Common use of Representations and Warranties of Holder Clause in Contracts

Representations and Warranties of Holder. Holder represents and warrants that: (a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shares. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (c) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (d) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreement.

Representations and Warranties of Holder. Holder represents and ---------------------------------------- warrants thatto Parent and the Merger Sub as follows: (ai) Holder and/or certain is the record or beneficial owner of its controlled affiliates the Optioned Securities, or has the right to vote the Voting Securities, listed on Schedule 1, (ii) such Optioned Securities or Voting Securities are the only Equity Securities owned of record or beneficially own by Holder or in which Holder has any interest or which Holder has the Holder’s Shares.right to vote, as the case may be, and (iii) Holder does not have any option or other right to acquire any other Equity Securities; (b) If Xxxxxx is a natural personHolder has the right, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, Agreement and to perform his its obligations hereunder; the execution, delivery and performance of this Agreement by Holder will not require the consent of any other person and will not constitute a violation of, conflict with or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not result in a natural person, default under (i) it any contract, understanding or arrangement to which Holder is a legal entity duly organizedparty or by which Holder is bound, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate any judgment, decree or other power order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement on the part of Holder Holder, enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws affecting relating to creditors’ ' rights generally and subject, as to enforceability, to general principles of equity.; (c) The execution and delivery of this Agreement by Xxxxxx does not, and any Shares included in the performance Optioned Securities owned by Holder have been validly issued and are fully paid and nonassessable (except as otherwise provided by Wisconsin law) and any shares of its obligations hereunder will notCompany Common Stock issuable upon exercise, (i) conflict with exchange or result in a violation conversion of any other Equity Securities, when issued and upon payment of the organizational documents of Holder exercise price therefor, will be validly issued, fully paid and nonassessable (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken except as otherwise provided by any Person (including under any contract binding upon Holder or any Holder’s SharesWisconsin law), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement.; (d) As of the date of this AgreementOptioned Securities owned by Holder are now, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to and at all times during the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity term of this Agreement or would reasonably be expected to prevent or materially delaywill be, impair or adversely affect the performance held by Holder free and clear of its obligations under all adverse claims, liens, encumbrances and security interests, and none of the Optioned Securities or Voting Securities are subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting or disposition of the Optioned Securities or Voting Securities; and there are no outstanding options, warrants or rights to purchase or acquire, or agreements (except for this Agreement) relating to, such Optioned Securities or Voting Securities; and (e) upon purchase of the Optioned Securities owned by Holder, the Merger Sub will obtain good and marketable title to such Optioned Securities, free and clear of all adverse claims, liens, encumbrances and security interests (except any created by the Merger Sub).

Representations and Warranties of Holder. Holder represents and warrants that: (a) Holder and/or certain of its controlled affiliates beneficially own hereby represents and warrants to the Holder’s Shares. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, Company as follows: (i) it Holder is a legal entity duly organizedthe beneficial or record owner of the shares of Common Stock and/or Warrants indicated on the signature page of this Agreement free and clear of any and all pledges, validly existing andliens, to the extent such concept is applicablesecurity interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate each case that would impair or other power and authority and has taken all corporate or other action necessary in order adversely affect Holder’s ability to execute, deliver and perform its obligations under this Agreement; (ii) Holder has full power and authority to make, enter into and carry out the terms of this Agreement and to consummate grant the transactions contemplated hereby. This irrevocable proxy as set forth in Section 2; and (iii) this Agreement has been duly and validly executed and delivered by Xxxxxx and, assuming due authorization Holder and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms. Holder agrees to notify the Company promptly of any proposed transfers of any shares of Common Stock or any Warrants. (b) As of the date hereof and for so long as this Agreement remains in effect, subject except for this Agreement or as otherwise permitted by this Agreement, Holder has full legal power, authority and right to applicable bankruptcyvote all of shares of Common Stock then owned of record or beneficially by Holder without the consent or approval of, insolvencyor any other action on the part of, fraudulent conveyanceany other person. Without limiting the generality of the foregoing, reorganizationHolder has not entered into any voting agreement (other than this Agreement) with any person with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), moratorium and similar laws granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), deposited such shares of Common Stock or any Warrants (or any of the shares of Common Stock underlying any Warrants) in a voting trust or entered into any arrangement or agreement with any person limiting or affecting creditors’ rights generally and subjectHolder’s legal power, as authority or right to enforceability, to general principles vote any shares of equityCommon Stock on any matter. (c) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder of its agreements and obligations hereunder will not, (i) not result in any breach or violation of or be in conflict with or result in constitute a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including default under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (d) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions term of any orderagreement, judgment, injunction, order, decree, writlaw, stipulation, determination regulation or award, in each case, entered arrangement to which Holder is a party or by which Holder (or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares assets) are bound, except for any such breach, violation, conflict or default which, individually or in the validity of this Agreement or aggregate, would reasonably be expected to prevent or materially delay, not impair or adversely affect the performance by Holder of Holder’s ability to perform its obligations under this AgreementAgreement or render inaccurate any of the representations made by Holder herein.

Representations and Warranties of Holder. Holder represents represents, warrants, and warrants thatagrees as follows: 3.1 Holder acknowledges and understands that (ai) the Securities are being offered and sold under exemptions from registration provided for in Section 4(2) of, and Regulation D promulgated under, the Securities Act of 1933, as amended (the "1933 Act") and similar exemptions from the provisions of the securities laws of New York, Oregon and Nevada, (ii) Holder and/or certain is purchasing the Securities without being furnished any offering literature or prospectus other than the SEC Reports, (iii) this transaction has not been scrutinized by the United States Securities and Exchange Commission or by any administrative agency charged with the administration of its controlled affiliates beneficially own the securities laws of any state because of the small number of persons solicited and the private aspects of the offering, and (iv) all documents, records, and books pertaining to this investment, have been made available to Holder and Holder’s Shares's advisors and representatives, if any, and that the books and records of the Company are and will be available upon reasonable notice for inspection by investors during reasonable business hours at the Company's principal place of business. (b) 3.2 If Xxxxxx Holder is an individual, then Holder is a natural person(i) citizen of the United States and at least 21 years of age, he and (ii) bona fide resident and domiciliary (not a temporary or she has all transient resident) of the requisite power and authority State of New York and has taken all action necessary in order to execute and deliver this Agreement, to perform his no present intention of becoming a resident of any other state or her obligations hereunder and to consummate the transactions contemplated hereby. jurisdiction. 3.3 If Holder is not a natural personan indiviudal, then (iA) it Holder is a legal an entity duly organized, organized and validly existing and, to the extent such concept is applicable, in good standing exisiting under the laws of the jurisdiction State of its organization and New York, (iiB) Holder has all requisite corporate or other full power and authority to sign and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate perform all of Holder's obligations under this Agreement, and (C) this Agreement is the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx andlegal, assuming due authorization and execution by each other party heretovalid, constitutes a valid and binding agreement obligation of Holder Holder, enforceable against Holder in accordance with its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws affecting creditors’ rights generally and subject, as to enforceability, to of general application or by general principles of equity. (c) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by 3.4 Holder of its obligations hereunder will not, is able (i) conflict with or result to bear the economic risk of an investment in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subjectSecurities for an indefinite period, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (d) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) to afford a complete loss of an investment. 3.5 Holder has knowledge and experience in financial and business matters and is not a party to or subject to capable of evaluating the provisions risks and merits of any order, judgment, injunction, decree, writ, stipulation, determination or award, an investment in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this AgreementSecurities.

