof within the meaning of the Securities Act that would be in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Common Stock or any part thereof (other than pledges to its own lenders). (d) Such Purchaser has been advised by the Company that (i) the Common Stock is being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) of the Securities Act or pursuant to Regulation S under the Securities Act and neither the offer nor sale of any Common Stock has been registered under the Securities Act or any state or foreign securities or “blue sky” laws; (ii) the Common Stock is characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that the undersigned must continue to bear the economic risk of the investment in its Common Stock unless the offer and sale of its Common Stock is subsequently registered under the Securities Act and all applicable state or foreign securities or “blue sky” laws or an exemption from such registration is available; (iii) it is not anticipated that there will be any public market for the Common Stock in the foreseeable future; (iv) when and if the Common Stock may be disposed of without registration in reliance on Rule 144 of the Securities Act (“Rule 144”), such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule; (v) if the Rule 144 exemption is not available, public offer or sale of any Common Stock without registration will require the availability of another exemption under the Securities Act; (vi) a restrictive legend in the form satisfactory to the Company shall be placed on the certificates representing the Common Stock; and (vii) a notation shall be made in the appropriate records of the transfer agent for the Common Stock indicating that the Common Stock is subject to restrictions on transfer. (e) Such Purchaser is either (i) an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (4) or (7) of the Securities Act or (ii) a non-U.S. person within the meaning of Regulation S under the Securities Act (which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust) and is purchasing the Common Stock outside the United States in reliance upon Regulation S under the Securities Act and, in either case, has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits, risks and consequences of an investment in the Common Stock and is able to bear the economic risk of loss of such investment, including the complete loss of such investment. (f) Neither such Purchaser, nor its affiliates or any person acting on its or any of their behalf has engaged, or will engage, in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Common Stock. (g) Such Purchaser is not, to its knowledge, purchasing the Common Stock as a result of any advertisement, article, notice or other communication regarding the Common Stock published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to such Purchaser’s knowledge, any other general solicitation or general advertisement. (i) This Agreement has been duly and validly executed and delivered by such Purchaser and constitutes the valid, binding and enforceable agreement of such Purchaser except as enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affect creditor’s rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) such Purchaser has all the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (i) Intentionally Omitted (j) Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed and all other jurisdictions where such qualification is necessary in light of such Purchaser’s activities; such investment will not result in any violation of or conflict with any term of the organizational documents of such Purchaser or any law or regulation applicable to it; and such Purchaser has not been organized or reorganized for the specific purpose, or for the purpose among other purposes, of acquiring the Common Stock.

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser severally represents and warrants to, in each case as to itself only, the Company that: (a) Such Purchaser acknowledges that, prior to the execution and delivery of this Agreement to the Company, such Purchaser has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Company. (b) No offer by such Purchaser to buy Common Stock will be accepted and no part of the Purchase Price will be delivered to the Company by the Escrow Agent until such Purchaser has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Purchaser has been delivered this Agreement accepted and countersigned by or on behalf of the Company. (c) Such Purchaser is acquiring the Common Stock to be issued for its own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the sale or distribution thereof within the meaning of the Securities Act that would be in violation of the Securities Act or any securities or “"blue sky” " laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Common Stock or any part thereof (other than pledges to its own lenders). (d) Such Purchaser has been advised by the Company that (i) the Common Stock is being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) of the Securities Act or pursuant to Regulation S under the Securities Act and neither the offer nor sale of any Common Stock has been registered under the Securities Act or any state or foreign securities or “"blue sky” " laws; (ii) the Common Stock is characterized as “"restricted securities” " under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that the undersigned must continue to bear the economic risk of the investment in its Common Stock unless the offer and sale of its Common Stock is subsequently registered under the Securities Act and all applicable state or foreign securities or “"blue sky” " laws or an exemption from such registration is available; (iii) it is not anticipated that there will be any public market for the Common Stock in the foreseeable future; (iv) when and if the Common Stock may be disposed of without registration in reliance on Rule 144 of the Securities Act (“"Rule 144”"), such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule; (v) if the Rule 144 exemption is not available, public offer or sale of any Common Stock without registration will require the availability of another exemption under the Securities Act; (vi) a restrictive legend in the form satisfactory to the Company shall be placed on the certificates representing the Common Stock; and (vii) a notation shall be made in the appropriate records of the transfer agent for the Common Stock indicating that the Common Stock is subject to restrictions on transfer. (e) Such Purchaser is either (i) an “"accredited investor” " within the meaning of Rule 501(a)(1), (2), (3), (4) or (7) of the Securities Act or (ii) a non-U.S. person within the meaning of Regulation S under the Securities Act (which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust) and is purchasing the Common Stock outside the United States in reliance upon Regulation S under the Securities Act and, in either case, has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits, risks and consequences of an investment in the Common Stock and is able to bear the economic risk of loss of such investment, including the complete loss of such investment. (f) Neither such Purchaser, nor its affiliates or any person acting on its or any of their behalf has engaged, or will engage, in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Common Stock. (g) Such Purchaser is not, to its knowledge, purchasing the Common Stock as a result of any advertisement, article, notice or other communication regarding the Common Stock published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to such Purchaser’s 's knowledge, any other general solicitation or general advertisement. (i) This Agreement has been duly and validly executed and delivered by such Purchaser and constitutes the valid, binding and enforceable agreement of such Purchaser except as enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affect creditor’s 's rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) such Purchaser has all the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (i) Intentionally Omitted (j) Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed and all other jurisdictions where such qualification is necessary in light of such Purchaser’s 's activities; such investment will not result in any violation of or conflict with any term of the organizational documents of such Purchaser or any law or regulation applicable to it; and such Purchaser has not been organized or reorganized for the specific purpose, or for the purpose among other purposes, of acquiring the Common Stock.