Representations and Warranties of Holder. Holder hereby represents and warrants thatto Parent as follows: (a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Sharesaddress and email address set forth on the signature page hereto are accurate and complete. (b) If Xxxxxx Holder has completed the investor questionnaire attached hereto as Exhibit A, and the information set forth therein is a natural person, he or she has all the requisite power accurate and authority complete. Holder understands and has taken all action necessary in order acknowledges that Parent is relying on such investor questionnaire to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If determine whether Holder is not a natural personan accredited investor within the meaning of Rule 501 of Regulation D promulgated by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (i) it the “Securities Act”), and is a legal entity duly organized, validly existing and, using such information for purposes of confirming the availability of an exemption to the extent such concept is applicable, in good standing registration requirements under the laws of Securities Act in connection with issuing the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary Parent Shares in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityMerger. (c) The If Holder is an entity, it has all requisite power and authority or, if Holder is an individual, he/she has the legal capacity, to enter into this Agreement and any other agreement to which Holder is, or is to be, a party in connection with the Merger (this Agreement and such other agreements (if any), collectively, the “Holder Agreements”), and to perform its, his or her covenants and obligations hereunder and, if applicable, thereunder. If Holder is an entity, the execution and delivery of this Agreement by Xxxxxx does not, the Holder Agreements and the performance by Holder of its covenants and obligations hereunder will not, (i) conflict with or result in a violation of under the organizational documents Holder Agreements have been duly authorized by all necessary action on the part of Holder (if and no further action is required on the part of Holder is not a natural person) to authorize the Holder Agreements or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its covenants and obligations under this Agreementhereunder or, if applicable, thereunder. This Agreement and the other Holder Agreements have been, or will be upon execution by Holder, duly executed and delivered by Holder, and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of Holder, enforceable against Holder in accordance with their respective terms, subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. (d) As of the date hereof, there is no Action of this Agreementany nature pending, or to the knowledge of Holder, threatened, against Holder or any of Holder’s properties (whether tangible or intangible) or, if Holder is an entity, any of Holder’s officers or directors (in their capacities as such), arising out of or relating to: (i) Holder’s beneficial ownership of Company Interests or any right to acquire the same, (ii) Holder’s capacity as a Company Member, (iii) the Holder Agreements, the Merger Agreement, or any of the Contracts or the transactions contemplated hereby or thereby, (iv) any contribution, assignment, sale or other transfer of assets (tangible and intangible) by Holder (or any of its Affiliates) to the Company or any of its Affiliates, or (v) any other Contract between Holder (or any of its Affiliates) and the Company or any of its Affiliates, nor to the actual knowledge of Holder is there any reasonable basis therefor. As of the date hereof, there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority Action pending against Holder or, to the knowledge of Holder, threatened against Holder with respect to which Holder has the right, pursuant to Contract, the Laws of the State of California or otherwise, to indemnification from the Company or any of its Affiliates related to facts and circumstances existing prior to the date hereof. (e) The execution and delivery by Holder of this Agreement and each other Holder Agreement (if any), and the performance by Holder of its, his or her covenants and obligations hereunder and, if applicable, thereunder will not conflict with (i) any provision of the charter documents of Holder if Holder is an entity, (ii) any Contract to which Holder or any of its, his or her properties or assets is subject, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holder or its, his or her properties or assets. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of Holder in order to enable Holder to execute and deliver this Agreement and each other Holder Agreement (if any), and perform its, his or her covenants and obligations hereunder and, if applicable, thereunder. (f) Holder (i) has received a copy of the Merger Agreement, this Agreement and each other Holder Agreement (if any), (ii) has had the opportunity to carefully read each such agreement, (iii) has discussed the foregoing with Holder’s professional advisors to the extent Holder has deemed necessary and (iv) understands his, her or its obligations hereunder or thereunder. (g) Holder is the sole record and beneficial owner of, and has the sole right to vote, if applicable, and to dispose of, the Company Interests set forth on the signature page hereto (collectively, the “Holder Securities”) (subject to, in the case of individuals, applicable community property laws, if any), and such Holder Securities are, or as of the Closing will be, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind. Holder is not a party to or subject any Contract with respect to the provisions voting of equity securities of the Company or relating to the allocation of the Merger Consideration in a manner that is inconsistent with the terms of the Merger Agreement, this Agreement and each other Holder Agreement (if any). Other than the Holder Securities, Holder does not beneficially own any other securities of the Company or rights to acquire securities of the Company. (h) Holder has not (i) Transferred any of the Holder Securities, or any interest therein, (ii) granted any options, warrants, calls or any other rights to purchase or otherwise acquire any such Holder Securities or any interest therein, or (iii) entered into any Contract with respect to any of the matters contemplated by clauses (i) or (ii). (i) Holder is not obligated for the payment of any orderfees or expenses of any investment banker, judgmentbroker, injunctionadvisor, decreefinder or similar party in connection with the origin, writnegotiation or execution of the Merger Agreement, stipulationthis Agreement and each other Holder Agreement (if any), determination or awardin connection with the Merger or any other transaction contemplated thereby (except to the extent Holder bears any liability therefor pursuant to the terms of the Merger Agreement, in this Agreement and each caseother Holder Agreement (if any)). Neither Parent nor the Company shall incur any Liabilities, either directly or indirectly, to any investment banker, broker, advisor, finder or similar party as a result of the Merger Agreement, this Agreement and each other Holder Agreement (if any) or the Merger or any other transaction contemplated thereby due to arrangements entered into by or Holder with any governmental authoritysuch investment banker, in each casebroker, that questions the beneficial advisor, finder or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreementsimilar party.

Representations and Warranties of Holder. Each Holder severally and not jointly represents and warrants thatto Parent and Purchaser as follows: (a) As of the date of this Agreement: (i) such Holder and/or certain is the record and beneficial owner (as defined in Rule 13d-3 of its controlled affiliates beneficially own the Exchange Act) of the number of Shares indicated opposite such Holder’s name on Schedule 1; (ii) such Holder has good and marketable title to such Shares free and clear of any Liens (other than Permitted Liens); (iii) except as set forth in Amendment No. 3 to the Holders’ Schedule 13G filed on February 14, 2019, such Holder has sole unrestricted voting power with respect to such Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Holder’s Shares; and (iv) none of the Shares is subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares to the extent such Shares have voting rights, except as contemplated by this Agreement. Except for any New Shares, the number of Shares indicated opposite such Holder’s name on Schedule 1 are the only equity interests in the Company beneficially owned (as defined in Rule 13d-3 of the Exchange Act) or owned of record by such Holder as of the date of this Agreement. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Such Holder is not a natural person, (i) it is a legal entity duly organized, organized and validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction in which it is incorporated or constituted. The consummation of its organization the transactions contemplated by this Agreement are within such Holder’s entity power and (ii) have been duly authorized by all necessary entity actions on the part of such Holder. Such Holder has all requisite corporate or other power and authority to execute and has taken all corporate or other action necessary in order to executedeliver, deliver and perform its obligations under under, this Agreement and to consummate the transactions contemplated hereby. by this Agreement. (c) This Agreement has been duly and validly executed and delivered by Xxxxxx andsuch Holder. Assuming the due authorization, assuming due authorization execution and execution delivery by each other party heretoParent and Purchaser of this Agreement, this Agreement constitutes a valid and binding agreement of Holder such Holder, enforceable against such Holder in accordance with its terms, subject to applicable except as enforcement may be limited by general principles of equity (whether applied in a court of law or a court of equity) and by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityremedies generally. (cd) The execution and delivery of this Agreement by Xxxxxx such Holder does not, and the performance by such Holder of its obligations hereunder under this Agreement will not, : (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or violate any Legal Requirement applicable law to which such Holder or the such Holder’s Shares is subjectShares, or (ii) except as may be required by the rules and regulations of the NYSE, the Securities Act and applicable securities Laws, require any consent or approval that has not been given consent, approval, order, authorization or other action that has not been taken by by, or filing with or notice to, any Person (including under any contract Governmental Body) under, constitute a default (with or without the giving of notice or the lapse of time or both) under, any Contract, trust, order, judgment, writ, stipulation, settlement, award, or decree binding upon Holder on such Holder, or (iii) violate any provision of any charter, bylaw or other organizational document of such Holder’s Shares, in case of each of clauses (i) and (ii), except as would not reasonably be expected to adversely affect the ability of such Holder to perform its obligations under this Agreement in each caseany material respect or to consummate the transactions contemplated by this Agreement in a timely manner. (e) To the knowledge of such Holder, to the extent there is no Legal Proceeding pending against, or threatened in writing against such consent, approval or other action Holder that would prevent, enjoin delay or materially delay impair the performance consummation by such Holder of the transactions contemplated by this Agreement, or otherwise impair such Holder’s ability to perform its obligations under this Agreement. (df) As of Such Holder understands and acknowledges that Parent and Purchaser are entering into the date Merger Agreement in reliance upon such Holder’s execution, delivery and performance of this Agreement. (g) No broker, (i) there finder, investment banker or financial advisor is no actionentitled to any brokerage, claimfinder’s, suit, audit, assessment, arbitration, mediation financial advisor’s or inquiryother similar fee or commission, or any proceeding or investigationthe reimbursement of expenses, in connection with the Transactions based upon arrangements made by or before any governmental authority pending against on behalf of such Holder orfor which the Company, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to Parent or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or Purchaser would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreementresponsible.

Representations and Warranties of Holder. Each Holder hereby represents and warrants thatas follows: (a) Such Holder and/or certain (i) is the record and beneficial owner of its controlled affiliates Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (x) restrictions on transfer under applicable securities laws, or (y) this Agreement), and (ii) does not beneficially own any securities of Aevi (including options, warrants or convertible securities) other than the HolderSubject Securities and that certain Secured Convertible Promissory Note, dated as of March 29, 2019, as amended to date, between Aevi and The Children’s SharesHospital of Philadelphia. (b) If Xxxxxx Such Holder has the sole right to transfer, to vote (or cause to vote) and to direct (or cause to direct) the voting of the Subject Securities, and none of the Subject Securities are subject to any voting trust or other agreement, arrangement or restriction with respect to the transfer or the voting of the Subject Securities (other than restrictions on transfer under applicable securities laws), except as set forth in this Agreement. (c) Such Holder, if it is a natural personan entity, he or she has all the requisite power and authority and or, if such Holder is an individual, has taken all action necessary in order the legal capacity, to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. . (d) This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization such Holder and execution by each other party hereto, constitutes a valid and binding agreement obligation of such Holder and, assuming due authorization, execution and delivery by the other Parties hereto, is enforceable against such Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (ce) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder There is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each caseno Action pending or, to the extent knowledge of such consentHolder, approval threatened in writing against such Holder at law or other action would prevent, enjoin equity before or by any Governmental Entity that could reasonably be expected to impair or materially delay the performance by such Holder of its obligations under this Agreement. (d) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation Agreement or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the otherwise adversely impact such Holder’s Shares or the validity of this Agreement or would reasonably be expected ability to prevent or materially delay, impair or adversely affect the performance by Holder of perform its obligations under this Agreementhereunder.