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser severally represents and warrants to, in each case as to itself only, the Company that: (a) Such Purchaser acknowledges that, prior to the execution and delivery of this Agreement to the Company, such Purchaser has had an opportunity to review all of the Company's filings made with the Securities and Exchange Commission prior to making its decision to purchase the Shares, has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company and its management concerning the terms and conditions of an investment in the Company, and that such information is sufficient for Purchaser independently to evaluate the merits and risks of its investment. (b) No offer by such Purchaser to buy Common Stock will be accepted and no part of the Purchase Price will be delivered to the Company by the Escrow Agent until such Purchaser has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Purchaser has been delivered this Agreement accepted and countersigned by or on behalf of the Company. (c) Such Purchaser is acquiring the Common Stock Shares to be issued for its own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the sale or distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), that would be in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and has no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Common Stock Shares or any part thereof (other than pledges to its own lenders). (dc) Such Purchaser has been advised by the Company that (i) the Common Stock is Shares are being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(24(2) of the Securities Act and/or Regulation D under the Securities Act or pursuant to Regulation S under the Securities Act and neither the offer nor sale of any Common Stock Shares has been registered under the Securities Act or any state or foreign securities or “blue sky” laws; (ii) the Common Stock is Shares are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that the undersigned must continue to bear the economic risk of the investment in its Common Stock Shares unless the offer and sale of its Common Stock Shares is subsequently registered under the Securities Act and all applicable state or foreign securities or “blue sky” laws or an exemption from such registration is available; (iii) it is not anticipated that there will be any public market for the Common Stock Shares in the foreseeable future; (iv) when and if the Common Stock Shares may be disposed of without registration in reliance on Rule 144 of the Securities Act (“Rule 144”), such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule; (v) if the Rule 144 exemption is not available, public offer or sale of any Common Stock Shares without registration will require the availability of another exemption under the Securities Act; (vi) a restrictive legend in the a form satisfactory to the Company shall be placed on the certificates representing the Common StockShares; and (vii) a notation shall be made in the appropriate records of the transfer agent for the Common Stock Shares indicating that the Common Stock is Shares are subject to restrictions on transfer. (ed) Such Purchaser is either (i) an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (4) or (7) of the Securities Act or (ii) a non-U.S. person within the meaning of Regulation S under the Securities Act (which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)) and is purchasing the Common Stock Shares outside the United States in reliance upon Regulation S under the Securities Act and, in either case, has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits, risks and consequences of an investment in the Common Stock Shares and is able to bear the economic risk of loss of such investment, including the complete loss of such investment. (fe) Neither such Purchaser, nor its affiliates or any person acting on its or any of their behalf behalf, has engaged, or will engage, in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Common StockOffering. (gf) Such Purchaser is not, to its knowledge, purchasing the Common Stock Shares as a result of any advertisement, article, notice or other communication regarding the Common Stock Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to such Purchaser’s 's knowledge, any other general solicitation or general advertisement. (i) This Agreement has been duly and validly executed and delivered by such Purchaser and constitutes the valid, binding and enforceable agreement of such Purchaser except as enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affect creditor’s 's rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) such Purchaser has all the requisite power and authority (and if applicable, capacity) to execute and deliver this Agreement and to perform its obligations hereunder. (i) Intentionally Omitted (jh) Such Purchaser Purchaser, if an entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed and all other jurisdictions where such qualification is necessary in light of such Purchaser’s 's activities; such investment will not result in any violation of or conflict with any term of the organizational documents of such Purchaser or any law or regulation applicable to it; and such Purchaser has not been organized or reorganized for the specific purpose, or for the purpose among other purposes, of acquiring the Common StockShares. (i) Such Purchaser acknowledges that the Company is a company with a limited operating history. (j) Each Purchaser acknowledges that the Backstop Providers are affiliates of the Company and that such Backstop Providers may, in accordance with the terms and conditions set forth in Section 3(h), be paid a commitment fee and/or a backstop fee by the Company in connection with the Offering. (k) All information which such Purchaser has provided to the Company concerning its financial position, and the knowledge of financial and business matters of the person making the investment decision on its behalf, is correct and complete as of the date hereof and may be relied upon.

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each As of the date hereof and as of the Closing, each Purchaser severally represents and hereby acknowledges, represents, warrants to, in each case and/or agrees as to itself only, the Company thatfollows: (a) Such Purchaser acknowledges that, prior to the execution and delivery of this Agreement to the Company, such Purchaser has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Company. (b) No offer by such Purchaser to buy Common Stock will be accepted and no part of the Purchase Price will be delivered to the Company by the Escrow Agent until such Purchaser has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Purchaser has been delivered this Agreement accepted and countersigned by or on behalf of the Company. (c) Such Purchaser is acquiring the Common Stock to be issued for its own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the The sale or distribution thereof within the meaning of the Securities Act that would be in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Common Stock or any part thereof (other than pledges to its own lenders). (d) Such Purchaser has been advised by the Company that (i) the Common Stock is being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) of the Securities Act or pursuant to Regulation S under the Securities Act and neither the offer nor sale of any Common Stock has not been registered under the Securities Act or any state securities laws. The Purchaser understands that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) and/or Section 4(6) of the Securities Act and the provisions of Regulation D promulgated thereunder; (b) The Purchaser is acquiring the Securities solely for its own account for investment and not with a view to resale or distribution and has no present intention of transferring the Securities to any other person or entity; (c) The Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act; (d) The Purchaser is a sophisticated investor and has such knowledge and experience in financial, tax, and business matters, including, without limitation, experience in investments by actual participation, so as to enable it to utilize the information made available to it in connection with the offering of the Securities, to evaluate the merits and risks of an investment in the Securities and to make an informed investment decision with respect thereto; (e) The Purchaser is either a natural person or an entity which was not formed for the specific purpose of acquiring the Securities. With respect to any entity-Purchaser, the execution, delivery and performance of this Agreement by the Purchaser have been duly authorized and the Agreement is a valid and legally binding agreement of the Purchaser; (f) The Purchaser has received all documents requested by the Purchaser regarding the Company and has reviewed them and believes it is well-informed about the Company; (g) The Purchaser acknowledges that neither the Commission nor any U.S. state or foreign securities or “blue sky” laws; (ii) the Common Stock is characterized as “restricted securities” under commission has approved the Securities Act inasmuch as they are being acquired from or passed upon or endorsed the Company merits of the offering; (h) The Purchaser is aware that an investment in the Securities involves a transaction not involving a public offering and that the undersigned number of very significant risks; (i) The Purchaser must continue to bear the economic risk of the investment in its Common Stock indefinitely because none of the Securities may be sold, hypothecated or otherwise disposed of unless the offer and sale of its Common Stock is subsequently registered under the Securities Act and all applicable state or foreign securities or “blue sky” laws or an exemption from such registration is available; (iii) it is not anticipated that there will be any public market for the Common Stock in the foreseeable future; (iv) when and if the Common Stock may be disposed of without registration in reliance on Rule 144 of the Securities Act (“Rule 144”), such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule; (v) if the Rule 144 exemption is not available, public offer or sale of any Common Stock without registration will require the availability of another exemption under the Securities Act; (vi) a restrictive legend in the form satisfactory to the Company . Legends shall be placed on the certificates representing Securities to the Common Stock; effect that they have not been registered under the Securities Act or applicable state securities laws and (vii) a notation shall of the resulting limitations on transfer and that appropriate notations thereof will be made in the appropriate records Company’s books and stock transfer records; (j) The aggregate purchase price of the transfer agent for the Common Stock indicating that the Common Stock is subject to restrictions on transfer. Securities does not exceed twenty percent (e) Such Purchaser is either (i) an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (4) or (720%) of the Securities Act Purchaser’s net worth; (k) The Purchaser has taken no action which would give rise to any claim by any person for brokerage commission, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby; and (iil) a non-U.S. person within The information contained herein is accurate and may be relied upon by the meaning of Regulation S under Company in determining the Securities Act (which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust) and is purchasing the Common Stock outside the United States in reliance upon Regulation S under the Securities Act and, in either case, has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits, risks and consequences availability of an investment in the Common Stock exemption from registration under Federal and is able to bear the economic risk of loss of such investment, including the complete loss of such investment. (f) Neither such Purchaser, nor its affiliates or any person acting on its or any of their behalf has engaged, or will engage, in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) state securities laws in connection with the offering of the Common StockSecurities. (g) Such Purchaser is not, to its knowledge, purchasing the Common Stock as a result of any advertisement, article, notice or other communication regarding the Common Stock published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to such Purchaser’s knowledge, any other general solicitation or general advertisement. (i) This Agreement has been duly and validly executed and delivered by such Purchaser and constitutes the valid, binding and enforceable agreement of such Purchaser except as enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affect creditor’s rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) such Purchaser has all the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (i) Intentionally Omitted (j) Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed and all other jurisdictions where such qualification is necessary in light of such Purchaser’s activities; such investment will not result in any violation of or conflict with any term of the organizational documents of such Purchaser or any law or regulation applicable to it; and such Purchaser has not been organized or reorganized for the specific purpose, or for the purpose among other purposes, of acquiring the Common Stock.