Representations and Warranties of Holder. Each Holder severally and not jointly represents and warrants thatto Parent and Merger Sub as follows: (a) As of the date of this Agreement: (i) such Holder and/or certain is the record and beneficial owner (as defined in Rule 13d-3 of its controlled affiliates beneficially own the Exchange Act) of the number of Shares indicated opposite such Holder’s name on Schedule 1; (ii) such Holder has good and marketable title to such Shares free and clear of any Liens (other than Permitted Liens); (iii) such Holder has sole unrestricted voting power with respect to such Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Holder’s Shares; and (iv) except as set forth in the Company SEC Documents, none of the Shares is subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares to the extent such Shares have voting rights, except as contemplated by this Agreement. Except for any New Shares, the number of Shares indicated opposite such Xxxxxx’s name on Schedule 1 are the only equity interests in the Company beneficially owned (as defined in Rule 13d-3 of the Exchange Act) or owned of record by such Holder as of the date of this Agreement. (b) If Xxxxxx such Holder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural personlegal entity, (i) it such Holder is a legal entity duly organized, organized and validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization in which it is incorporated or constituted; and (ii) the consummation of the Transactions contemplated by this Agreement are within such Holder’s entity power and have been duly authorized by all necessary entity actions on the part of such Holder. Such Holder has all requisite corporate or other power and authority to execute and has taken all corporate or other action necessary in order to executedeliver, deliver and perform its such Xxxxxx’s obligations under under, this Agreement and to consummate the transactions Transactions contemplated hereby. by this Agreement. (c) This Agreement has been duly and validly executed and delivered by such Xxxxxx. Assuming the due authorization, execution and delivery by Xxxxxx andand Merger Sub of this Agreement, assuming due authorization and execution by each other party hereto, this Agreement constitutes a valid and binding agreement of Holder such Holder, enforceable against such Holder in accordance with its terms, subject to applicable except as enforcement may be limited by general principles of equity (whether applied in a court of law or a court of equity) and by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityremedies generally. (cd) The execution and delivery of this Agreement by Xxxxxx such Holder does not, and the performance by such Holder of its such Holder’s obligations hereunder under this Agreement will not, : (i) conflict violate any applicable Law applicable to such Holder or such Holder’s Shares, (ii) except as may be required by the rules and regulations of NYSE, the Securities Act, the Exchange Act and applicable Laws, including securities laws, require any consent, approval, order, authorization or other action by, or filing with or result in notice to, any Person (including any Governmental Entity) under, or constitute a violation default (with or without the giving of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder notice or the Holder’s Shares is subjectlapse of time or both) under, any Contract, trust, or Order binding on such Holder, (iiiii) require any consent or approval that has not been given under, violate, conflict with, result in any breach of or other action that has not been taken by any Person loss of any benefit under, constitute a default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including under any contract binding upon Holder right of first refusal or right of first offer or the like) or any Holder’s Shares)right of termination, vesting, amendment, modification, acceleration (including any acceleration payments) or cancellation (in each case, with or without notice or lapse of time or both) under any Contract to which the extent Holder or any Affiliate thereof is a party, or by which they or any of their respective properties or assets are be bound or affected or (iv) if such consentHolder is a legal entity, approval violate any provision of any charter, bylaw or other action organizational document of such Holder, in case of each of clauses (i), (ii) and (iii), except as would prevent, enjoin or materially delay not reasonably be expected to have a material adverse effect on the performance by ability of such Holder of its to perform such Holder’s obligations under this Agreement. (de) As To the knowledge of such Holder, as of the date of this Agreementhereof, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiryLegal Proceeding pending against, or threatened in writing against such Holder or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the such Holder’s Shares or properties as assets (including the validity of this Agreement or Shares) that would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its have a material adverse effect on such Holder’s ability to perform such Holder’s obligations under this Agreement. (f) Such Holder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Xxxxxx’s execution, delivery and performance of this Agreement.

Representations and Warranties of Holder. Each Holder severally and not jointly represents and warrants thatto Parent and Merger Sub as follows: (a) As of the date of this Agreement: (i) such Holder and/or certain is the record and beneficial owner (as defined in Rule 13d-3 of its controlled affiliates beneficially own the Exchange Act) of the number of Shares indicated opposite such Holder’s name on Schedule 1; (ii) such Holder has good and marketable title to such Shares free and clear of any Liens (other than Permitted Liens); (iii) such Holder has sole unrestricted voting power with respect to such Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Holder’s Shares; and (iv) except as set forth in the Company SEC Documents, none of the Shares is subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares to the extent such Shares have voting rights, except as contemplated by this Agreement. Except for any New Shares, the number of Shares indicated opposite such Holder’s name on Schedule 1 are the only equity interests in the Company beneficially owned (as defined in Rule 13d-3 of the Exchange Act) or owned of record by such Holder as of the date of this Agreement. (b) If Xxxxxx such Holder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural personlegal entity, (i) it such Holder is a legal entity duly organized, organized and validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization in which it is incorporated or constituted; and (ii) ii)the consummation of the Transactions contemplated by this Agreement are within such Holder’s entity power and have been duly authorized by all necessary entity actions on the part of such Holder. Such Holder has all requisite corporate or other power and authority to execute and has taken all corporate or other action necessary in order to executedeliver, deliver and perform its such Holder’s obligations under under, this Agreement and to consummate the transactions Transactions contemplated hereby. by this Agreement. (c) This Agreement has been duly and validly executed and delivered by Xxxxxx andsuch Holder. Assuming the due authorization, assuming due authorization execution and execution delivery by each other party heretoParent and Merger Sub of this Agreement, this Agreement constitutes a valid and binding agreement of Holder such Holder, enforceable against such Holder in accordance with its terms, subject to applicable except as enforcement may be limited by general principles of equity (whether applied in a court of law or a court of equity) and by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityremedies generally. (cd) The execution and delivery of this Agreement by Xxxxxx such Holder does not, and the performance by such Holder of its such Holder’s obligations hereunder under this Agreement will not, : (i) conflict violate any applicable Law applicable to such Holder or such Holder’s Shares, (ii) except as may be required by the rules and regulations of NYSE, the Securities Act, the Exchange Act and applicable Laws, including securities laws, require any consent, approval, order, authorization or other action by, or filing with or result in notice to, any Person (including any Governmental Entity) under, or constitute a violation default (with or without the giving of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder notice or the Holder’s Shares is subjectlapse of time or both) under, any Contract, trust, or Order binding on such Holder, (iiiii) require any consent or approval that has not been given under, violate, conflict with, result in any breach of or other action that has not been taken by any Person loss of any benefit under, constitute a default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including under any contract binding upon Holder right of first refusal or right of first offer or the like) or any Holder’s Shares)right of termination, vesting, amendment, modification, acceleration (including any acceleration payments) or cancellation (in each case, with or without notice or lapse of time or both) under any Contract to which the extent Holder or any Affiliate thereof is a party, or by which they or any of their respective properties or assets are be bound or affected or (iv) if such consentHolder is a legal entity, approval violate any provision of any charter, bylaw or other action organizational document of such Holder, in case of each of clauses (i), (ii) and (iii), except as would prevent, enjoin or materially delay not reasonably be expected to have a material adverse effect on the performance by ability of such Holder of its to perform such Holder’s obligations under this Agreement. (de) As To the knowledge of such Holder, as of the date of this Agreementhereof, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiryLegal Proceeding pending against, or threatened in writing against such Holder or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the such Holder’s Shares or properties as assets (including the validity of this Agreement or Shares) that would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its have a material adverse effect on such Holder’s ability to perform such Holder’s obligations under this Agreement. (f) Such Holder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Holder’s execution, delivery and performance of this Agreement. (g) No broker, finder, investment banker or financial advisor is entitled to any brokerage, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, from the Company in connection with such Holder tendering such Holder’s Shares pursuant to this Agreement based on arrangements made by or on behalf of such Holder in such Holder’s capacity as such.

Representations and Warranties of Holder. Holder hereby represents and warrants that: (a) None of the Options have been exercised on or prior to the date hereof. Other than pursuant to the Award, Holder and/or certain has no right, title or interest in any other securities convertible into or exchangeable or exercisable for any shares of its controlled affiliates beneficially own the HolderCompany’s Shares.capital stock or any other right, title or interest in any rights or options to subscribe for or to purchase any shares of the Company’s capital stock or any other securities convertible into or exchangeable or exercisable for the Company’s capital stock. Holder has good and unencumbered title to the Award, free and clear of all pledges, security interests, liens, claims, rights of first refusal or offer, and any other restrictions or limitations of any kind whatsoever, other than as set forth in the Award Agreement and the Plan, and Holder has not sold, transferred, given, pledged, assigned or otherwise disposed of (including by gift), or consented to any transfer of, any or all of the Award or any interest therein, or entered into any arrangement with respect to the transfer of the Award to any person or entity other than the Company; (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx andHolder, assuming due authorization and execution by each other party hereto, constitutes a legal, valid and binding agreement obligation of Holder Holder, enforceable against Holder in accordance with its terms, subject . Holder has full power and authority and legal capacity to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium execute and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.deliver this Agreement; (c) The execution Holder has carefully reviewed this Agreement, the Merger Agreement and delivery all other related materials attached thereto and has been given the opportunity to consult with independent legal counsel and tax, financial and business advisors regarding Holder’s rights and obligations under this Agreement and the Merger Agreement, and fully understands the terms and conditions contained in this Agreement and the Merger Agreement and intends for the terms of this Agreement by Xxxxxx does not, to be binding on and the performance by enforceable against Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that and has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under entered into this Agreement.Agreement voluntarily; and (d) As The Company has the right to deduct from the amounts otherwise payable hereunder, any and all amounts in respect of all taxes which may be required to be deducted or withheld under any provision of applicable law; provided, however, that the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder Company is not a party obligated to or subject guarantee any particular tax result for Holder with respect to the provisions of any orderpayment provided to Holder hereunder, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or and Holder shall be solely responsible for any taxes imposed on Holder with respect to any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreementsuch payment.

Representations and Warranties of Holder. Holder hereby represents and warrants to the Purchaser and the Company that: : (ai) Holder and/or certain is the beneficial owner of its controlled affiliates beneficially own the Shares set forth under Holder’s name on the signature page hereto, which, at the date of this Agreement and at all times up until the earlier to occur of (x) the Effective Time and (y) the date of termination of this Agreement, (A) will be free and clear of all Liens of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents), and (B) Holder has and will have sole power to vote or cause to be voted such Shares. ; (bii) If Xxxxxx is a natural personas of the date hereof, he Holder does not own of record or she beneficially any shares of outstanding capital stock of the Company other than the Shares set forth under Holder’s name on the signature page hereto (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable Law); (iii) Holder has all the requisite legal capacity, power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver enter into and perform its all of Holder’s obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement; (iv) this Agreement has been duly and validly executed and delivered by Xxxxxx and, assuming due authorization Holder and execution by each other party hereto, constitutes a valid and binding agreement of Holder Holder, enforceable against Holder in accordance with its terms, subject to applicable (x) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (y) rules of law governing specific performance, fraudulent conveyance, reorganization, moratorium injunctive relief and similar laws affecting creditors’ rights generally other equitable remedies; and subject, as to enforceability, to general principles (v) none of equity. (c) The the execution and delivery of this Agreement by Xxxxxx does notHolder, and the performance by Holder of its obligations hereunder will notor the consummation by it of the transactions contemplated hereby shall (A) result in, (i) conflict with or result in give rise to, a violation or breach of or a default under any of the organizational documents terms of Holder (if Holder is not a natural person) any Contract or applicable law obligation to which Holder is a party or by which Holder or any of the Holder’s Shares is subjectmay be bound, or (iiB) require violate any consent applicable Law or approval that has Order, except in each case of clauses (A) and (B) as would not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any reasonably be expected to impair Holder’s Shares), in each case, ability to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of perform its obligations under this AgreementAgreement in any material respect. (d) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreement.

Representations and Warranties of Holder. The Holder hereby represents and warrants to the Company that: (a) a. The Holder and/or certain has full power and authority to exchange, sell, assign and transfer the Securities sold hereby and to enter into this Repurchase Agreement and perform all obligations required to be performed by the Holder hereunder. b. The Holder is the current beneficial owner of the Securities. When the Securities are sold, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances. The Securities sold hereby are not subject to any adverse claims, rights or proxies. The Holder shall be responsible for its controlled affiliates beneficially own tax liability that may arise as a result of the transactions contemplated by this Repurchase Agreement. c. The Repurchase will not contravene any law, rule or regulation binding on the Holder or any investment guideline or restriction applicable to the Holder. d. The Holder acknowledges that no person has been authorized to give any information or to make any representation or warranty concerning the Company or the Repurchase other than the information set forth herein in connection with the Holder’s Sharesexamination of the Company and the terms of the Repurchase, and the Company does not take any responsibility for, and the Company cannot provide any assurance as to the reliability of, any other information that others may provide to the Holder. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If e. The Holder is not a natural person, acknowledges that (i) it has reviewed the Company’s filings with the SEC and (ii) it is relying only upon the information contained in the Company’s filings with the SEC and the representations and warranties of the Company in this Repurchase Agreement and not upon any other information. The Holder acknowledges and understands that: (x) the Company currently may have, and later may come into possession of, information with respect to the Company that is not known to Holder and that may be material to a decision to sell the Securities (such information, “Holder Excluded Information”); (y) Holder has determined to sell the Securities notwithstanding its lack of knowledge of Holder Excluded Information; and (z) the Company shall not have any liability to Holder, and Holder waives and releases any claims that he might have against the Company, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Holder Excluded Information in connection with the Repurchase and the transactions contemplated by this Agreement f. The Holder acknowledges and understands that the Company’s plans for the future, if successful, may result in the Securities being sold by the Holder becoming more valuable and that the future value of the Securities could exceed the amounts the Holder will receive under this Repurchase Agreement. In addition, the Holder acknowledges and understands that the Consideration may be less than the Holder would receive if the Securities were redeemed pursuant to the terms of the Certificate of Designations of the Series B Preferred Stock (the “COD”), in connection with a Fundamental Change (as defined in the COD) or otherwise under the COD. The Holder has determined to forego the possibility of such future value in order to obtain consideration in accordance with this Repurchase Agreement. Neither the Company, nor any of their respective officers, directors, employees or agents have made any representations to the Holder regarding the present or future value of the Securities being sold by the Holder, or the advisability of the decision to sell the Securities pursuant to this Repurchase Agreement. The Holder confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates or representatives as investment advice or as a recommendation to participate in the Repurchase and receive the Consideration for the Securities. It is understood that information provided by the Company, or any of its affiliates or representatives shall not be considered investment advice or a recommendation to conduct the Repurchase. g. The Holder is a legal entity corporation, limited partnership, limited liability company or other entity, as the case may be, duly organizedformed, validly existing and, to the extent such concept is applicable, and in good standing under the laws of the jurisdiction of its organization and formation. h. The Holder acknowledges that (i) it is a sophisticated investor, (ii) has all requisite corporate the terms of the Repurchase have been mutually negotiated between the Holder and the Company and (iii) that the Holder was given a meaningful opportunity to negotiate the terms of the Repurchase. i. The Holder will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Securities sold hereby. j. There is no investment banker, broker, finder or other power and authority and intermediary which has taken all corporate been retained by, will be retained by or other action necessary in order is authorized to execute, deliver and perform its obligations under this Agreement and act on behalf of the Holder who might be entitled to consummate any fee or commission from the Company or the Holder upon consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (c) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Repurchase Agreement. (d) As k. The Holder understands that the Company and others will rely upon the truth and accuracy of the date foregoing representations, warranties and covenants and agrees that if any of the representations and warranties deemed to have been made by it by its participation in the transactions contemplated by this AgreementRepurchase Agreement are no longer accurate, (i) there is no actionthe Holder shall promptly notify the Company. The Holder understands that, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against unless the Holder or, notifies the Company in writing to the knowledge of Holdercontrary before the Closing, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares representations and warranties contained in this Repurchase Agreement will be deemed to have been reaffirmed and confirmed as of the Closing. l. The Holder acknowledges and agrees that the Company has not made any representation, warranty, covenant or agreement, whether express or implied, of any kind or character to the validity Holder with respect to the subject matter of this Agreement or would reasonably be expected to prevent or materially delayRepurchase Agreement, impair or adversely affect the performance by Holder of its obligations under except as expressly set forth in this Repurchase Agreement.

Representations and Warranties of Holder. As of March 31, 1998 (the "Closing Date"), the Holder represents and warrants thatas follows: (a) a. The Holder and/or is the owner, subject to paragraph C below, of and has not assigned, transferred, sold, pledged, optioned, endorsed or otherwise conveyed or transferred any interest in the Outstanding Exchange Warrants as set forth opposite such Holder's name under Column 2 on Exhibit "A" hereto. Other than certain warrants acquired pursuant to the 1996 Agreement and other than as set forth on Exhibit "A", neither the Holder nor any related party is the holder of, directly or indirectly, any other warrant or right of its controlled affiliates beneficially own any kind or nature to acquire common stock or any other class of stock of the Holder’s SharesCompany. For purposes of this Agreement, related party is to be broadly defined, and shall include any direct or indirect subsidiary, affiliate, officer, director, employee, partner, shareholders, legal or equitable beneficiary, or any person related to any such individual by blood or marriage or otherwise. (b) If Xxxxxx is a natural person, he or she b. The Holder has all the requisite legal power and authority and has taken all action necessary in order to execute and deliver enter into this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized by all necessary action on the part of the Holder, has been duly executed and delivered by Xxxxxx andan authorized officer or representative of the Holder, assuming due authorization and execution by each other party heretois a legal, constitutes a valid and binding agreement obligation of Holder the undersigned enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles regardless of whether such enforceability is considered in a proceeding in law or in equity. (c) c. The execution Holder has reviewed the Investment Representation Letter attached hereto as Exhibit "C". All information provided therein and delivery of in this Agreement by Xxxxxx does not, is true and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation correct as of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (d) As date hereof and as of the date of the Closing hereof. All information provided therein and in this Agreement is true and correct as of the date hereof and as of the date of the Closing hereof, except as modified as follows: New Generation Limited Partnership ("New Generation"), has entered into a "Put Option Agreement" with Xxxxxxxxxxx Xxxxx pursuant to which, under certain conditions, New Generation can require Xx. Xxxxx to purchase an agreed upon percentage of New Generation's Amended Bond plus accrued, unpaid interest, plus the Amended Warrants on such portion of the bond. Also, Fundamental Investors, L.P. (i"Fundamental") there is no actionhas entered into a "Put Option Agreement" with Xx. Xxxxx pursuant to which, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, immediately subsequent to the knowledge Closing hereof, Fundamental has the right to sell Xx. Xxxxx an agreed upon percentage of Holder, threatened against Holder Fundamental's Amended Bond and (ii) Holder is not a party the accrued unpaid interest thereon. Fundamental has also agreed to or subject sell all Amended Warrants received by it on such bond to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity Xx. Xxxxx. Execution of this Agreement or would reasonably shall be expected to prevent or materially delay, impair or adversely affect deemed execution of the performance by Holder of its obligations under this AgreementInvestment Representation Letter.