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser hereby severally and not jointly represents and warrants to, in each case as to itself only, the Company thatas follows: (a) The Securities to be acquired by such Purchaser hereunder (including the Series F Senior Preferred Stock and the Series F Conversion Shares that it may acquire upon conversion thereof, as the case may be) are being acquired for his its own account for investment and with no intention of distributing or reselling such Securities (including the Series F Senior Preferred Stock and the Series F Conversion Shares that it may acquire upon conversion or exercise thereof, as the case may be) or any part thereof or interest therein in any transaction which would be in violation of the securities laws of the United States of America or any State. Nothing in this Agreement, however, shall prejudice or otherwise limit such Purchaser's right to sell or otherwise dispose of all or any part of such Series F Senior Preferred Stock or Series F Conversion Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. By executing this Agreement, each Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any Person with respect to any of the Securities. (b) Such Purchaser understands that the Series F Senior Preferred Stock and the F Series F Conversion Shares and Adjustment Shares that may be acquired upon conversion of the Series F Senior Preferred Stock have not been registered under the Securities Act and may not be offered, resold, pledged or otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Such Purchaser agrees to the imprinting, so long as appropriate, of the following legend on the Securities (including the Series F Senior Preferred Stock the Series F Conversion Shares and any Adjustment Shares that he or it may acquire upon conversion or exercise thereof, as the case may be): A certificate shall not bear such legend (and the Purchaser shall be entitled to have such legend removed) if, the Series F Conversion Shares, the Adjustment Shares or the Dividend Shares, as the case may be are duly registered for resale under the Securities Act of 1933, as amended, or in the opinion of counsel for the Purchaser thereof (which counsel shall be reasonably satisfactory to the Company), the securities represented thereby are not, at such time required by law to bear a legend. The Series F Senior Preferred Stock, the Series F Conversion Shares and the Adjustment Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends may be removed when in the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Such Purchaser agrees that, in connection with any transfer of the Series F Senior Preferred Stock or the Series F Conversion Shares or the Adjustment Shares pursuant to an effective registration statement under the Securities Act, such Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Series F Senior Preferred Stock or the Series F Conversion Shares or any Adjustment Shares. (c) Such Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. Such Purchaser did not learn of the opportunity to purchase Series F Senior Preferred Stock or any other security issuable by the Company through any form of general advertising or public solicitation. (d) Such Purchaser has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. (e) The purchase of the Securities to be purchased by such Purchaser (i) has been duly and properly authorized and this Agreement has been duly executed and delivered by him or it or on his or its behalf and constitutes the valid and legally binding obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; (ii) does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable to him or it; and (iii) does not impose any penalty or other onerous condition on such Purchaser under or pursuant to any applicable law or governmental regulation. (f) Such Purchaser acknowledges that, prior to he or his or its representatives have reviewed the execution Disclosure Documents and delivery of this Agreement to further acknowledges that it or its representatives have been afforded (i) the Company, such Purchaser has had a full opportunity to ask such questions of as he or they deemed necessary of, and to receive answers from the Company or any person or persons acting on behalf from, representatives of the Company concerning the terms and conditions of an investment in the Company. (b) No offer by such Purchaser to buy Common Stock will be accepted and no part of the Purchase Price will be delivered to the Company by the Escrow Agent until such Purchaser has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Purchaser has been delivered this Agreement accepted and countersigned by or on behalf of the Company. (c) Such Purchaser is acquiring the Common Stock to be issued for its own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the sale or distribution thereof within the meaning offering of the Securities Act that would be and the merits and risks of investing in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Common Stock or any part thereof (other than pledges to its own lenders). (d) Such Purchaser has been advised by the Company that (i) the Common Stock is being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) of the Securities Act or pursuant to Regulation S under the Securities Act and neither the offer nor sale of any Common Stock has been registered under the Securities Act or any state or foreign securities or “blue sky” lawsSecurities; (ii) the Common Stock is characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from access to information about the Company in a transaction not involving a public offering and that the undersigned must continue Company's financial condition, results of operations, business, properties, management and prospects sufficient to bear the economic risk of the enable it to evaluate its investment in its Common Stock unless the offer Securities; and sale of its Common Stock is subsequently registered under the Securities Act and all applicable state or foreign securities or “blue sky” laws or an exemption from such registration is available; (iii) it the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is not anticipated that there will be any public market for necessary to verify the Common Stock accuracy and completeness of the information contained in the foreseeable future; (iv) when and if the Common Stock may be disposed of without registration in reliance on Rule 144 of the Securities Act (“Rule 