Representations and Warranties of Holder. The Holder represents and warrants thatto the Company as follows: (a) the Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shareshas all requisite capacity and authority to enter into and perform its/his obligations under this Agreement. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization the Holder and execution by each other party hereto, constitutes a the valid and legally binding agreement obligation of the Holder enforceable against the Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity principles. (c) The execution and delivery of this Agreement by Xxxxxx the Holder does not, and the performance by the Holder of its his or her obligations hereunder and the consummation by the Holder of the transactions contemplated hereby will not, (i) violate or conflict with with, or result in constitute a violation of default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the organizational documents of Holder (if Holder is not a natural person) party or applicable law by which the Holder is bound, or, to which Holder or the Holder’s knowledge, any statute, rule or regulation to which the Holder is subject or, in the event that the Holder holds any of the Shares is subjectindirectly through a corporation, or (ii) require any consent or approval that has not been given partnership, trust or other action that has not been taken by entity, any Person (including under any contract binding upon Holder charter, bylaw or any Holder’s Shares), other organizational document of such entity; in each case, such that the Holder would not be able to the extent such consent, approval fulfill his or other action would prevent, enjoin or materially delay the performance by Holder of its her obligations under pursuant to this Agreement. (d) As The Holder is the record or beneficial owner of, or is the trustee that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good title to all of the date Shares and options set forth on Exhibit A hereto, and the Shares and options are so owned free and clear of this Agreementany liens, (i) there security interests, charges or other encumbrances that relate to or would affect the authority or power of the Holder to vote the Shares as contemplated herein, except as otherwise described on Exhibit A hereto. The Holder does not own, of record or beneficially, any shares of capital stock of the Company other than the Shares. The Shares do not include shares over which the Holder exercises control in a fiduciary capacity and no representation by the Holder is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, made thereby pursuant to the knowledge terms hereof. The Holder has the right to vote the Shares, and none of Holder, threatened against Holder and (ii) Holder the Shares is not a party to or subject to any voting trust or other agreement, arrangement or restriction with respect to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership voting of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delayShares, impair or adversely affect the performance except as contemplated by Holder of its obligations under this Agreement.

Representations and Warranties of Holder. The Holder represents and warrants thatto the Company as follows: (a) the Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shareshas all requisite capacity and authority to enter into and perform its/his obligations under this Agreement. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization the Holder and execution by each other party hereto, constitutes a the valid and legally binding agreement obligation of the Holder enforceable against the Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity principles. (c) The execution and delivery of this Agreement by Xxxxxx the Holder does not, and the performance by the Holder of its obligations hereunder and the consummation by the Holder of the transactions contemplated hereby will not, (i) violate or conflict with with, or result in constitute a violation of default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the organizational documents of Holder (if Holder is not a natural person) party or applicable law by which the Holder is bound, or, to which Holder or the Holder’s knowledge, any statute, rule or regulation to which the Holder is subject or, in the event that the Holder holds any of the Shares is subjectindirectly through a corporation, or (ii) require any consent or approval that has not been given partnership, trust or other action that has not been taken by entity, any Person (including under any contract binding upon Holder charter, bylaw or any Holder’s Shares), other organizational document of such entity; in each case, such that the Holder would not be able to the extent such consent, approval fulfill his or other action would prevent, enjoin or materially delay the performance by Holder of its her obligations under pursuant to this Agreement. (d) As The Holder is the record or beneficial owner of, or is the trustee that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good title to all of the date Shares and options set forth on Exhibit A hereto, and the Shares and options are so owned free and clear of this Agreementany liens, (i) there security interests, charges or other encumbrances that relate to or would affect the authority or power of the Holder to vote the Shares as contemplated herein, except as otherwise described on Exhibit A hereto. The Holder does not own, of record or beneficially, any shares of capital stock of the Company other than the Shares. The Shares do not include shares over which the Holder exercises control in a fiduciary capacity and no representation by the Holder is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, made thereby pursuant to the knowledge terms hereof. The Holder has the right to vote the Shares, and none of Holder, threatened against Holder and (ii) Holder the Shares is not a party to or subject to any voting trust or other agreement, arrangement or restriction with respect to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership voting of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delayShares, impair or adversely affect the performance except as contemplated by Holder of its obligations under this Agreement.

Representations and Warranties of Holder. Holder hereby represents and warrants thatto Parent as follows: (a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Sharesaddress and email address set forth on the signature page hereto is correct as of the date hereof. If Holder’s address or email address changes prior to Closing, Holder shall notify Parent and the Company of such change. (b) If Xxxxxx Holder has completed the investor questionnaire attached hereto as Exhibit A, and the information set forth therein is a natural person, he or she has all the requisite power accurate and authority complete. Holder understands and has taken all action necessary in order acknowledges that Parent is relying on such investor questionnaire to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If determine whether Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to an “accredited investor” within the extent such concept is applicable, in good standing meaning of Rule 501 of Regulation D promulgated under the laws Securities Act, and is using such information for purposes of confirming the jurisdiction availability of its organization an exemption from the registration and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary prospectus delivery requirements under the Securities Act in order to execute, deliver and perform its obligations under this Agreement and to consummate connection with issuing the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder Parent Common Stock in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Merger. (c) The If Holder is an entity, it has all requisite power and authority or, if Holder is an individual, he/she has the legal capacity, to enter into this Agreement and any other agreement to which Holder is, or is to be, a party in connection with the Merger (this Agreement and such other agreements (if any), collectively, the “Holder Agreements”), and to perform its, his or her covenants and obligations hereunder and, if applicable, thereunder. If Holder is an entity, the execution and delivery of this Agreement by Xxxxxx does not, the Holder Agreements and the performance by Holder of its covenants and obligations hereunder will not, (i) conflict with or result in a violation of under the organizational documents Holder Agreements have been duly authorized by all necessary action on the part of Holder (if and no further action is required on the part of Holder is not a natural person) to authorize the Holder Agreements or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its covenants and obligations under this Agreementhereunder or, if applicable, thereunder. This Agreement and the other Holder Agreements have been, or shall be upon execution by Holder, duly executed and delivered by Holder, and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and legally binding obligations of Holder, enforceable against Holder in accordance with their respective terms, subject to the General Enforceability Exceptions. (d) As of the date hereof, there is no Action of this Agreementany nature pending, or to the knowledge of Holder, threatened, against Holder or any of Holder’s properties (whether tangible or intangible) or, if Holder is an entity, any of Holder’s officers, managers or directors (in their capacities as such), arising out of or relating to: (i) Holder’s beneficial ownership of securities of the Company or any right to acquire the same, (ii) Holder’s capacity as a Company Stockholder, (iii) the Holder Agreements, the Merger Agreement or any of the transactions contemplated hereby or thereby, (iv) any contribution, assignment, sale or other transfer of assets (tangible and intangible) by Holder (or any of its Affiliates) to the Company or any of its Affiliates or (v) any other Contract between Holder (or any of its Affiliates) and the Company or any of its Affiliates. As of the date hereof, there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority Action pending against Holder or, to the knowledge of Holder, threatened against Holder with respect to which Holder has the right, pursuant to Contract, the Laws of the State of Delaware or otherwise, to indemnification from the Company or any of its Affiliates related to facts and circumstances existing prior to the date hereof. (e) The execution and delivery by Holder of this Agreement and each other Holder Agreement (if any), and the performance by Holder of its, his or her covenants and obligations hereunder and, if applicable, thereunder shall not conflict with (i) any provision of the Charter Documents of Holder if Holder is an entity, (ii) any Contract to which Holder or any of its, his or her properties or assets is subject, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holder or its, his or her properties or assets. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of Holder in order to enable Holder to execute and deliver this Agreement and each other Holder Agreement (if any), and perform its, his or her covenants and obligations hereunder and, if applicable, thereunder. (f) Holder has (i) received a copy of the Merger Agreement, this Agreement and each other Holder Agreement (if any), (ii) had the opportunity to carefully read each such agreement and the Parent SEC Reports referred to in Section 4.8 of the Merger Agreement, (iii) has discussed the foregoing with Holder’s professional advisors to the extent Holder has deemed necessary and (iv) understands his, her or its obligations hereunder. (g) Holder is the sole record owner of, and is a beneficial owner of, and has the sole right to vote, if applicable, and to dispose of, the securities of the Company set forth on the signature page hereto (collectively, the “Holder Securities”) (subject to, in the case of individuals, applicable community property laws, if any), and such Holder Securities are, or as of the Closing shall be, free and clear of any Encumbrances of any kind (except for restrictions arising under applicable securities Laws, this Agreement, the Merger Agreement, any Holder Agreement, the Charter Documents and any Company Stock Option Grant Agreement between Holder and the Company (if applicable)), and any right of first refusal or limitation on disposition (if any) shall be terminated concurrently with the Closing. Holder is not a party to or subject any Contract with respect to the provisions voting of equity securities of the Company (other than the Voting Agreement (as defined below)) or relating to the allocation of the Merger Consideration in a manner that is inconsistent with the terms of the Merger Agreement, this Agreement and each other Holder Agreement (if any). Other than the Holder Securities, Holder does not beneficially own any other securities of the Company or any of its Affiliates or rights to acquire securities of the Company or any of its Affiliates. (h) Holder has not (i) Transferred any of the Holder Securities, or any interest therein, (ii) granted any options, warrants, calls or any other rights to purchase or otherwise acquire any such Holder Securities or any interest therein, or (iii) entered into any Contract with respect to any of the matters contemplated by clauses (i) or (ii). (i) Holder is not obligated for the payment of any orderfees or expenses of any investment banker, judgmentbroker, injunctionadvisor, decreefinder or similar party in connection with the origin, writ, stipulation, determination negotiation or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership execution of the Holder’s Shares or the validity of Merger Agreement, this Agreement or would reasonably be expected any other Holder Agreement (if any), or in connection with the Merger or any other transaction contemplated thereby (except to prevent the extent Holder bears any liability therefor pursuant to the terms of the Merger Agreement, this Agreement or materially delayany other Holder Agreement (if any)). Neither Parent nor the Surviving Entity shall incur any Liabilities, impair either directly or adversely affect indirectly, to any investment banker, broker, advisor, finder or similar party as a result of the performance Merger Agreement, this Agreement or any other Holder Agreement (if any) or the Merger or any other transaction contemplated hereby or thereby due to arrangements entered into by Holder of its obligations under this Agreementwith any such investment banker, broker, advisor, finder or similar party.

Representations and Warranties of Holder. Holder represents and warrants thatto Parent and Merger Sub as follows: (ai) Holder and/or certain is the record or beneficial owner of its controlled affiliates the Optioned Securities and Options, or has the right to vote the Voting Securities, listed on Schedule 1, (ii) such Optioned Securities and Options or Voting Securities are the only Equity Securities owned of record or beneficially own by Holder or in which Holder has any interest or which Holder has the Holder’s Shares.right to vote, as the case may be, and (iii) Holder does not have any option or other right to acquire any other Equity Securities; (b) If Xxxxxx is a natural personHolder has the right, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, Agreement and to perform his its obligations hereunder; the execution, delivery and performance of this Agreement by Holder will not require the consent of any other person and will not constitute a violation of, conflict with or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not result in a natural person, default under (i) it any contract, understanding or arrangement to which Holder is a legal entity duly organizedparty or by which Holder is bound, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate any judgment, decree or other power order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement on the part of Holder Holder, enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws affecting relating to creditors’ ' rights generally and subject, as to enforceability, to general principles of equity.; (c) The execution the Optioned Securities owned by Holder are now, and delivery at all times during the term of this Agreement by Xxxxxx does notwill be, and the performance held by Holder free and clear of its obligations hereunder will notall adverse claims, liens, encumbrances and security interests (except for (i) conflict with or result a lien securing payment of a promissory note in a violation favor of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or Company and (ii) require any consent Federal or approval that has not been given state securities laws restrictions on transfer), and none of the Optioned Securities or Voting Securities are subject to any voting trust or other action that has not been taken agreement or arrangement (except as created by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, this Agreement) with respect to the extent such consentvoting or disposition of the Optioned Securities or Voting Securities; and there are no outstanding options, approval warrants or other action would preventrights to purchase or acquire, enjoin or materially delay the performance by Holder of its obligations under agreements (except for this Agreement.) relating to, such Optioned Securities or Voting Securities; and (d) As upon purchase of the date Optioned Securities owned by Holder, Merger Sub will obtain good and marketable title to such Optioned Securities, free and clear of this Agreementall adverse claims, liens, encumbrances and security interests (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, except any created by Merger Sub or any proceeding Federal or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreementstate securities laws).

Representations and Warranties of Holder. Holder HOLDER, for himself or itself only, represents and warrants thatto MAKER the following: (a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shares. (b) If Xxxxxx HOLDER, if an entity, is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity company duly organized, validly existing and, to the extent such concept is applicable, and in good standing under the laws of the its jurisdiction of its organization formation, and (ii) has all requisite corporate or other power and authority to own, lease and has taken all corporate or other action necessary in order to execute, deliver and perform operate its obligations under this Agreement properties and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with carry on its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, business as to enforceability, to general principles of equity.now being conducted; (cb) The execution HOLDER has full power and delivery authority under its articles of this Agreement by Xxxxxx does notformation, operating agreement and/or by-laws to conduct its business as presently conducted and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of perform its obligations under this Agreement. (c) This Agreement is a legal and binding obligation of HOLDER, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency reorganization, moratorium and similar laws and equitable principles relating to or limiting creditors' rights generally. (d) As HOLDER owns its Note free and clear of the date all mortgages, liens, pledges, security interests, charges, claims and encumbrances of any nature whatsoever that have been created by, through, or under HOLDER, but not otherwise. (e) Subject to any requisite consents to assignment or transfer pursuant to this Agreement, the execution of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of, constitute default under, or result in a violation of the material provisions of any agreement to which HOLDER is a party. (f) HOLDER has been furnished with or has had access to the information it has requested from MAKER and has had an opportunity to ask questions and receive answers from management of MAKER. HOLDER acknowledges that he or it has received and had the opportunity to review copies of MAKER’s books and records. HOLDER is either (i) there is no action, claim, suit, audit, assessment, arbitration, mediation an "accredited investor" (as defined in Rule 501(a) of the Act) or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not alone, or together with a party to or subject "purchaser representative" (as defined in Rule 501(h) promulgated pursuant to the provisions of any orderAct), judgmenthas knowledge, injunction, decree, writ, stipulation, determination or award, experience and skill in each case, entered by or business and financial matters and with any governmental authority, respect to investments in each case, that questions securities so as to enable it to understand and evaluate the beneficial or record ownership merits and risks of the Holder’s acquisition of the Conversion Shares or the validity of common stock and to form an investment decision with respect to such investment. HOLDER agrees that each certificate representing shares of Conversion Shares issued pursuant to this Agreement or would reasonably will contain the restrictive legend set forth in Section 5(b)(ii) hereof and acknowledge that stop transfer instructions will be expected given to prevent or materially delay, impair or adversely affect MAKER’s transfer agent for the performance by Holder shares of its obligations under this AgreementMAKER.

Representations and Warranties of Holder. Holder represents and warrants thatto Parent and Merger Sub as follows: (ai) Holder and/or certain is the record or beneficial owner of its controlled affiliates the Optioned Securities and Options, or has the right to vote the Voting Securities, listed on Schedule 1, (ii) such Optioned Securities and Options or Voting Securities are the only Equity Securities owned of record or beneficially own by Holder or in which Holder has any interest or which Holder has the Holder’s Shares.right to vote, as the case may be, and (iii) Holder does not have any option or other right to acquire any other Equity Securities; (b) If Xxxxxx is a natural personHolder has the right, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, Agreement and to perform his its obligations hereunder; the execution, delivery and performance of this Agreement by Holder will not require the consent of any other person and will not constitute a violation of, conflict with or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not result in a natural person, default under (i) it any contract, understanding or arrangement to which Holder is a legal entity duly organizedparty or by which Holder is bound, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate any judgment, decree or other power order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement on the part of Holder Holder, enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws affecting relating to creditors’ ' rights generally and subject, as to enforceability, to general principles of equity.; (c) The execution the Optioned Securities owned by Holder are now, and delivery at all times during the term of this Agreement will be, held by Xxxxxx does notHolder free and clear of all adverse claims, liens, encumbrances and security interests (except for any Federal or state securities laws restrictions on transfer), and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation none of the organizational documents of Holder Optioned Securities or Voting Securities are subject to any voting trust or other agreement or arrangement (if Holder is not a natural person) or applicable law to which Holder except as created by this Agreement or the Holder’s Shares is subjectAmended and Restated Shareholders Agreement, dated September 14, 1999, as amended (the "SHAREHOLDERS AGREEMENT")) with respect to the voting or disposition of the Optioned Securities or Voting Securities; and there are no outstanding options, warrants or rights to purchase or acquire, or agreements (iiexcept for this Agreement and the Shareholders Agreement) require any consent relating to, such Optioned Securities or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement.Voting Securities; and (d) As upon purchase of the date Optioned Securities owned by Holder, Merger Sub will obtain good and marketable title to such Optioned Securities, free and clear of this Agreementall adverse claims, liens, encumbrances and security interests (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, except any created by Merger Sub or any proceeding Federal or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreementstate securities laws).