144”), such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule; (v) if the Rule 144 exemption is not available, public offer or sale of any Common Stock without registration will require the availability of another exemption under the Securities Act; (vi) a restrictive legend in the form satisfactory to the Company shall be placed on the certificates representing the Common Stock; and (vii) a notation shall be made in the appropriate records of the transfer agent for the Common Stock indicating that the Common Stock is subject to restrictions on transfer. (e) Such Purchaser is either (i) an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (4) or (7) of the Securities Act or (ii) a non-U.S. person within the meaning of Regulation S under the Securities Act (which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust) and is purchasing the Common Stock outside the United States in reliance upon Regulation S under the Securities Act and, in either case, has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits, risks and consequences of an investment in the Common Stock and is able to bear the economic risk of loss of such investment, including the complete loss of such investment. (f) Neither such Purchaser, nor its affiliates or any person acting on its or any of their behalf has engaged, or will engage, in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Common StockDisclosure Documents. (g) Such Purchaser is nothas based his or its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, to and has not based its knowledge, purchasing the Common Stock as a result of investment decision on any advertisement, article, notice research or other communication report regarding the Common Stock published Company prepared by any third party ("Third Party Reports"). Such Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any newspaper, magazine or similar media or broadcast over television or radio or presented at Third Party Report. (h) Such Purchaser understands and acknowledges that (i) any seminar or, forward-looking information included in the Disclosure Documents supplied to such Purchaser’s knowledgePurchaser by the Company or its management is subject to risks and uncertainties, any other general solicitation including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company's actual results may differ materially from those projected by the Company or general advertisementits management in such forward-looking information. (i) This Agreement has been duly Such Purchaser understands and validly executed acknowledges that (i) the Securities are offered and delivered by such Purchaser and constitutes sold without registration under the valid, binding and enforceable agreement of such Purchaser except as enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affect creditor’s rights generally and (B) general principles of equity (regardless of whether such enforceability is considered Securities Act in a proceeding in equity or at law) private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such Purchaser has all exemption depends in part on, and that the requisite power Company and authority to execute its counsel will rely upon, the accuracy and deliver this Agreement and to perform its obligations hereunder. (i) Intentionally Omitted (j) Such Purchaser is duly organized, validly existing and in good standing under the laws truthfulness of the jurisdiction in which it was formed and all other jurisdictions where such qualification is necessary in light of such Purchaser’s activities; such investment will not result in any violation of or conflict with any term of the organizational documents of such Purchaser or any law or regulation applicable to it; foregoing representations and such Purchaser has not been organized or reorganized for the specific purpose, or for the purpose among other purposes, of acquiring the Common Stockhereby consents to such reliance.

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser severally represents and warrants to, in each case as to itself only, the Company that: (a) Such Purchaser acknowledges that, prior to the execution and delivery of this Agreement to the Company, such Purchaser has received the Preliminary Offering Circular, as supplemented by the Offering Circular Supplement, and the pricing supplement related thereto (together, the “Time of Sale Document”), has had adequate time to review the Time of Sale Document prior to making its decision to purchase the Share Units, and has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Company. (b) No offer by such Purchaser to buy Common Stock Share Units will be accepted and no part of the Purchase Price will be delivered to the Company by the Escrow Agent until such Purchaser has received the Time of Sale Document and the Company has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Purchaser has been delivered the Time of Sale Document and this Agreement is accepted and countersigned by or on behalf of the Company. (c) Such Purchaser is acquiring the Common Stock Share Units to be issued for its own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the sale or distribution thereof within the meaning of the Securities Act that would be in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Common Stock Share Units or any part thereof (other than pledges to its own lenders). (d) Such Purchaser has been advised by the Company that (i) the Common Stock is Share Units are being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(24(2) of the Securities Act or pursuant to Regulation S under the Securities Act and neither the offer nor sale of any Common Stock Share Units has been registered under the Securities Act or any state or foreign securities or “blue sky” laws; (ii) the Common Stock is Share Units are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that the undersigned must continue to bear the economic risk of the investment in its Common Stock Share Units unless the offer and sale of its Common Stock Share Units is subsequently registered under the Securities Act and all applicable state or foreign securities or “blue sky” laws or an exemption from such registration is available; (iii) it is not anticipated that there will be any public market for the Common Stock Share Units in the foreseeable future; (iv) when and if the Common Stock Share Units may be disposed of without registration in reliance on Rule 144 of the Securities Act (“Rule 144”), such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule; (v) if the Rule 144 exemption is not available, public offer or sale of any Common Stock Share Units without registration will require the availability of another exemption under the Securities Act; (vi) a restrictive legend in the form satisfactory to the Company shall be placed on the certificates representing the Common StockShare Units; and (vii) a notation shall be made in the appropriate records of the transfer agent for the Common Stock Share Units indicating that the Common Stock is Share Units are subject to restrictions on transfer. (e) Such Purchaser is either (i) an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (4) or (7) of the Securities Act or (ii) a non-U.S. person within the meaning of Regulation S under the Securities Act (which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust) and is purchasing the Common Stock Share Units outside the United States in reliance upon Regulation S under the Securities Act and, in either case, has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits, risks and consequences of an investment in the Common Stock Share Units and is able to bear the economic risk of loss of such investment, including the complete loss of such investment. (f) Neither such Purchaser, nor its affiliates or any person acting on its or any of their behalf has engaged, or will engage, in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Common StockShare Units. (g) Such Purchaser is not, to its knowledge, purchasing the Common Stock Share Units as a result of any advertisement, article, notice or other communication regarding the Common Stock Share Units published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to such Purchaser’s knowledge, any other general solicitation or general advertisement. (i) This Agreement has been duly and validly executed and delivered by such Purchaser and constitutes the valid, binding and enforceable agreement of such Purchaser except as enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affect creditor’s rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) such Purchaser has all the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (i) Intentionally OmittedSuch Purchaser acknowledges it has received access to, prior to the execution of this Agreement, (i) the Agreement for Fracturing Services between the Company and Petrohawk Energy Corporation, as amended as of January 14, 2011, (ii) that certain Work Order #(PES-20100901-LA), between the Company and Encana Oil & Gas (USA) Inc., as amended as of January 20, 2011, and (iii) the Lease Purchase Agreement (defined below) and, in each case, has had adequate time to review such contracts prior to making its decision to purchase the Share Units. (j) Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed and all other jurisdictions where such qualification is necessary in light of such Purchaser’s activities; such investment will not result in any violation of or conflict with any term of the organizational documents of such Purchaser or any law or regulation applicable to it; and such Purchaser has not been organized or reorganized for the specific purpose, or for the purpose among other purposes, of acquiring the Common StockShare Units. (k) Such Purchaser acknowledges that the Company will not consummate the Merger as contemplated and defined in the Preliminary Offering Circular and will instead enter into the Lease Purchase Agreement between the Company, Xxxxx Services Blocker, Inc., Xxxxxx Pressure Pumping Well Services L.L.C., and Xxxxxx Coil Tubing Well Services, L.L.C. (“Lease Purchase Agreement”). (l) Such Purchaser acknowledges that the Company is a company with a limited operating history and will initially rely substantially upon the equipment provided pursuant to the Lease Purchase Agreement. (m) All information which such Purchaser has provided to the Company concerning its financial position, and the knowledge of financial and business matters of the person making the investment decision on its behalf, is correct and complete as of the date hereof and may be relied upon.

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser severally represents and warrants toto the Seller, in each case as to itself only, the Company thatfollows: (a) Such Purchaser acknowledges thathas corporate or other power and authority, prior to and the execution and delivery of person signing this Agreement on its behalf is duly authorized to obligate such Purchaser, to purchase the Company, such Purchaser has had a full opportunity number of Purchased Shares to ask questions of and receive answers be purchased by it from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the CompanySeller pursuant to this Agreement. (b) No offer Such Purchaser is acquiring the Purchased Shared to be purchased by it pursuant to this Agreement for investment purposes for its own account, and not as nominee or agent, and not with a view to the resale or distribution of all or any of such Purchased Shares or any interest therein; and such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to buy Common Stock will be accepted and no part of the Purchase Price will be delivered to the Company by the Escrow Agent until such Purchaser has accepted such offer by countersigning sell, transfer or grant a copy of this Agreement, and participating interest in any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Purchaser has been delivered this Agreement accepted and countersigned by or on behalf of the CompanyPurchased Shares. (c) Such Purchaser is acquiring the Common Stock to be issued for its own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the sale or distribution thereof an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act that would be in violation and is prepared to hold the Purchased Shares purchased by it pursuant to this Agreement for an indefinite period of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Common Stock or any part thereof (other than pledges to its own lenders)time. (d) Such Purchaser has been advised by was formed more than one year ago, and was not formed for the Company that (i) the specific purpose of acquiring Common Stock is being privately placed by of the Company pursuant to an exemption from registration provided under Company. No person (as defined in the first sentence of Section 4(a)(22(a)(2) of the Securities Act Act) has invested or pursuant to Regulation S under will invest additional funds or others assets in, or has incurred or will incur additional obligations to, or change its status as a security holder of, such Purchaser, for the Securities Act and neither the offer nor sale purpose or as a result of such Purchaser's acquisition of any Common Stock has been registered under the Securities Act or any state or foreign securities or “blue sky” laws; (ii) the Common Stock is characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that the undersigned must continue to bear the economic risk of the investment in its Common Stock unless the offer and sale of its Common Stock is subsequently registered under the Securities Act and all applicable state or foreign securities or “blue sky” laws or an exemption from such registration is available; (iii) it is not anticipated that there will be any public market for the Common Stock in the foreseeable future; (iv) when and if the Common Stock may be disposed of without registration in reliance on Rule 144 of the Securities Act (“Rule 144”), such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule; (v) if the Rule 144 exemption is not available, public offer or sale of any Common Stock without registration will require the availability of another exemption under the Securities Act; (vi) a restrictive legend in the form satisfactory to the Company shall be placed on the certificates representing the Common Stock; and (vii) a notation shall be made in the appropriate records of the transfer agent for the Common Stock indicating that the Common Stock is subject to restrictions on transferPurchased Shares. (e) The entities and persons making the investment decision to acquire Purchased Shares on behalf of such Purchaser (the "Investment Decision Makers") are experienced and qualified investment professionals who are able to evaluate the merits and risks of investing in Purchased Shares, and are named on Exhibit A-3, along with their positions and/or offices with, and whether they are securities holders of, such Purchaser. Such persons are duly authorized on behalf of such Purchaser is either (i) an “accredited investor” within to make the meaning of Rule 501(a)(1)investment decision for such Purchaser. Except for such Investment Decision Makers, (2), (3), (4) or (7) none of the Securities Act or (ii) a non-U.S. person within the meaning of Regulation S under the Securities Act (which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust) and is purchasing the Common Stock outside the United States in reliance upon Regulation S under the Securities Act and, in either case, has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits, risks and consequences of an investment in the Common Stock and is able to bear the economic risk of loss security holders of such investmentPurchaser has any authority to, including or will engage or participate in, any investment decision regarding the complete loss purchase of any of the Purchased Shares by such investmentPurchaser. (f) Neither Such Purchaser, including its Investment Decision Makers, have had access to all periodic reports and other filings made by the Company with the Securities and Exchange Commission within the past three years; and have had an opportunity to review such reports and filings, and to consult with the professional financial advisers, accountants and counsel for such Purchaser, nor its affiliates or any person acting on its or any of their behalf has engaged, or will engage, in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Common Stock. (g) Seller has made no representation to such Purchaser regarding the Company, and specifically has made no representation to such Purchaser regarding the business, prospects, financial condition, or value of the Company. Such Purchaser is notaware that an investment in the Company is subject to substantial risk, and that the Purchased Shares being acquired by such Purchaser may eventually prove to its knowledge, purchasing be worth substantially less or more than the Common Stock as a result amount being paid to Seller. Such Purchaser was not sold any of the Purchased Shares by means of any advertisementgeneral solicitation. (h) Such Purchaser understands that the Purchased Shares have not been registered under the Act, articleand cannot be sold or offered for sale in the absence of an effective registration statement under the Act, notice or other communication regarding unless an exemption from registration is available and established. Such Purchaser understands that a stop transfer order may be placed on the Common Stock published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to such Purchaser’s knowledge, any other general solicitation or general advertisementPurchased Shares by the Transfer Agent. (i) This Agreement has been duly Each of the foregoing representations and validly executed warranties is true and delivered by such Purchaser and constitutes complete as of the valid, binding and enforceable agreement date of such Purchaser except as enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affect creditor’s rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) such Purchaser has all the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunderwill be true and complete at the time of the consummation of the purchase and sale of the Purchased Shares at the Closing provided for in Paragraph 6 hereof. (i) Intentionally Omitted (j) Such Neither such Purchaser is duly organizednor any person authorized to act on its behalf has employed any broker, validly existing finder or placement agent or incurred any liability for any brokerage, finder's or placement agent's fees or commissions in connection with the transaction contemplated by this Agreement. Each Purchaser agrees that it will indemnify, defend, and save harmless the Seller, each of its directors, officers, agents, and employees, and each person that directly or indirectly controls the Seller, from any and all liabilities, claims, demands, suits, and proceedings arising out of any material misstatements in good standing under the laws any of the jurisdiction in which it was formed and all other jurisdictions where such qualification is necessary in light of such Purchaser’s activities; such investment will not result in any violation of representations or conflict with any term of the organizational documents warranties of such Purchaser or any law or regulation applicable to it; and such Purchaser has not been organized or reorganized for the specific purpose, or for the purpose among other purposes, of acquiring the Common Stockset forth in Paragraph 3 hereof.

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER. Each Purchaser Purchaser, severally and not jointly, hereby represents and warrants to, in each case as to itself only, the Company that: (a) Such Purchaser acknowledges that, prior to the execution and delivery of this Agreement to the Company, such Purchaser has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Company. (b) No offer by such Purchaser to buy Common Stock will be accepted and no part of the Purchase Price will be delivered to the Company by the Escrow Agent until such Purchaser has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Purchaser has been delivered this Agreement accepted and countersigned by or on behalf of the Company. (c) 4.1 Such Purchaser is acquiring an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. 4.2 The Private Placement Common Stock to be issued Shares are being acquired for its such Purchaser’s own account account, only for investment purposes and not with a view towardto, or for resale or transfer in connection with, the sale any distribution or distribution public offering thereof within the meaning of the Securities Act that would be in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Common Stock or any part thereof (other than pledges to its own lenders)Act. (d) Such 4.3 If an entity, such Purchaser has been advised by the Company that (i) the Common Stock duly organized or formed, and is being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) of the Securities Act or pursuant to Regulation S validly existing and in good standing, under the Securities Act and neither the offer nor sale of any Common Stock has been registered under the Securities Act or any state or foreign securities or “blue sky” laws; (ii) the Common Stock is characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that the undersigned must continue to bear the economic risk of the investment in its Common Stock unless the offer and sale laws of its Common Stock is subsequently registered under the Securities Act jurisdiction of organization or formation and all applicable state or foreign securities or “blue sky” laws or an exemption from such registration is available; (iii) it is not anticipated that there will be any public market for the Common Stock in the foreseeable future; (iv) when and if the Common Stock may be disposed of without registration in reliance on Rule 144 of the Securities Act (“Rule 144”), such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule; (v) if the Rule 144 exemption is not available, public offer or sale of any Common Stock without registration will require the availability of another exemption under the Securities Act; (vi) a restrictive legend in the form satisfactory to the Company shall be placed on the certificates representing the Common Stock; and (vii) a notation shall be made in the appropriate records of the transfer agent for the Common Stock indicating that the Common Stock is subject to restrictions on transfer. (e) Such Purchaser is either (i) an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (4) or (7) of the Securities Act or (ii) a non-U.S. person within the meaning of Regulation S under the Securities Act (which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust) and is purchasing the Common Stock outside the United States in reliance upon Regulation S under the Securities Act and, in either case, has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits, risks and consequences of an investment in the Common Stock and is able to bear the economic risk of loss of such investment, including the complete loss of such investment. (f) Neither such Purchaser, nor its affiliates or any person acting on its or any of their behalf has engaged, or will engage, in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Common Stock. (g) Such Purchaser is not, to its knowledge, purchasing the Common Stock as a result of any advertisement, article, notice or other communication regarding the Common Stock published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to such Purchaser’s knowledge, any other general solicitation or general advertisement. (i) This Agreement has been duly and validly executed and delivered by such Purchaser and constitutes the valid, binding and enforceable agreement of such Purchaser except as enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affect creditor’s rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) such Purchaser has all the requisite necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby. If a natural person, such Purchaser is at least 21 years old and is legally competent to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (i) Intentionally Omitted (j) Such 4.4 If an entity, all action necessary to be taken by such Purchaser is duly organizedto authorize the execution, validly existing delivery and in good standing under the laws performance of the jurisdiction in which it was formed this Agreement and all other jurisdictions where agreements and instruments delivered by such qualification is necessary Purchaser in light connection with the transactions contemplated hereby has been duly and validly taken by such Purchaser. This Agreement has been duly executed and delivered by such Purchaser, and, upon the execution and delivery by all parties hereto other than such Purchaser, will constitute the valid and binding obligation of such Purchaser’s activities; , enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. The purchase by such investment will Purchaser of the applicable Private Placement Common Shares under this Agreement does not result in any violation of or conflict with any term of the organizational documents of such Purchaser (if an entity) or with any material contract to which such Purchaser is a party or any law laws or regulation regulations or any order, judgment or decree of any U.S. court applicable to it; such Purchaser or its property. 4.5 Such Purchaser understands and acknowledges that (i) the offering of the applicable Private Placement Common Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of such Private Placement Common Shares is exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and exempt from registration pursuant to applicable state or non-U.S. securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations, warranties, acknowledgements and agreements set forth in this Agreement. Such Purchaser acknowledges and agrees that such Private Placement Common Shares will be characterized as “restricted securities” under the Securities Act and may not be sold or otherwise transferred unless the Private Placement Common Shares are subsequently registered under the Securities Act and qualified under applicable state and non-U.S. securities and blue sky laws or unless an exemption from such registration and such qualification is available. 4.6 Such Purchaser (i) is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks involved in purchasing the applicable Private Placement Common Shares and to make an informed decision relating thereto, (ii) has the ability to bear the economic risk of such Purchaser’s prospective investment in such Private Placement Common Shares and (iii) has not been offered such Private Placement Common Shares by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar medium, or any broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such medium. Such Purchaser (i) has been furnished with the materials relating to the business, financial condition, liquidity, results of operations and prospects of the Company (including its predecessor) and its subsidiaries and other matters relevant to such Purchaser’s investment in such Private Placement Common Shares that have been requested by such Purchaser and (ii) such Purchaser has had adequate opportunity to ask questions of, and receive answers from, the officers, employees, agents, accountants and representatives of the Company concerning the business, financial condition, liquidity, results of operations and prospects of the Company (including its predecessor) and its subsidiaries and all other matters relevant to its investment in such Private Placement Common Shares. 4.7 Such Purchaser has a substantive, pre-existing relationship with the Company and was directly contacted by the Company or its agents outside the IPO effort. Such Purchaser (i) was not been organized identified or reorganized contacted through the marketing of the IPO and (ii) did not independently contact the Company as a result of the general solicitation or general advertising or the filing of the Registration Statement. 4.8 Such Purchaser has not incurred any liability for any finder’s fees or similar payments in connection with the specific purposetransactions herein contemplated. 4.9 Such Purchaser will have available (including, if applicable, through its affiliates) at the Closing sufficient funds (taking into account, as applicable, proceeds to be received by such Purchaser and/or its affiliates or for designees in connection with the purpose among other purposes, of acquiring formation transactions described in the Registration Statement) to acquire the applicable Private Placement Common StockShares to be purchased by such Purchaser pursuant to this Agreement.