Representations and Warranties of Holder. Holder represents and warrants thatto Purchaser as follows and acknowledges that Purchaser is relying upon these representations and warranties in connection with the entering into of this Agreement: (a) If the Holder and/or certain is not an individual, Holder is validly existing under the laws of its controlled affiliates beneficially own jurisdiction of incorporation or organization and has the Holder’s Sharesrequisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder. (b) If Xxxxxx is a natural person, he or she Holder has all the requisite power necessary power, authority, capacity and authority and has taken all action necessary in order right to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under enter into this Agreement and to consummate the transactions contemplated herebycarry out each of Holder’s obligations under this Agreement. This Agreement has been duly executed and delivered by Xxxxxx and, assuming the due authorization authorization, execution and execution delivery by each other party heretoXxxxxxxxx, constitutes a legal, valid and binding agreement of Holder obligation, enforceable by Purchaser against Holder in accordance with its terms, subject subject, however, to applicable limitations imposed by Law in connection with bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency or similar proceedings and similar laws affecting creditors’ rights generally to the extent that the award of equitable remedies such as specific performance and subject, as to enforceability, to general principles injunction is within the discretion of equitythe court from which they are sought. (c) The Holder or his or her affiliates holds, beneficially owns (directly or indirectly) or has voting and/or dispositive power over all of the Subject Shares, Subject Warrants and/or the Subject Options set out next to Xxxxxx’s name in Schedule A. Other than the Subject Shares, Subject Warrants and/or Subject Options listed in Schedule A, no equity or voting shares or securities of Terraco convertible into equity or voting shares are beneficially owned or controlled by Holder or any of Holder’s affiliates. (d) No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from Holder of any of the Subject Shares, Subject Warrants and/or Subject Options or any interest therein or right thereto, including without limitation any right to vote, except Purchaser pursuant to this Agreement and Terraco in respect of the Subject Options and Subject Warrants pursuant to their terms. (e) None of the Subject Shares, Subject Warrants and/or Subject Options is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of Terraco Shareholders or give consents or approvals of any kind with respect to matters subject to the approval of Terraco Shareholders, except pursuant to this Agreement. (f) Neither the execution and delivery of this Agreement by Xxxxxx does notXxxxxx, and nor the performance compliance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation any of the organizational documents provisions hereof will require on the part of Holder any filing with (other than pursuant to the requirements of applicable Laws (which filings, if any, Holder is not a natural personwill undertake)) or applicable law to which Holder or the Holder’s Shares is subjectpermit, or (ii) require any authorization, consent or approval that has not been given or other action that has not been taken by of, any Person (including under any contract binding upon Holder Governmental Entity or any other person, or violate or conflict with any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (dg) As of the date of this Agreement, (i) there There is no private or governmental action, suit, claim, suit, audit, assessment, arbitration, mediation investigation or inquiry, other proceeding in progress or any proceeding or investigation, by or pending before any governmental authority pending against Holder Governmental Entity, or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions any of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares affiliates or any of their directors or officers (in their capacities as such), as applicable, that, individually or in the validity of aggregate, could adversely affect in any manner Holder’s ability to enter into this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its perform Holder’s obligations under this Agreementhereunder.

Representations and Warranties of Holder. Each Holder severally and not jointly represents and warrants thatto Parent and Merger Subsidiary as follows: (a) As of the date of this Agreement: (i) such Holder and/or certain is the record and beneficial owner (as defined in Rule 13d-3 of its controlled affiliates beneficially own the 1000 Xxx) of the number of Shares indicated opposite such Holder’s name on Schedule 1; (ii) such Holder has good and marketable title to such Shares free and clear of any Liens (other than Permitted Liens); (iii) such Holder has sole unrestricted voting power with respect to such Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Holder’s Shares; and (iv) except as set forth in the Company SEC Documents, none of the Shares is subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares to the extent such Shares have voting rights, except as contemplated by this Agreement. Except for any New Shares, the number of Shares indicated opposite such Holder’s name on Schedule 1 are the only equity interests in the Company beneficially owned (as defined in Rule 13d-3 of the 1000 Xxx) or owned of record by such Holder as of the date of this Agreement. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Such Holder is not a natural person, (i) it is a legal entity duly organized, organized and validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction in which it is incorporated or constituted. The consummation of its organization the Transactions contemplated by this Agreement are within such Holder’s entity power and (ii) have been duly authorized by all necessary entity actions on the part of such Holder. Such Holder has all requisite corporate or other power and authority to execute and has taken all corporate or other action necessary in order to executedeliver, deliver and perform its obligations under under, this Agreement and to consummate the transactions Transactions contemplated hereby. by this Agreement; (c) This Agreement has been duly and validly executed and delivered by Xxxxxx andsuch Holder. Assuming the due authorization, assuming due authorization execution and execution delivery by each other party heretoParent and Merger Subsidiary of this Agreement, this Agreement constitutes a valid and binding agreement of Holder such Holder, enforceable against such Holder in accordance with its terms, subject to applicable except as enforcement may be limited by general principles of equity (whether applied in a court of law or a court of equity) and by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityremedies generally. (cd) The execution and delivery of this Agreement by Xxxxxx such Holder does not, and the performance by such Holder of its obligations hereunder under this Agreement will not, : (i) conflict violate any Applicable Law applicable to such Holder or such Holder’s Shares, (ii) except as may be required by the rules and regulations of Nasdaq, the 1933 Act, the 1934 Act and Applicable Laws, including securities laws, require any consent, approval, order, authorization or other action by, or filing with or result in notice to, any Person (including any Governmental Authority) under, or constitute a violation default (with or without the giving of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder notice or the Holder’s Shares is subjectlapse of time or both) under, any Contract, trust, order, judgment, writ, stipulation, settlement, award, or decree binding on such Holder, (iiiii) require any consent or approval that has not been given under, violate, conflict with, result in any breach of or other action that has not been taken by any Person loss of any benefit under, constitute a default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including under any contract binding upon Holder right of first refusal or right of first offer or the like) or any Holder’s Shares)right of termination, vesting, amendment, modification, acceleration (including any acceleration payments) or cancellation (in each case, with or without notice or lapse of time or both) under any Contract to which the extent such consentHolder or any Affiliate thereof is a party, approval or by which they or any of their respective properties or assets may be bound or affected or (iv) violate any provision of any charter, bylaw or other action organizational document of such Holder, in case of each of clauses (i), (ii) and (iii), except as would prevent, enjoin or materially delay not reasonably be expected to have a material adverse effect on the performance by ability of such Holder of to perform its obligations under this Agreement. (de) As To the knowledge of such Holder, as of the date of this Agreementhereof, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiryClaim pending against, or threatened in writing against such Holder or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the such Holder’s Shares or properties as assets (including the validity of this Agreement or Shares) that would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of have a material adverse effect on such Holder’s ability to perform its obligations under this Agreement. (f) Such Holder understands and acknowledges that Parent and Merger Subsidiary are entering into the Merger Agreement in reliance upon such Holder’s execution, delivery and performance of this Agreement. (g) No broker, finder, investment banker or financial advisor is entitled to any brokerage, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, from the Company in connection with such Holder tendering its Shares pursuant to this Agreement based on arrangements made by or on behalf of such Holder in in its capacity as such.

Representations and Warranties of Holder. The Holder hereby represents and warrants to the Company that: (a) a. The Holder and/or certain has full power and authority to exchange, sell, assign and transfer the Securities sold hereby and to enter into this Repurchase Agreement and perform all obligations required to be performed by the Holder hereunder. b. The Holder is the current beneficial owner of the Securities. When the Securities are sold, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances. The Securities sold hereby are not subject to any adverse claims, rights or proxies. The Holder shall be responsible for its controlled affiliates beneficially own tax liability that may arise as a result of the transactions contemplated by this Repurchase Agreement. c. The Repurchase will not contravene any law, rule or regulation binding on the Holder or any investment guideline or restriction applicable to the Holder. d. The Holder acknowledges that no person has been authorized to give any information or to make any representation or warranty concerning the Company or the Repurchase other than the information set forth herein in connection with the Holder’s Sharesexamination of the Company and the terms of the Repurchase, and the Company does not take any responsibility for, and the Company cannot provide any assurance as to the reliability of, any other information that others may provide to the Holder. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If e. The Holder is not a natural person, acknowledges that (i) it has reviewed the Company’s filings with the SEC and( ii) it is relying only upon the information contained in the Company’s filings with the SEC and the representations and warranties of the Company in this Repurchase Agreement and not upon any other information. The Holder acknowledges and understands that: (x) the Company currently may have, and later may come into possession of, information with respect to the Company that is not known to Holder and that may be material to a decision to sell the Securities (such information, “Holder Excluded Information”); (y) Holder has determined to sell the Securities notwithstanding its lack of knowledge of Holder Excluded Information; and (z) the Company shall not have any liability to Holder, and Holder waives and releases any claims that he might have against the Company, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Holder Excluded Information in connection with the Repurchase and the transactions contemplated by this Agreement f. The Holder acknowledges and understands that the Company’s plans for the future, if successful, may result in the Securities being sold by the Holder becoming more valuable and that the future value of the Securities could exceed the amounts the Holder will receive under this Repurchase Agreement. In addition, the Holder acknowledges and understands that the Consideration may be less than the Holder would receive if the Securities were redeemed pursuant to the terms of the Certificate of Designations of the Series B Preferred Stock (the “COD”), in connection with a Fundamental Change (as defined in the COD) or otherwise under the COD. The Holder has determined to forego the possibility of such future value in order to obtain consideration in accordance with this Repurchase Agreement. Neither the Company, nor any of their respective officers, directors, employees or agents have made any representations to the Holder regarding the present or future value of the Securities being sold by the Holder, or the advisability of the decision to sell the Securities pursuant to this Repurchase Agreement. The Holder confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates or representatives as investment advice or as a recommendation to participate in the Repurchase and receive the Consideration for the Securities. It is understood that information provided by the Company, or any of its affiliates or representatives shall not be considered investment advice or a recommendation to conduct the Repurchase. g. The Holder is a legal entity corporation, limited partnership, limited liability company or other entity, as the case may be, duly organizedformed, validly existing and, to the extent such concept is applicable, and in good standing under the laws of the jurisdiction of its organization and formation. h. The Holder acknowledges that (i) it is a sophisticated investor, (ii) has all requisite corporate the terms of the Repurchase have been mutually negotiated between the Holder and the Company and (iii) that the Holder was given a meaningful opportunity to negotiate the terms of the Repurchase. i. The Holder will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Securities sold hereby. j. There is no investment banker, broker, finder or other power and authority and intermediary which has taken all corporate been retained by, will be retained by or other action necessary in order is authorized to execute, deliver and perform its obligations under this Agreement and act on behalf of the Holder who might be entitled to consummate any fee or commission from the Company or the Holder upon consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (c) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Repurchase Agreement. (d) As k. The Holder understands that the Company and others will rely upon the truth and accuracy of the date foregoing representations, warranties and covenants and agrees that if any of the representations and warranties deemed to have been made by it by its participation in the transactions contemplated by this AgreementRepurchase Agreement are no longer accurate, (i) there is no actionthe Holder shall promptly notify the Company. The Holder understands that, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against unless the Holder or, notifies the Company in writing to the knowledge of Holdercontrary before the Closing, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares representations and warranties contained in this Repurchase Agreement will be deemed to have been reaffirmed and confirmed as of the Closing. l. The Holder acknowledges and agrees that the Company has not made any representation, warranty, covenant or agreement, whether express or implied, of any kind or character to the validity Holder with respect to the subject matter of this Agreement or would reasonably be expected to prevent or materially delayRepurchase Agreement, impair or adversely affect the performance by Holder of its obligations under except as expressly set forth in this Repurchase Agreement.

Representations and Warranties of Holder. The Holder represents represents, warrants, and warrants thatagrees: 5.1 The Holder will acquire the shares pursuant to this Warrant with the Holder's own funds and not with the funds of anyone else. The shares will be acquired for the Holder's own account, not as a nominee or agent and not for the account of any other person or firm, and no one else has or will have any interest, beneficial or otherwise, in any of the shares. The Holder is not obligated to transfer any of the shares or any interest therein to anyone else other than its partners nor has it any agreement or understanding to do so. The Holder will acquire the shares, if at all, for investment for an indefinite period and not with a view to the sale or distribution of any part or all thereof, by public or private sale or other disposition, and has no intention of selling, granting any participation in, or otherwise distributing or disposing of any shares or any interest therein. 5.2 The Holder is (or will be at the time of any acquisition of shares) able to bear the economic risk of any investment in shares and is aware that the Holder must be prepared to hold any shares received for an indefinite period and that such shares have not been registered under the Securities Act of 1933, as amended (the "Act"). 5.3 The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the prospective investment by the Holder contemplated by this Warrant and the Holder has carefully reviewed and will carefully review all the information regarding the Company, access to which has been or will be accorded to the Holder hereunder, is thoroughly familiar with the business, operations, and properties of the Company by virtue of such review and has discussed with the officers of the Company any questions the Holder may have had with respect to the Company. Holder has sought outside professional advice as to any information or material it was not competent to evaluate personally. 5.4 Without in any way limiting the Holder's representations as set forth herein, the Holder further agrees that the Holder shall in no event make any disposition of all or any part of or interest in this Warrant or the shares and that the shares shall not be encumbered, pledged, hypothecated, sold, or transferred by the Holder nor shall the Holder receive any consideration for the shares or for any interest therein from any person, unless and until prior to any proposed transfer, encumbrance, disposition, pledge, hypothecation, or sale of any of the shares, either (a) a registration statement under the securities laws with respect to the shares proposed to be transferred is then effective; or, (b) (i) the Holder and/or certain notifies the Company of its controlled affiliates beneficially own the Holder’s Sharesproposed disposition, (ii) the Holder furnishes the Company with an opinion of counsel in form and substance satisfactory to the Company to the effect that such disposition will not require registration of any of the shares under the Act or qualification of the shares under any other securities law, and (iii) such opinion of counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Holder of such concurrence. 5.5 The Holder hereby agrees to indemnify the Company and hold it harmless from and against any and all liability, damage, cost, or expense incurred on account of or arising out of (a) any inaccuracy in any of the representations, warranties, or agreements set forth in this Section 5; (b) If Xxxxxx is a natural personthe disposition of any shares which the Holder may receive, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, contrary to the extent such concept is applicableHolder's representations, warranties, and agreements set forth in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to executethis Section 5; or, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (c) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (d) As of the date of this Agreement, (i) there is no action, claim, suit, auditor proceeding based on a claim that said representations, assessment, arbitration, mediation or inquirywarranties, or any proceeding agreements were inaccurate or investigation, by misleading or before any governmental authority pending against Holder or, to otherwise cause for obtaining damages or redress from the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to Company under the Federal or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this AgreementState securities laws.

Representations and Warranties of Holder. Holder hereby represents and warrants thatto SPAC and the Company as follows: (ai) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shares. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If if Holder is not a natural personan individual, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, and in good standing under the laws of the jurisdiction of its organization in which it is organized, and (ii) such party has all requisite corporate or other necessary power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This ; (ii) if Holder is an individual, Holder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder; (b) this Agreement has been duly executed and delivered by Xxxxxx Holder and, assuming due authorization authorization, execution and execution delivery by each the other party heretoparties to this Agreement, this Agreement constitutes a legally valid and binding agreement obligation of Holder Holder, enforceable against Holder in accordance with its terms, the terms hereof (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.the Enforceability Exceptions); (c) The the execution and delivery of this Agreement by Xxxxxx Holder does not, and the performance by Holder of his, her or its obligations hereunder will not, (i) if Holder is not an individual, conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person third party (including under any contract Contract binding upon Holder or any Holder’s the Covered Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of his, her or its obligations under this Agreement.; (d) As of the date of this Agreement, (i) there is are no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority Actions pending against Holder or, to the knowledge of Holder, threatened against Holder and Holder, before (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or awardor, in each case, entered by or with any governmental authority, in each casethe case of threatened Actions, that questions the beneficial would be before) any arbitrator or record ownership of the Holder’s Shares any Governmental Authority, which in any manner challenges or the validity of this Agreement or would reasonably be expected seeks to prevent prevent, enjoin or materially delay, impair or adversely affect delay the performance by Holder of its its, his or her obligations under this Agreement; (e) Holder has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of Holder’s obligations hereunder; and (f) the Covered Shares are the only shares of capital stock of the Company owned of record or Beneficially Owned by Holder as of the date hereof, and none of such Covered Shares is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Covered Shares, except as provided in this Agreement or the organizational documents of the Company.

Representations and Warranties of Holder. Holder hereby represents and warrants to the Company in connection with the grant of the RSUs hereunder, and the issuance of any Units in respect of such RSUs, that: (a) : • [IF USING RULE 701] [Xxxxxx understands that the Units have not been registered under the Securities Act, nor qualified under any state securities laws, and that it is being offered and sold pursuant to, and in reliance upon, the exemption from such registration provided by Rule 701 promulgated under the Securities Act for security issuances under compensatory benefit plans such as the Plan;] • [IF USING SECTION 4(a)(2)] [Holder and/or certain of its controlled affiliates beneficially own understands that the Units have not been registered under the Securities Act, nor qualified under any state securities laws, and that it is being offered and sold pursuant to an exemption from such registration and qualification based in part upon Holder’s Shares. (brepresentations contained herein; the Units are being issued to Holder hereunder in reliance upon the exemption from such registration provided by Section 4(a)(2) If of the Securities Act for transactions by an issuer not involving any public offering; • Holder is an “accredited investor” as such term is defined in Rule 501(a) under Regulation D of the Securities Act and has such knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of the investment contemplated by this Award Agreement; and Xxxxxx is able to bear the economic risk of this investment in the Company (including a natural personcomplete loss of this investment); • Except as specifically provided herein or in the Plan, he Holder has no contract, undertaking, understanding, agreement or she has arrangement, formal or informal, with any person to sell, transfer or pledge all the requisite power and authority or any portion of his, her or its Units, and has taken all action no current plans to enter into any such contract, undertaking, understanding, agreement or arrangement; • Holder has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to Holder of his, her or its Units; • Holder is familiar with the business and operations of the Company and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he, she or it has deemed necessary or desirable in order to execute evaluate the merits and deliver this Agreement, to perform his risks of the investment contemplated herein;] • Holder has been informed that the Units are restricted securities under the Securities Act and may not be resold or her obligations hereunder transferred unless the Units are first registered under the federal securities laws or unless an exemption from such registration is available; and to consummate the transactions contemplated hereby. If • Holder is not a natural person, (i) it prepared to hold the Units for an indefinite period and that Holder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing aware that Rule 144 as promulgated under the laws Securities Act, which exempts certain resales of restricted securities, is not presently available to exempt the resale of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate Units from the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (c) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation registration requirements of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (d) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreement.Securities Act. By: Name: Print Name: Title: Date: Date: