Common use of Representations and Warranties of Holder Clause in Contracts

Representations and Warranties of Holder. Holder represents and ---------------------------------------- warrants to Parent and the Merger Sub as follows: (i) Holder is the record or beneficial owner of 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 by Holder or in which Holder has any interest or which Holder has the 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) Holder has the right, power and authority to execute and deliver this Agreement and to perform 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 result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part of Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (c) any Shares included in the 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 Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law); (d) the Optioned Securities owned by Holder are now, and at all times during the term of this Agreement will be, held by Holder free and clear of 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 to Parent and the Merger Sub as followsthat: (ia) Holder is and/or certain of its controlled affiliates beneficially own the record or beneficial owner of 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 by Holder or in which Holder has any interest or which Holder has the 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;Holder’s Shares. (b) Holder If Xxxxxx is a natural person, he or she has all the right, 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 perform its obligations hereunder; consummate the executiontransactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, delivery assuming due authorization and performance of this Agreement execution by Holder will not require the consent of any each other person and will not constitute a violation ofparty hereto, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement 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 or other and similar laws relating affecting creditors’ rights generally and subject, as to creditors' rights and enforceability, to general principles of equity;. (c) any Shares included in The execution and delivery of this Agreement by Xxxxxx does not, and the Optioned Securities owned performance by Holder have been validly issued and are fully paid and nonassessable of its obligations hereunder will not, (except as otherwise provided by Wisconsin lawi) and any shares of Company Common Stock issuable upon exercise, exchange conflict with or conversion of any other Equity Securities, when issued and upon payment result in a violation of the exercise price therefororganizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, will be validly issuedor (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), fully paid and nonassessable (except as otherwise provided in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Wisconsin law);Holder of its obligations under this Agreement. (d) As of the Optioned Securities owned 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 are nowor, to the knowledge of Holder, threatened against Holder and at all times during (ii) Holder is not a party to or subject to the term 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 will beor would reasonably be expected to prevent or materially delay, held impair or adversely affect the performance by Holder free and clear of 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 its obligations under 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 hereby represents and ---------------------------------------- warrants to Parent and the Merger Sub as follows: (ia) Holder is Holder’s address and email address set forth on the record or beneficial owner of the Optioned Securities, or has the right to vote the Voting Securities, listed on Schedule 1, (ii) such Optioned Securities or Voting Securities signature page hereto are the only Equity Securities owned of record or beneficially by Holder or in which Holder has any interest or which Holder has the right to vote, as the case may be, accurate and (iii) Holder does not have any option or other right to acquire any other Equity Securities;complete. (b) Holder has completed the investor questionnaire attached hereto as Exhibit A, and the information set forth therein is accurate and complete. Holder understands and acknowledges that Parent is relying on such investor questionnaire to determine whether Holder is an 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 (the “Securities Act”), and is using such information for purposes of confirming the availability of an exemption to the registration requirements under the Securities Act in connection with issuing the Parent Shares in the Merger. (c) 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 the Holder Agreements and the performance by Holder of its covenants and obligations under the Holder Agreements have been duly authorized by all necessary action on the part of Holder and no further action is required on the part of Holder to authorize the Holder Agreements or the performance by Holder of its covenants and obligations hereunder 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 any 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 pending or, to the knowledge of Holder, threatened against Holder with respect to which Holder has the right, power 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 authority 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 to each other Holder Agreement (if any), and perform its its, his or her covenants and obligations hereunder; the executionhereunder and, delivery and performance of this Agreement by if applicable, thereunder. (f) Holder will not require the consent of any other person and will not constitute a violation of, conflict with or result in a default under (i) any contracthas received a copy of the Merger Agreement, understanding or arrangement to which this Agreement and each other Holder is a party or by which Holder is boundAgreement (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 judgmentpledge, decree lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or order applicable 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 Holderany Contract with respect to the 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 law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part of Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (c) any Shares included in the 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 Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law); (d) the Optioned Securities owned by Holder are now, and at all times during the term of this Agreement will be, held by Holder free and clear of 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) Contract with respect to the voting or disposition any of the Optioned Securities matters contemplated by clauses (i) or Voting Securities; (ii). (i) Holder is not obligated for the payment of any fees or expenses of any investment banker, broker, advisor, finder or similar party in connection with the origin, negotiation or execution of the Merger Agreement, this Agreement and there are no outstanding options, warrants or rights to purchase or acquireeach other Holder Agreement (if any), or agreements in connection with the Merger or any other transaction contemplated thereby (except for this Agreement) relating to, such Optioned Securities or Voting Securities; and (e) upon purchase to the extent Holder bears any liability therefor pursuant to the terms of the Optioned Securities owned by HolderMerger Agreement, this Agreement and each other 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 Sub will obtain good Agreement, this Agreement and marketable title to such Optioned Securities, free and clear of all adverse claims, liens, encumbrances and security interests each other Holder Agreement (except any created by if any) or the Merger Sub)or any other transaction contemplated thereby due to arrangements entered into by Holder with any such investment banker, broker, advisor, finder or similar party.

Representations and Warranties of Holder. The Holder hereby represents and ---------------------------------------- warrants to Parent and the Merger Sub Issuer as follows: (i) a. The Holder is a company duly organized, validly existing and in good standing under the record or beneficial owner laws of the Optioned Securities, or has jurisdiction set forth in the right preamble 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 by Holder or in which this Agreement. b. The Holder has any interest or which Holder has the 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) Holder has the right, all necessary power and authority to execute enter into and deliver carry out this Agreement. This Agreement and to perform its obligations hereunder; is 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 result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on obligation of the part of Holder, enforceable in accordance with its terms, subject to applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws and principles now or hereafter in effect relating to or affecting the enforcement of creditors' rights in general and by general principles of equity; (c) any Shares included in equity and except that the 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 Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment enforcement of the exercise price thereforindemnity provisions of Paragraph 5 may be limited by federal or state securities laws, will be validly issuedother laws or the public policy underlying any of such laws. c. Neither the execution, fully paid delivery and nonassessable (except as otherwise provided performance by Wisconsin law); (d) the Optioned Securities owned by Holder are now, and at all times during the term of this Agreement will benor the consummation of the transactions contemplated hereby, held will: (i) violate any provision of any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority to which the Holder or any of its properties or assets is subject, which violation could have, singly or in the aggregate, a material adverse effect on the Holder or its ability to perform its obligations under this Agreement; or (ii) violate, breach, constitute a default under, permit the termination or acceleration of, or result in the creation of any Lien upon any material property of the Holder under any agreement, instrument or obligation to which the Holder is a party or by which the Holder free and clear or any of all its properties or assets is bound, which violation, breach, default, termination, acceleration or Lien could have, singly or in the aggregate, a material adverse claims, liens, encumbrances and security interestseffect on the Holder its ability to perform its obligations under this Agreement. d. No notice to or filing with, and none no authorization, consent or approval of, any domestic or foreign court or any public or governmental body or authority is necessary for the consummation by the Holder of the Optioned Securities transactions contemplated by this Agreement or Voting Securities are subject the receipt of the Exchange Shares except: (i) as may be required under the 1933 Act, the securities or Blue Sky laws of any jurisdiction or the corporate laws of the State of Nevada; (ii) notices or filings of which the failure to any voting trust give or other agreement make, or arrangement authorizations, consents and approvals of which the failure to obtain, is based on information given to the Holder by Issuer with respect to Issuer or Issuer's business, operations or ownership; and (except as created iii) notices or filings of which the failure to give or make, and authorizations, consents and approvals of which the failure to obtain, would not individually or in the aggregate, have a material adverse effect on the Holder or adversely affect Holder's ability to consummate the transactions contemplated by this Agreement) . e. The Holder is acquiring the Exchange Shares solely for the Holder's own account and not with respect a view to, or for resale in connection with, any distribution thereof. The Holder understands that the Exchange Shares have not been registered under the 1933 Act by reason of specified exemptions therefrom which depend upon, among other things, the bona fide nature of the Holder's investment intent as expressed in this Subparagraph (e). f. The Holder understands that the Exchange Shares may not be sold, transferred or otherwise disposed of without registration and/or qualification under the 1933 Act and any applicable state securities laws or Blue Sky Laws, or an exemption therefrom, and that in the absence of appropriate registration and/or qualification, or exemption therefrom, the Exchange Shares must be held indefinitely. The Holder further understands that the Issuer will take no action to effect or facilitate such registration and/or qualification for at least four years from the date of this Agreement. The Holder will not sell, transfer or otherwise dispose of the Exchange Shares except pursuant to appropriate registration and/or qualification or an appropriate exemption therefrom. The Holder agrees to the voting placement of a legend on the certificate or disposition certificates representing the Exchange Shares setting forth the foregoing restrictions. g. The Holder has such knowledge and experience in financial and business matters and in making investments of this type that it is capable of evaluating the merits and risks of acquiring the Exchange Shares. h. The Holder has been furnished access to Issuer's business records relating to the Exchange Shares, and such additional information and documents as the Holder has requested, and has been afforded an opportunity to ask questions of and receive answers from representatives of Issuer concerning the terms and conditions of this Agreement and the acquisition 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 AgreementExchange Shares. i. The Holder is an "accredited investor," as such term is defined in Rule 501(a) 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 promulgated by the Merger Sub)Securities and Exchange Commission under the 1933 Act.

Representations and Warranties of Holder. Holder represents and ---------------------------------------- warrants to Parent and the Merger Sub as followsthat: (a) Holder (i) Holder is a legal entity duly organized, validly existing and, to the record or beneficial owner extent such concept is applicable, in good standing under the laws of the Optioned Securities, or has the right to vote the Voting Securities, listed on Schedule 1, jurisdiction of its organization and (ii) such Optioned Securities or Voting Securities are the only Equity Securities owned of record or beneficially by Holder or in which Holder has any interest or which Holder has the right to vote, as the case may be, and (iii) Holder does not have any option all requisite corporate or other right to acquire any other Equity Securities; (b) Holder has the right, power and authority and has taken all corporate or other action necessary in order to execute execute, deliver and deliver perform its obligations under this Agreement and to perform its obligations hereunder; consummate the executiontransactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, delivery assuming due authorization and performance of this Agreement execution by Holder will not require the consent of any each other person and will not constitute a violation ofparty hereto, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement 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 or other and similar laws relating affecting creditors’ rights generally and subject, as to creditors' rights and enforceability, to general principles of equity;. (b) 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 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. (c) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any Shares included in proceeding or investigation, by or before any governmental authority pending against Holder or, to the Optioned Securities owned by knowledge of Holder, threatened against Holder have been validly issued and are fully paid and nonassessable (except as otherwise provided by Wisconsin lawii) and any shares of Company Common Stock issuable upon exercise, exchange Holder is not a party to or conversion subject to the provisions of any other Equity Securitiesorder, when issued and upon payment 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 exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law); (d) Holder’s Shares or the Optioned Securities owned by Holder are now, and at all times during the term validity of this Agreement will beor would reasonably be expected to prevent or materially delay, held impair or adversely affect the performance by Holder free and clear of 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 its obligations under 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 3.1 The execution and ---------------------------------------- warrants to Parent delivery of this Warrant, and the Merger Sub consummation of the transactions and obligations contemplated hereby have been duly and validly authorized by all necessary action on Holder’s part. This Warrant has been duly and validly executed and delivered by Holder and is the valid and binding obligation of Holder, enforceable against Holder in accordance with its terms except to the extent the enforceability hereof is limited by applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law). 3.2 Holder hereby warrants and represents that Holder is (a) acquiring this Warrant, and any Warrant Shares issued upon exercise of this Warrant, for Holder’s own account, not as follows: a nominee or agent, and not with a view to their resale or distribution, and that Holder has no present intention of selling, granting any participation in, or otherwise distributing the same and (ib) Holder is an “accredited investor” as such term is defined under Rule 501 promulgated under the record or beneficial owner Securities Act of 1933, as amended (the “1933 Act”). 3.3 Holder is aware of the Optioned Securities, Company’s business affairs and financial condition and has received or has had full access to all the right information it considers necessary or appropriate to vote make an informed investment decision with respect to the Voting Securities, listed on Schedule 1, acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (iito the extent the Company possessed such information or could acquire it without unreasonable effort or expense) such Optioned Securities or Voting Securities are the only Equity Securities owned of record or beneficially by necessary to verify any information furnished to Holder or in to which Holder has any interest or which access. 3.4 Holder acknowledges that this Warrant has not been registered under the 1933 Act, on the ground that the issuance of this Warrant is exempt from registration pursuant to Section 4(a)(2) of the 1933 Act, and that the Company’s reliance on such exemption is predicated on the representations of Holder set forth herein. 3.5 In connection with the investment representations made herein, Holder represents that it is able to fend for itself in the transactions contemplated by this Warrant, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment, has the ability to bear the economic risks of its investment and has been furnished with and has had access to such information as it has requested and deemed appropriate to its investment decision. 3.6 Holder hereby confirms that Holder has been informed that this Warrant, and the right to voteWarrant Shares issued upon exercise of this Warrant, are restricted securities under the 1933 Act and may not be resold or transferred unless this Warrant, or the Warrant Shares issued upon exercise of this Warrant, as the case may be, are first registered under the federal securities laws or unless an exemption from such registration is available. Holder acknowledges that the Company has no obligation to register the Warrant Shares. Holder hereby acknowledges that Holder is prepared to hold this Warrant, and the Warrant Shares issued upon exercise of this Warrant, for an indefinite period and that Holder is aware that Rule 144 of the Securities and Exchange Commission issued under the 1933 Act is not presently available to exempt the issuance of this Warrant from the registration requirements of the 1933 Act. Notwithstanding the foregoing, the Company will work with Holder in good faith to take commercially reasonable efforts to remove any restrictive legends on the Warrant Shares, including by providing the transfer agent with an appropriate opinion of counsel, as soon as counsel to the Company determines that there is no legal requirement to maintain such restrictive legends. 3.7 Holder hereby agrees that Holder shall make no disposition of this Warrant or the Warrant Shares issued upon exercise of this Warrant unless and until Holder shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition and provided the Company with assurances and, upon request of the Company, with an opinion of counsel, at the expense of Holder or its transferee, reasonably satisfactory to the Company, that (iiia) Holder the proposed disposition does not have any option require registration of the Warrant Shares under the 1933 Act, or other right to acquire any other Equity Securities; (b) Holder has all appropriate action necessary for compliance with the right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; registration requirements of the execution, delivery and performance of this Agreement by Holder will not require the consent 1933 Act or of any exemption from registration available under the 1933 Act has been taken. 3.8 Holder agrees to be bound by and comply with the limitations on transfer contained in the Bylaws of the Company (the “Bylaws”), including, but not limited to, Article X (Restriction on Transfer) of the Bylaws. 3.9 In order to reflect the restrictions on disposition of the Warrant Shares, the stock certificates or book-entry entitlements for the Warrant Shares will be endorsed with restrictive legends set forth below or similar legends, together with any other person legends that may be required by state or federal securities laws, the Company’s Certificate of Incorporation (“Charter”) or Bylaws, any other agreement affecting the Warrant Shares between Holder and will not constitute a violation ofthe Company, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order other agreement applicable to Holder: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or (iiiAS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A 180 DAY MARKET STAND-OFF RESTRICTION AS SET FORTH IN A CERTAIN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE BYLAWS OF THE COMPANY.” 3.10 Holder hereby represents and warrants that it is an organization qualified under section 170(c)(2) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part of Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (c) any Shares included in the 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 Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price thereforInternal Revenue Code of 1986, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law); (d) the Optioned Securities owned by Holder are now, and at all times during the term of this Agreement will be, held by Holder free and clear of 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)amended.

Representations and Warranties of Holder. Each Holder hereby represents and ---------------------------------------- warrants to Parent and the Merger Sub as follows: (a) Such Holder (i) Holder is the record or and beneficial owner of the Optioned its Subject Securities, free and clear of any liens, adverse claims, charges or has the right other encumbrances of any nature whatsoever (other than pursuant to vote the Voting Securities(x) restrictions on transfer under applicable securities laws, listed on Schedule 1or (y) this Agreement), and (ii) such Optioned does not beneficially own any securities of Aevi (including options, warrants or convertible securities) other than the Subject Securities or Voting Securities are the only Equity Securities owned and that certain Secured Convertible Promissory Note, dated as of record or beneficially by Holder or in which Holder has any interest or which Holder has the right to voteMarch 29, 2019, as the case may beamended to date, between Aevi and (iii) Holder does not have any option or other right to acquire any other Equity Securities;The Children’s Hospital of Philadelphia. (b) Such Holder has the rightsole right to transfer, power and authority to execute and deliver this Agreement vote (or cause to vote) and to perform its obligations hereunder; direct (or cause to direct) 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 result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part of Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (c) any Shares included in the 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 Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment voting of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law); (d) the Optioned Securities owned by Holder are now, and at all times during the term of this Agreement will be, held by Holder free and clear of all adverse claims, liens, encumbrances and security interestsSubject Securities, and none of the Optioned Securities or Voting Subject Securities are subject to any voting trust or other agreement agreement, arrangement or arrangement (except as created by this Agreement) restriction with respect to the transfer or the voting or disposition of the Optioned Subject Securities or Voting Securities; and there are no outstanding options(other than restrictions on transfer under applicable securities laws), warrants or rights to purchase or acquire, or agreements (except for as set forth in this Agreement. (c) relating toSuch Holder, if it is an entity, has all requisite power and authority or, if such Optioned Securities or Voting Securities; Holder is an individual, has the legal capacity, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (d) This Agreement has been duly executed and delivered by such Holder and constitutes a valid and binding 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. (e) upon purchase There is no Action pending or, to the knowledge of the Optioned Securities owned by such Holder, threatened in writing against such Holder at law or equity before or by any Governmental Entity that could reasonably be expected to impair or materially delay the Merger Sub will obtain good and marketable title performance by such Holder of its obligations under this Agreement or otherwise adversely impact such Holder’s ability to such Optioned Securities, free and clear of all adverse claims, liens, encumbrances and security interests (except any created by the Merger Sub)perform its obligations hereunder.

Representations and Warranties of Holder. Holder represents and ---------------------------------------- warrants to Parent and the Merger Sub as followsthat: (a) Holder (i) Holder is a natural person or is a legal entity duly organized, validly existing and, to the record or beneficial owner extent such concept is applicable, in good standing under the laws of the Optioned Securities, or has the right to vote the Voting Securities, listed on Schedule 1, jurisdiction of its organization and (ii) such Optioned Securities or Voting Securities are the only Equity Securities owned of record or beneficially by Holder or in which Holder has any interest or which Holder has the right to vote, as the case may be, and (iii) Holder does not have any option all requisite corporate or other right to acquire any other Equity Securities; (b) Holder has the right, power and authority and has taken all corporate or other action necessary in order to execute execute, deliver and deliver perform its obligations under this Agreement and to perform its obligations hereunder; consummate the executiontransactions contemplated hereby. This Agreement has been duly executed and delivered by Hxxxxx and, delivery assuming due authorization and performance of this Agreement execution by Holder will not require the consent of any each other person and will not constitute a violation ofparty hereto, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement 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 or other and similar laws relating affecting creditors’ rights generally and subject, as to creditors' rights and enforceability, to general principles of equity;. (b) The execution and delivery of this Agreement by Hxxxxx 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 applicable) or applicable law to which Holder or the Holder’s Shares or the Incentive Shares, if applicable, 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 or the Incentive Shares, if applicable, ), 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. (c) 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 included in or the Optioned Securities owned validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder have been validly issued and are fully paid and nonassessable (except as otherwise provided by Wisconsin law) and any shares of Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law);its obligations under this Agreement. (d) The Holder (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Optioned Securities owned by Act) or an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), (ii) is not a “U.S. person” as defined in Regulation S promulgated under the Securities Act, (iii) is acquiring any Incentive Shares (as defined below) that may be transferred to the Holder are now, and at all times during the term of pursuant to this Agreement will only for its own account and not for the account of others, or if the Holder is acquiring any Incentive Shares that may be transferred to the Holder pursuant to this Agreement as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer or institutional accredited investor (as the case may be, held by ) and the Holder free and clear of 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) has full investment discretion with respect to each such account, and the voting full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iv) is not acquiring any Incentive Shares that may be transferred to the Holder pursuant to this Agreement with a view to, or disposition for offer or sale in connection with, any distribution thereof in violation of the Optioned Securities or Voting Securities; and there are no outstanding options, warrants or rights Act. The Holder is not an entity formed for the specific purpose of acquiring any Incentive Shares that may be transferred to purchase or acquire, or agreements (except for the Holder pursuant to this Agreement) relating to, unless such Optioned Securities or Voting Securities; and (e) upon purchase newly formed entity is an entity in which all of the Optioned Securities owned investors are institutional accredited investors and is an “institutional account” as defined by HolderFINRA Rule 4512(c). The Holder is a sophisticated institutional investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities. Accordingly, the Merger Sub will obtain good Holder understands that the acquisition of any Incentive Shares that may be transferred to the Holder pursuant to this Agreement meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and marketable title to such Optioned Securities, free and clear of all adverse claims, liens, encumbrances and security interests (except any created by ii) the Merger Subinstitutional customer exemption under FINRA Rule 2111(b).

Representations and Warranties of Holder. The Holder hereby represents and ---------------------------------------- warrants to Parent and the Merger Sub as followsCompany that: (i) a. The Holder 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 record or current beneficial owner of the Optioned 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 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 examination 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. e. The Holder 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 has the right advisability of the decision to vote sell the Voting 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, listed on Schedule 1or any of its affiliates or representatives shall not be considered investment advice or a recommendation to conduct the Repurchase. g. The Holder is a corporation, (ii) such Optioned Securities limited partnership, limited liability company or Voting Securities are the only Equity Securities owned of record or beneficially by Holder or in which Holder has any interest or which Holder has the right to voteother entity, as the case may be, duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation. h. The Holder acknowledges that (i) it is a sophisticated investor, (ii) the terms of the Repurchase have been mutually negotiated between the Holder and the Company and (iii) that the Holder does not have any option or other right was given a meaningful opportunity to acquire any other Equity Securities;negotiate the terms of the Repurchase. (b) i. The Holder has the rightwill, power and authority to upon request, execute and deliver this Agreement any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and to perform its obligations hereunder; transfer of the executionSecurities sold hereby. j. There is no investment banker, delivery and performance of this Agreement by Holder will not require the consent of any other person and will not constitute a violation ofbroker, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part of Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium finder or other similar laws relating to creditors' rights and general principles of equity; (c) any Shares included in the Optioned Securities owned by Holder have intermediary which has been validly issued and are fully paid and nonassessable (except as otherwise provided by Wisconsin law) and any shares of Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price thereforretained by, will be validly issuedretained by or is authorized to act on behalf of the Holder who might be entitled to any fee or commission from the Company or the Holder upon consummation of the transactions contemplated by this Repurchase Agreement. k. The Holder understands that the Company and others will rely upon the truth and accuracy of the foregoing representations, fully paid warranties and nonassessable (except as otherwise provided covenants and agrees that if any of the representations and warranties deemed to have been made by Wisconsin law); (d) it by its participation in the Optioned Securities owned transactions contemplated by this Repurchase Agreement are no longer accurate, the Holder are nowshall promptly notify the Company. The Holder understands that, unless the Holder notifies the Company in writing to the contrary before the Closing, each of the Holder’s representations and at all times during the term of warranties contained in this Repurchase Agreement will be, held by Holder free be deemed to have been reaffirmed and clear of all adverse claims, liens, encumbrances and security interests, and none confirmed as of the Optioned Securities Closing. l. The Holder acknowledges and agrees that the Company has not made any representation, warranty, covenant or Voting Securities are subject agreement, whether express or implied, of any kind or character to any voting trust or other agreement or arrangement (except as created by this Agreement) the Holder with respect to the voting or disposition subject matter of the Optioned Securities or Voting Securities; and there are no outstanding optionsthis Repurchase Agreement, warrants or rights to purchase or acquire, or agreements (except for as expressly set forth in this Repurchase 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 hereby represents and ---------------------------------------- warrants to Parent and the Merger Sub as follows: (ia) Holder Holder’s address and email address set forth on the signature page hereto is the record or beneficial owner correct as of the Optioned Securitiesdate hereof. If Holder’s address or email address changes prior to Closing, or has Holder shall notify Parent and the right to vote the Voting Securities, listed on Schedule 1, (ii) Company of such Optioned Securities or Voting Securities are the only Equity Securities owned of record or beneficially by Holder or in which Holder has any interest or which Holder has the 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;change. (b) Holder has completed the investor questionnaire attached hereto as Exhibit A, and the information set forth therein is accurate and complete. Holder understands and acknowledges that Parent is relying on such investor questionnaire to determine whether Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and is using such information for purposes of confirming the availability of an exemption from the registration and prospectus delivery requirements under the Securities Act in connection with issuing the Parent Common Stock in the Merger. (c) 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 the Holder Agreements and the performance by Holder of its covenants and obligations under the Holder Agreements have been duly authorized by all necessary action on the part of Holder and no further action is required on the part of Holder to authorize the Holder Agreements or the performance by Holder of its covenants and obligations hereunder 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 any 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 pending or, to the knowledge of Holder, threatened against Holder with respect to which Holder has the right, power 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 authority 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 to each other Holder Agreement (if any), and perform its its, his or her covenants and obligations hereunder; the executionhereunder and, delivery and performance of this Agreement by if applicable, thereunder. (f) Holder will not require the consent of any other person and will not constitute a violation of, conflict with or result in a default under has (i) any contractreceived a copy of the Merger Agreement, understanding or arrangement to which this Agreement and each other Holder is a party or by which Holder is boundAgreement (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 judgmentEncumbrances of any kind (except for restrictions arising under applicable securities Laws, decree 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 order applicable limitation on disposition (if any) shall be terminated concurrently with the Closing. Holder is not a party to Holderany Contract with respect to the 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 law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part of Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (c) any Shares included in the 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 Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law); (d) the Optioned Securities owned by Holder are now, and at all times during the term of this Agreement will be, held by Holder free and clear of 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) Contract with respect to the voting or disposition any of the Optioned Securities matters contemplated by clauses (i) or Voting Securities; and there are no outstanding options(ii). (i) Holder is not obligated for the payment of any fees or expenses of any investment banker, warrants broker, advisor, finder or rights to purchase similar party in connection with the origin, negotiation or acquireexecution of the Merger Agreement, this Agreement or any other Holder Agreement (if any), or agreements in connection with the Merger or any other transaction contemplated thereby (except for this Agreement) relating to, such Optioned Securities or Voting Securities; and (e) upon purchase to the extent Holder bears any liability therefor pursuant to the terms of the Optioned Securities owned by HolderMerger Agreement, this Agreement or any other Holder Agreement (if any)). Neither Parent nor the Surviving Entity shall incur any Liabilities, either directly or indirectly, to any investment banker, broker, advisor, finder or similar party as a result of the Merger Sub will obtain good and marketable title to such Optioned SecuritiesAgreement, free and clear of all adverse claims, liens, encumbrances and security interests this Agreement or any other Holder Agreement (except any created by if any) or the Merger Sub)or any other transaction contemplated hereby or thereby due to arrangements entered into by Holder with any such investment banker, broker, advisor, finder or similar party.

Representations and Warranties of Holder. Holder represents and ---------------------------------------- warrants to Parent and the Merger Sub as followsthat: (a) Holder (i) Holder is a natural person or is a legal entity duly organized, validly existing and, to the record or beneficial owner extent such concept is applicable, in good standing under the laws of the Optioned Securities, or has the right to vote the Voting Securities, listed on Schedule 1, jurisdiction of its organization and (ii) such Optioned Securities or Voting Securities are the only Equity Securities owned of record or beneficially by Holder or in which Holder has any interest or which Holder has the right to vote, as the case may be, and (iii) Holder does not have any option all requisite corporate or other right to acquire any other Equity Securities; (b) Holder has the right, power and authority and has taken all corporate or other action necessary in order to execute execute, deliver and deliver perform its obligations under this Agreement and to perform its obligations hereunder; consummate the executiontransactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, delivery assuming due authorization and performance of this Agreement execution by Holder will not require the consent of any each other person and will not constitute a violation ofparty hereto, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement 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 or other and similar laws relating affecting creditors’ rights generally and subject, as to creditors' rights and enforceability, to general principles of equity;. (b) 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 applicable) or applicable law to which Holder or the Holder’s Shares or the Incentive Shares, if applicable, 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 or the Incentive Shares, if applicable, ), 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. (c) 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 included in or the Optioned Securities owned validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder have been validly issued and are fully paid and nonassessable (except as otherwise provided by Wisconsin law) and any shares of Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law);its obligations under this Agreement. (d) The Holder (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Optioned Securities owned by Act) or an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), (ii) is not a “U.S. person” as defined in Regulation S promulgated under the Securities Act, (iii) is acquiring any Incentive Shares (as defined below) that may be transferred to the Holder are now, and at all times during the term of pursuant to this Agreement will only for its own account and not for the account of others, or if the Holder is acquiring any Incentive Shares that may be transferred to the Holder pursuant to this Agreement as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer or institutional accredited investor (as the case may be, held by ) and the Holder free and clear of 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) has full investment discretion with respect to each such account, and the voting full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iv) is not acquiring any Incentive Shares that may be transferred to the Holder pursuant to this Agreement with a view to, or disposition for offer or sale in connection with, any distribution thereof in violation of the Optioned Securities or Voting Securities; and there are no outstanding options, warrants or rights Act. The Holder is not an entity formed for the specific purpose of acquiring any Incentive Shares that may be transferred to purchase or acquire, or agreements (except for the Holder pursuant to this Agreement) relating to, unless such Optioned Securities or Voting Securities; and (e) upon purchase newly formed entity is an entity in which all of the Optioned Securities owned investors are institutional accredited investors and is an “institutional account” as defined by HolderFINRA Rule 4512(c). The Holder is a sophisticated institutional investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities. Accordingly, the Merger Sub will obtain good Holder understands that the acquisition of any Incentive Shares that may be transferred to the Holder pursuant to this Agreement meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and marketable title to such Optioned Securities, free and clear of all adverse claims, liens, encumbrances and security interests (except any created by ii) the Merger Subinstitutional customer exemption under FINRA Rule 2111(b).

Representations and Warranties of Holder. Holder hereby represents and ---------------------------------------- warrants to Parent SPAC and the Merger Sub Company as follows: (i) if Holder is not an individual, it is duly organized, validly existing and in good standing under the record or beneficial owner laws of the Optioned Securitiesjurisdiction in which it is organized, or and such party has all necessary power and authority to execute, deliver and perform this Agreement and consummate the right to vote the Voting Securities, listed on Schedule 1, transactions contemplated hereby; (ii) such Optioned Securities or Voting Securities are the only Equity Securities owned of record or beneficially by if Holder or in which is an individual, Holder has any interest or which Holder has the full legal capacity, 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) Holder has the right, power and authority to execute and deliver this Agreement and to perform its his or her obligations hereunder; ; (b) this Agreement has been duly executed and delivered by Holder and, assuming due authorization, execution and delivery by the executionother parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of Holder, enforceable against Holder in accordance with the terms hereof (subject to the Enforceability Exceptions); (c) the execution and delivery and performance of this Agreement by Holder does not, and the performance by Holder of his, her or its obligations hereunder will not, (i) if Holder is not require the consent of any other person and will not constitute a violation ofan individual, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to violation of the organizational documents of Holder, or (iiiii) require any law, rule consent or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part of Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium approval that has not been given or other similar laws relating action that has not been taken by any third party (including under any Contract binding upon Holder or the Covered Shares), in each case, to creditors' rights and general principles of equity; (c) any Shares included in the Optioned Securities owned extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder have been validly issued and are fully paid and nonassessable (except as otherwise provided by Wisconsin law) and any shares of Company Common Stock issuable upon exercisehis, exchange her or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law)its obligations under this Agreement; (d) there are no Actions pending against Holder or, to the Optioned Securities owned knowledge of Holder, threatened against Holder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Holder are nowof its, his or her obligations under this Agreement; (e) Holder has not entered into, and at all times during shall not enter into, any agreement that would restrict, limit or interfere with the term performance of this Agreement will be, held 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 free and clear as of all adverse claims, liens, encumbrances and security intereststhe date hereof, and none of the Optioned Securities or Voting Securities are such Covered Shares is subject to any proxy, voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Covered Shares, except as provided in this Agreement or disposition the organizational documents 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)Company.

Representations and Warranties of Holder. As of the Closing Date, the Holder represents and ---------------------------------------- warrants to Parent and the Merger Sub as follows: (i) a. The Holder is the record owner, subject to paragraph C below, of and has not assigned, transferred, sold, pledged, optioned, endorsed or beneficial owner of otherwise conveyed or transferred any interest in the Optioned Securities, 1996 Note or has 1996 Warrant acquired by such Holder pursuant to the right to vote the Voting Securities, listed Subscription Agreement and as set forth opposite such Holder's name on Schedule 1, (ii) such Optioned Securities or Voting Securities are the only Equity Securities owned of record or beneficially by Holder or in which Exhibit "A" hereto. b. The Holder has any interest or which Holder has the 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) Holder has the right, all requisite legal power and authority to execute and deliver enter into this Agreement. This Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement has been duly authorized by Holder will not require the consent of any other person and will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement all necessary action on the part of the Holder, has been duly executed and delivered by an authorized officer or representative of the Holder, and is a legal, valid and binding obligation of the undersigned enforceable in accordance with its terms, subject to applicable bankruptcyregardless of whether such enforceability is considered in a proceeding in law or in equity. c. The Holder has reviewed the Investment Representation Letter attached hereto as Exhibit "E". 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, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (c) any Shares included in the 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 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 Company Common Stock issuable upon exerciseNew Generation's Amended Bond plus accrued, exchange or conversion of any other Equity Securitiesunpaid interest, when issued and upon payment plus the Amended Warrants on such portion of the exercise price thereforbond. Also, will be validly issuedFundamental Investors, fully paid L.P. ("Fundamental") has entered into a "Put Option Agreement" with Xx. Xxxxx pursuant to which, immediately subsequent to the Closing hereof, Fundamental has the right to sell Xx. Xxxxx an agreed upon percentage of Fundamental's Amended Bond and nonassessable (except as otherwise provided the accrued unpaid interest thereon. Fundamental has also agreed to sell all Amended Warrants received by Wisconsin law); (d) the Optioned Securities owned by Holder are now, and at all times during the term it on such bond to Xx. Xxxxx. Execution of this Agreement will be, held by Holder free and clear of all adverse claims, liens, encumbrances and security interests, and none shall be deemed execution of the Optioned Securities or Voting Securities are subject to any voting trust or other agreement or arrangement (except Investment Representation Letter, 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)modified in its paragraph.

Representations and Warranties of Holder. Holder represents and ---------------------------------------- warrants to Parent and the Merger Sub as followsthat: (ia) Holder is and/or certain of its controlled affiliates beneficially own the record or beneficial owner of 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 by Holder or in which Holder has any interest or which Holder has the 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;Holder’s Shares. (b) Holder (i) 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 the right, all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute execute, deliver and deliver perform its obligations under this Agreement and to perform its obligations hereunder; consummate the executiontransactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, delivery assuming due authorization and performance of this Agreement execution by Holder will not require the consent of any each other person and will not constitute a violation ofparty hereto, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement 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 or other and similar laws relating affecting creditors’ rights generally and subject, as to creditors' rights and enforceability, to general principles of equity;. (c) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Xxxxxx of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any Shares included 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 Optioned Securities owned extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder have been validly issued and are fully paid and nonassessable (except as otherwise provided by Wisconsin law) and any shares of Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law);its obligations under this Agreement. (d) As of the Optioned Securities owned 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 are nowor, to the knowledge of Holder, threatened against Holder and at all times during (ii) Holder is not a party to or subject to the term 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 will beor would reasonably be expected to prevent or materially delay, held impair or adversely affect the performance by Holder free and clear of 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 its obligations under 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. By acceptance of this Warrant, the Holder hereby represents and ---------------------------------------- warrants to Parent and the Merger Sub Company as follows: (ia) Holder is This Warrant will be acquired for investment for the record Holder’s own account, not as a nominee or beneficial owner agent, and not with a view to the sale or distribution of any part thereof, and 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 by Holder or in which Holder has no present intention of selling, granting participation in or otherwise distributing the same, but subject, nevertheless, to any interest or which requirement of law that the disposition of its property shall at all times be within its control. By executing this Warrant, the Holder has the right to vote, as the case may be, and (iii) Holder further represents that it does not have any option contract, undertaking, agreement or other right arrangement with any person to acquire sell, transfer, or grant participations to such person or to any other Equity Securities;third person, with respect to the Warrant or the Warrant Stock. (b) The Holder has understands that this Warrant at the righttime of issuance may not be registered under the Securities Act, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the executionapplicable state securities laws, 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 result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part ground that the issuance of Holder, enforceable in accordance with its terms, subject such securities is exempt pursuant to applicable bankruptcy, insolvency, moratorium or other similar laws Section 4(a)(2) of the Securities Act and state law exemptions relating to creditors' rights offers and general principles sales not by means of equity;a public offering, and that the Company’s reliance on such exemptions is predicated on the Holder’s representations set forth herein. (c) any Shares included The Holder (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and substantial risks of such Holder’s prospective investment in the Optioned Securities; (ii) has the ability to bear the economic risks (including the risk of a total loss) of such Holder’s prospective investment in the Securities; (iii) has not been offered the Securities owned by any form of “general solicitation” or “general advertising” within the meaning of Regulation D promulgated under the Securities Act; and (iv) is an “accredited investor” within the meaning of Regulation D. The Holder represents that it has had the opportunity to ask questions of the Company concerning the Company’s business and assets and to obtain any additional information which it considered necessary to verify the accuracy of or to amplify the Company’s disclosures, and has had all questions which have been validly issued and are fully paid and nonassessable (except as otherwise provided asked by Wisconsin law) and any shares of Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of it satisfactorily answered by the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law);Company. (d) The Holder acknowledges that this Warrant must be held indefinitely unless subsequently registered under the Optioned Securities owned by Act or an exemption from such registration is available. The Holder are now, and at all times during the term of this Agreement will be, held by Holder free and clear of all adverse claims, liens, encumbrances and security interests, and none is aware of the Optioned provisions of Rule 144 promulgated under the Securities or Voting Securities are Act which permit limited resale of shares purchased in a private placement subject to any voting trust or the satisfaction of certain conditions, including, among 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 Holderthings, the Merger Sub will obtain good existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and marketable title paid for the security to such Optioned Securitiesbe sold, free the sale being through a “broker’s transaction” or in transactions directly with a “market makers” (as provided by Rule 144(f)) and clear the number of all adverse claims, liens, encumbrances and security interests (except shares being sold during any created by the Merger Sub)three-month period not exceeding specified limitations.

Representations and Warranties of Holder. Holder hereby represents and ---------------------------------------- warrants to Parent and the Merger Sub Company as follows: (i) Holder if Hxxxxx is not an individual, it is duly organized, validly existing and in good standing under the record or beneficial owner laws of the Optioned Securitiesjurisdiction in which it is organized, or and such party has all necessary power and authority to execute, deliver and perform this Agreement and consummate the right to vote the Voting Securities, listed on Schedule 1, transactions contemplated hereby; (ii) such Optioned Securities or Voting Securities are the only Equity Securities owned of record or beneficially by if Holder or in which is an individual, Holder has any interest or which Holder has the full legal capacity, 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) Holder has the right, power and authority to execute and deliver this Agreement and to perform its his or her obligations hereunder; hereunder; (b) this Agreement has been duly executed and delivered by Hxxxxx and, assuming due authorization, execution and delivery by the executionother parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of Holder, enforceable against Holder in accordance with the terms hereof (subject to the Enforceability Exceptions); (c) the execution and delivery and performance of this Agreement by Hxxxxx does not, and the performance by Hxxxxx of his, her or its obligations hereunder will not, (i) if Holder will is not require the consent of any other person and will not constitute a violation ofan individual, conflict with or result in a default under (i) any contractviolation of the organizational documents of Hxxxxx, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) require any judgment, decree consent or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part of Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium approval that has not been given or other similar laws relating action that has not been taken by any third party (including under any Contract binding upon Holder or the Covered Shares), in each case, to creditors' rights and general principles the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Hxxxxx of equity; (c) any Shares included in the 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 Company Common Stock issuable upon exercisehis, exchange her or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law);its obligations under this Agreement; (d) there are no Actions pending against Holder or, to the Optioned Securities owned knowledge of Holder, threatened against Hxxxxx, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Holder are nowof its, his or her obligations under this Agreement; (e) Hxxxxx has not entered into, and at all times during shall not enter into, any agreement that would restrict, limit or interfere with the term performance of this Agreement will be, held Hxxxxx’s obligations hereunder; and (f) the Covered Shares are the only shares of capital stock of Hepion owned of record or Beneficially Owned by Holder free and clear Hxxxxx as of all adverse claims, liens, encumbrances and security intereststhe date hereof, and none of the Optioned Securities or Voting Securities are such Covered Shares is subject to any proxy, 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)Covered Shares.

Representations and Warranties of Holder. Holder hereby represents and ---------------------------------------- warrants to 6th Wave, Parent and the Merger Sub as follows: (ia) Holder is Holder’s address and email address set forth on the record or beneficial owner of the Optioned Securities, or has the right to vote the Voting Securities, listed on Schedule 1, (ii) such Optioned Securities or Voting Securities signature page hereto are the only Equity Securities owned of record or beneficially by Holder or in which Holder has any interest or which Holder has the right to vote, as the case may be, accurate and (iii) Holder does not have any option or other right to acquire any other Equity Securities;complete. (b) Holder has the right, full power and authority to execute and deliver this Agreement and any Ancillary Agreement (if any) to which Holder is or will become a party (each, a “Holder Agreement” and collectively, the “Holder Agreements”) and to perform its obligations hereunder; thereunder. Each Holder Agreement constitutes the executionvalid and legally binding obligation of Holder, enforceable in accordance with its terms and conditions, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general equity principles. No further notice to, or consent of, Holder's spouse is required under any law, statute, rule or regulation related to marital or community property in order for Holder to execute and deliver the Holder Agreements and to perform its obligations thereunder and consummate the transactions contemplated thereby, and no such rights of Holder's spouse under any such law, statute, rule or regulation shall be triggered by the execution and delivery and of the Holder Agreements, the performance of this Agreement by Holder of its obligations thereunder or the consummation of the transactions contemplated thereby. 1 NTD: Alternate language for the stockholders executing at signing v. the remaining stockholders who will not require be asked to execute between signing and closing. (c) Neither the consent execution and the delivery of the Holder Agreements, nor the consummation of the transactions contemplated thereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any other person and will not constitute a violation ofgovernment, governmental agency, or court to which Holder is subject or (B) conflict with or with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under (i) any agreement, contract, understanding lease, license, instrument, or other arrangement to which Holder is a party or by which Holder is boundbound or to which any of its assets is subject, in each case, except as would not materially impair Holder's ability to perform its obligations thereunder or result in any material costs to the Parent or Merger Sub. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from, any governmental entity is required by or with respect to Holder in connection with the execution and delivery of the Holder Agreements or the consummation by Holder of the transactions contemplated thereby except for: (A) such filings and approvals as may be required by any applicable non- U.S. governmental entity; (B) such filings and approvals as may be required by any non-U.S. premerger notification, securities, corporate or other legal requirement, and (C) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on 6th Wave or materially impair or delay the ability of the parties to consummate the transactions contemplated by the Merger Agreement. (e) Holder has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by the Merger Agreement for which the Parent or the Surviving Corporation could become liable or obligated. (f) Holder understands that the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants have not been, or will not be, registered under the Securities Act, or under any state securities laws, and no registration statement or prospectus in respect thereof will be prepared or filed under the Securities Act or the Canadian Securities Laws, and that such Parent Common Shares and Parent Warrants are being offered and sold in reliance upon federal, provincial and state exemptions for transactions not involving any public offering, thus such Parent Common Shares and Parent Warrants are "restricted securities," as such term is defined in Rule 144 under the Securities Act, and will be subject to restrictions on resale under such laws and as set forth in the restrictive legends set forth below. (g) Holder has had an opportunity to ask questions of, and receive answers from, the officers of 6th Wave and Parent concerning the Merger Agreement and the Holder Agreements and the transactions contemplated hereby and thereby. (h) Holder acknowledges that it has not acquired the Securities as a result of any “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D promulgated under the Securities Act), including, but not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the Internet or broadcast over radio, television or the Internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (i) Holder understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act or applicable state securities laws, the certificates representing the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE [IN THE CASE OF PARENT WARRANTS: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S ("REGULATION S") UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(1) OR (D) ABOVE, A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION, TO THAT EFFECT MUST FIRST BE PROVIDED TO THE CORPORATION. THESE SECURITIES MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES. (j) Holder consents to Parent making a notation on its records or giving instructions to any transfer agent of the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants, as applicable, in order to implement the restrictions on transfer set forth and described herein. (k) Holder understands that Parent has no obligation or present intention of filing a registration statement under the Securities Act or applicable state securities laws in respect of the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) or Parent Warrants, as applicable. (l) Holder is acquiring the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants, as applicable, solely for his, her or its own account and not on behalf of any other person for investment purposes only and not with a view to the resale, distribution or other disposition thereof in violation of applicable Securities Laws. (m) Holder represents and warrants that alone, or with the assistance of his, her or its professional advisors, he, she or it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his, her or its investment in the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants, as applicable, and is able, without impairing his, her or its financial condition, to hold such securities for an indefinite period of time and to bear the economic risks, and withstand a complete loss, of such investment. (n) Holder represents and warrants that he, she or it has had access to such information, if any, concerning the Parent, 6th Wave, the Holder Agreements and the Merger Agreement as he, she or it has considered necessary in connection with his, her or its decision to adopt and approve the Merger Agreement and the Holder Agreements and/or to acquire the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants, as applicable. Holder has carefully read and understands the scope and effect of the provisions of the Holder Agreements and Merger Agreement, and has reviewed with its own legal and tax advisors the U.S. federal, state, local and foreign tax consequences of investment in the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants, as applicable, the Merger and the transactions contemplated by the Merger Agreement and Holder Agreements. With respect to such matters, Holder relies solely on such advisors and not on any statements or representations of 6th Wave or Parent or any of their respective agents, written or oral. (o) Holder understands and acknowledged that (i) if Parent is deemed to have been at any time previously an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents, Rule 144 under the Securities Act may not be available for resales of the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants and (ii) Parent is not obligated to make Rule 144 under the Securities Act available for resales of the the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants. (p) Holder understands and acknowledges that the financial statements of Parent have been/will be prepared in accordance with international financial reporting standards, and where audited have been or will be, as applicable, subjected to Canadian auditing and Canadian auditor independence standards, which differ in some respects from United States generally accepted accounting principles, auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies. (q) Holder understands that Parent is incorporated and a validly subsisting corporation under the laws of the province of British Columbia, Canada, and that most or all of Parent’s assets are located outside the United States and most or all of its directors and officers are residents of countries other than the United States, and as a result, it may be difficult for Holder to effect service of process within the United States upon Parent or such directors and officers, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of Parent and its directors and officers under the U.S. federal securities laws. (r) Holder is aware that (i) acquiring, holding and disposing of the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants may have tax consequences under the laws of both Canada and the United States, (ii) the tax consequences for prospective investors who are resident in, or citizens of, the United States are not described in this Agreement, and (iii) it is solely responsible for determining the tax consequences applicable to its particular circumstances and should consult its own tax advisors concerning investment in such securities. (s) Holder acknowledged that no agency, governmental authority, regulatory body, stock exchange or other entity (including, without limitation, the U.S. Securities and Exchange Commission or any judgmentstate securities commission) has made any finding or determination as to the merit of investment in, decree nor have any such agencies or governmental authorities made any recommendation or endorsement with respect, to the the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants. (t) Holder agrees that if required by applicable securities legislation, regulatory policy or order applicable or by any securities commission, stock exchange or other regulatory authority, he, she or it will execute, deliver and file and otherwise assist Parent in filing reports, questionnaires, undertakings and other documents with respect to the issue of the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants; provided that this clause (t) shall not require Holder to incur any out-of-pocket expense, assume any liability or enter into any undertaking or other agreement that could result in liability to Holder, other than liability for false or misleading statements made by Holder. (iiiu) any law, rule or regulation Holder holds of any governmental body applicable to record and owns beneficially the shares of 6th Wave securities set forth below Holder; and this Agreement constitutes a valid and binding agreement 's name on the part of Holdersignature page hereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (c) any Shares included in the 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 Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law); (d) the Optioned Securities owned by Holder are now, and at all times during the term of this Agreement will be, held by Holder free and clear of all adverse any restrictions on transfer (other than any restrictions set forth in the Shareholder Agreement, or under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, liensand demands. Other than the Shareholder Agreement and the Holder Agreements, encumbrances and security interestsHolder is not a party to any option, and none warrant, purchase right, or other contract or commitment that could require Holder to sell, transfer, or otherwise dispose of the Optioned Securities any capital stock or Voting Securities are subject equity securities of 6th Wave. Holder is not a party to any voting trust trust, proxy, or other agreement or arrangement (except as created by this Agreement) understanding with respect to the voting or disposition of any capital stock of 6th Wave and has full authority to vote 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 shares of the Optioned Securities owned 6th Wave capital stock held 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. By acceptance of this Warrant, the Holder hereby represents to the Company as follows: ​ (a) This Warrant will be acquired for investment for the Holder’s own account, not as a nominee or agent, and ---------------------------------------- warrants not with a view to Parent the sale or distribution of any part thereof, and the Merger Sub as follows: (i) Holder is the record or beneficial owner of 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 by Holder or in which Holder has no present intention of selling, granting participation in or otherwise distributing the same, but subject, nevertheless, to any interest or which requirement of law that the disposition of its property shall at all times be within its control. By executing this Warrant, the Holder has the right to vote, as the case may be, and (iii) Holder further represents that it does not have any option contract, undertaking, agreement or other right arrangement with any person to acquire sell, transfer, or grant participations to such person or to any other Equity Securities;third person, with respect to the Warrant or the Warrant Stock. ​ (b) The Holder has understands that this Warrant at the righttime of issuance may not be registered under the Securities Act, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the executionapplicable state securities laws, 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 result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part ground that the issuance of Holder, enforceable in accordance with its terms, subject such securities is exempt pursuant to applicable bankruptcy, insolvency, moratorium or other similar laws Section 4(a)(2) of the Securities Act and state law exemptions relating to creditors' rights offers and general principles sales not by means of equity;a public offering, and that the Company’s reliance on such exemptions is predicated on the Holder’s representations set forth herein. (c) any Shares included The Holder (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and substantial risks of such Holder’s prospective investment in the Optioned Securities; (ii) has the ability to bear the economic risks (including the risk of a total loss) of such Holder’s prospective investment in the Securities; (iii) has not been offered the Securities owned by any form of “general solicitation” or “general advertising” within the meaning of Regulation D promulgated under the Securities Act; and (iv) is an “accredited investor” within the meaning of Regulation D. The Holder represents that it has had the opportunity to ask questions of the Company concerning the Company’s business and assets and to obtain any additional information which it considered necessary to verify the accuracy of or to amplify the Company’s disclosures, and has had all questions which have been validly issued and are fully paid and nonassessable (except as otherwise provided asked by Wisconsin law) and any shares of Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of it satisfactorily answered by the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law);Company. ​ (d) The Holder acknowledges that this Warrant must be held indefinitely unless subsequently registered under the Optioned Securities owned by Act or an exemption from such registration is available. The Holder are now, and at all times during the term of this Agreement will be, held by Holder free and clear of all adverse claims, liens, encumbrances and security interests, and none is aware of the Optioned provisions of Rule 144 promulgated under the Securities or Voting Securities are Act which permit limited resale of shares purchased in a private placement subject to any voting trust or the satisfaction of certain conditions, including, among 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 Holderthings, the Merger Sub will obtain good existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and marketable title paid for the security to such Optioned Securitiesbe sold, free the sale being through a “broker’s transaction” or in transactions directly with a “market makers” (as provided by Rule 144(f)) and clear the number of all adverse claims, liens, encumbrances and security interests (except shares being sold during any created by the Merger Sub).three-month period not exceeding specified limitations. ​ ​ ​

Representations and Warranties of Holder. Holder hereby represents and ---------------------------------------- warrants to Parent and the Merger Sub as followsthat: (ia) The Holder is duly organized, validly existing and in good standing under the record or beneficial owner laws of 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 by Holder or jurisdiction in which Holder has any interest or which Holder has the 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;it is organized. (b) The Holder has the right, requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; consummate the transactions contemplated hereby and such execution, delivery and performance consummation have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by the Holder and constitutes the valid and binding obligation of such party, enforceable against it in accordance with its terms. The Holder is the owner, beneficially and of record, of the Exchangeable Shares, free and clear of any encumbrances. (c) Neither the execution and delivery of this Agreement by Holder nor the consummation of the transactions contemplated hereby will not require the consent of any other person and will not constitute a violation of(i) conflict with, conflict with or result in a default under (i) breach or violation of, any contract, understanding or arrangement to which Holder is a party or by which Holder is boundprovision of the Holder’s organizational documents, (ii) constitute, with or without notice or the passage of time or both, a breach violation or default under any judgmentlaw, decree rule, regulation, permit, license, agreement or order applicable other instrument ​ of the Holder or to which the Holder or the Holder’s property is subject, or (iii) require any lawconsent, rule approval or regulation of authorization of, or notification to, or filing with, any federal, state, local or foreign court, governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement agency or regulatory or administrative authority on the part of the Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (c) any Shares included in the 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 Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law);. (d) This Agreement is made with the Optioned Securities owned Holder in reliance upon the Holder’s representation, which by Holder are now, and at all times during the term Holder’s execution of this Agreement the Holder hereby confirms, that the New Warrants to be received by the Holder are and will be, held by Holder free be acquired for investment for its own account and clear not with a view to the distribution of all adverse claims, liens, encumbrances and security interestsany part thereof, and none that the Holder has no present intention of the Optioned Securities or Voting Securities are subject to selling, granting 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 acquireparticipation in, or agreements (except for this Agreement) relating to, such Optioned Securities or Voting Securities; andotherwise distributing the same. (e) upon purchase The Holder has had the opportunity to ask questions of and receive answers from the Company regarding the Company and its subsidiaries and to obtain additional information necessary to verify the accuracy of the Optioned information supplied or to which it had access. (f) The Holder acknowledges that an investment in the New Warrants is a speculative risk. The Holder is able to fend for itself in the transactions contemplated by this Agreement, can bear the economic risk of its investment (including possible complete loss of such investment) for an indefinite period of time and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the New Warrants. The Holder represents that it has not been organized for the purpose of acquiring the New Warrants to be acquired hereunder. The Holder understands that the shares of Common Stock underlying the New Warrants (the “Warrant Shares”) have not been registered under the Securities owned Act, or under the securities laws of any jurisdiction, by reason of reliance upon certain exemptions, and that the reliance on such exemptions is predicated, in part, upon the accuracy of the Holder’s representations and warranties in this Section 4. The Holder is familiar with Regulation D promulgated under the Securities Act and represents that it is an “accredited investor” as defined in Rule 501(a) of such Regulation D. (g) The Holder understands that the Warrant Shares to be acquired upon exercise of the New Warrants are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances and in accordance with the terms and conditions set forth in the legend described in Section 4(h) below. The Holder represents that it is familiar with SEC Rule 144, as presently in effect, and understands the Merger Sub will obtain good resale limitations imposed thereby 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 SubSecurities Act. (h) The Holder understands that each of the certificates evidencing the Warrant Shares to be acquired hereunder may bear the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THIS COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THIS COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” (i) Neither the Holder nor anyone acting on the Holder’s behalf has paid or given any person a commission or other remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. (j) The Holder acknowledges that the issuance of the New Warrants (including the Warrant Shares issuable upon conversion thereof) is intended to be exempt from registration by virtue of Section 3(a)(9) of ​ the Securities Act of 1933, as amended (the “Securities Act”). The Holder has not taken any action that would cause such exemption not to be available.

Representations and Warranties of Holder. The Holder represents and ---------------------------------------- warrants to Parent and the Merger Sub Company as follows: (ia) Holder is the record or beneficial owner of 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 by Holder or in which Holder has any interest or which Holder has the right all requisite capacity and authority to vote, as the case may be, enter into and (iii) Holder does not have any option or other right to acquire any other Equity Securities;perform its/his obligations under this Agreement. (b) This Agreement has been duly executed and delivered by the Holder has and constitutes the right, power and authority to execute and deliver this Agreement and to perform 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 result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and legally binding agreement on obligation of the part of Holder, Holder enforceable against the Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights and to general principles of equity;equity principles. (c) The execution and delivery of this Agreement by 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, violate or conflict with, or constitute a default under, any Shares included agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the Holder is a party or by which the Holder is bound, or, to the Holder’s knowledge, any statute, rule or regulation to which the Holder is subject or, in the Optioned Securities owned by event that the Holder have been validly issued and are fully paid and nonassessable (except as otherwise provided by Wisconsin law) and holds any shares of Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price thereforShares indirectly through a corporation, will partnership, trust or other entity, any charter, bylaw or other organizational document of such entity; in each case, such that the Holder would not be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law);able to fulfill his or her obligations pursuant to this Agreement. (d) The Holder is the Optioned Securities owned by Holder are nowrecord or beneficial owner of, or is the trustee that is the record holder of, and at whose beneficiaries are the beneficial owners of, and has good title to all times during of the term of this Agreement will beShares and options set forth on Exhibit A hereto, held by Holder and the Shares and options are so owned free and clear of all adverse claims, any liens, encumbrances and 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 made thereby pursuant to the terms hereof. The Holder has the right to vote the Shares, and none of the Optioned Securities or Voting Securities are Shares is subject to any voting trust or other agreement agreement, arrangement or arrangement (except as created by this Agreement) restriction with respect to the voting or disposition of the Optioned Securities or Voting Securities; and there are no outstanding optionsShares, warrants or rights to purchase or acquire, or agreements (except for as contemplated by 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 to Parent and the Merger Sub as followsthat: (ia) Holder is and/or certain of its controlled affiliates beneficially own the record or beneficial owner of 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 by Holder or in which Holder has any interest or which Holder has the 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;Holder’s Shares. (b) If Holder is a natural person, he or she has all the right, 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 perform its obligations hereunder; consummate the execution, delivery transactions contemplated hereby. This Agreement has been duly executed and performance of this Agreement delivered by Holder will not require the consent of any and, assuming due authorization and execution by each other person and will not constitute a violation ofparty hereto, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement 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 or other and similar laws relating affecting creditors’ rights generally and subject, as to creditors' rights and enforceability, to general principles of equity;. (c) any Shares included in the Optioned Securities owned The execution and delivery of this Agreement by Holder have been validly issued does not, and are fully paid and nonassessable the performance by Holder of its obligations hereunder will not, (except as otherwise provided by Wisconsin lawi) and any shares of Company Common Stock issuable upon exercise, exchange conflict with or conversion of any other Equity Securities, when issued and upon payment result in a violation of the exercise price therefororganizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, will be validly issuedor (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), fully paid and nonassessable (except as otherwise provided in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Wisconsin law);Holder of its obligations under this Agreement. (d) As of the Optioned Securities owned 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 are nowor, to the knowledge of Holder, threatened against Holder and at all times during (ii) Holder is not a party to or subject to the term 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 will beor would reasonably be expected to prevent or materially delay, held impair or adversely affect the performance by Holder free and clear of 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 its obligations under 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. As of March 31, 1998 (the "Closing Date"), the Holder represents and ---------------------------------------- warrants to Parent and the Merger Sub as follows: (i) a. The Holder is the record owner, subject to paragraph C below, of and has not assigned, transferred, sold, pledged, optioned, endorsed or beneficial owner 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 any kind or nature to acquire common stock or any other class of stock of the Optioned SecuritiesCompany. 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 has the right any person related to vote the Voting Securities, listed on Schedule 1, (ii) any such Optioned Securities individual by blood or Voting Securities are the only Equity Securities owned of record marriage or beneficially by Holder or in which otherwise. b. The Holder has any interest or which Holder has the 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) Holder has the right, all requisite legal power and authority to execute and deliver enter into this Agreement. This Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement has been duly authorized by Holder will not require the consent of any other person and will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement all necessary action on the part of the Holder, has been duly executed and delivered by an authorized officer or representative of the Holder, and is a legal, valid and binding obligation of the undersigned enforceable in accordance with its terms, subject to applicable bankruptcyregardless of whether such enforceability is considered in a proceeding in law or in equity. c. The Holder has reviewed the Investment Representation Letter attached hereto as Exhibit "C". 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. 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, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (c) any Shares included in the 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 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 Company Common Stock issuable upon exerciseNew Generation's Amended Bond plus accrued, exchange or conversion of any other Equity Securitiesunpaid interest, when issued and upon payment plus the Amended Warrants on such portion of the exercise price thereforbond. Also, will be validly issuedFundamental Investors, fully paid L.P. ("Fundamental") has entered into a "Put Option Agreement" with Xx. Xxxxx pursuant to which, immediately subsequent to the Closing hereof, Fundamental has the right to sell Xx. Xxxxx an agreed upon percentage of Fundamental's Amended Bond and nonassessable (except as otherwise provided the accrued unpaid interest thereon. Fundamental has also agreed to sell all Amended Warrants received by Wisconsin law); (d) the Optioned Securities owned by Holder are now, and at all times during the term it on such bond to Xx. Xxxxx. Execution of this Agreement will be, held by Holder free and clear of all adverse claims, liens, encumbrances and security interests, and none shall be deemed execution 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)Investment Representation Letter.

Representations and Warranties of Holder. Holder hereby represents and ---------------------------------------- warrants to Parent the Purchaser and the Merger Sub as follows: Company that: (i) Holder is the record or beneficial owner of the Optioned SecuritiesShares 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 the right and will have sole power to vote the Voting Securities, listed on Schedule 1, or cause to be voted such Shares; (ii) such Optioned Securities or Voting Securities are as of the only Equity Securities owned date hereof, Holder does not own of record or beneficially by Holder or in 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 has any interest or which Holder has the right to vote, as the case may be, and currently disclaims beneficial ownership in accordance with applicable Law); (iii) Holder does not have any option or other right to acquire any other Equity Securities; (b) Holder has the rightlegal capacity, power and authority to execute enter into and deliver perform all of Holder’s obligations under this Agreement; (iv) this Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in accordance with its terms, subject to perform its obligations hereunder(x) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (y) rules of law governing specific performance, injunctive relief and other equitable remedies; and (v) none of the execution, execution and delivery and performance of this Agreement by Holder will not require Holder, the consent performance of any other person and will not constitute its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (A) result in, or give rise to, a violation of, conflict with or result in breach of or a default under (i) any contract, understanding of the terms of any Contract or arrangement obligation to which Holder is a party or by which Holder is or any of the Shares may be bound, (ii) any judgment, decree or order applicable to Holder, or (iiiB) violate any lawapplicable Law or Order, rule or regulation except in each case of any governmental body applicable clauses (A) and (B) as would not reasonably be expected to impair Holder; and ’s ability to perform its obligations under this Agreement constitutes a valid and binding agreement on the part of Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (c) any Shares included in the 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 Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law); (d) the Optioned Securities owned by Holder are now, and at all times during the term of this Agreement will be, held by Holder free and clear of 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)material respect.

Representations and Warranties of Holder. The Holder hereby represents and ---------------------------------------- warrants to Parent and the Merger Sub as followsCompany that: (i) a. The Holder 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 record or current beneficial owner of the Optioned 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 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 right Company or the Repurchase other than the information set forth herein in connection with the Holder’s examination 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 vote the Voting Securitiesreliability of, listed on Schedule 1, any other information that others may provide to the Holder. e. The Holder 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 Optioned Securities or Voting Securities are the only Equity Securities owned of record or beneficially by information, “Holder or in which 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 interest liability to Holder, and Holder waives and releases any claims that he might have against the Company, whether under applicable securities laws or which 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 right possibility of such future value in order to voteobtain 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 corporation, limited partnership, limited liability company or other entity, as the case may be, duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation. h. The Holder acknowledges that (i) it is a sophisticated investor, (ii) the terms of the Repurchase have been mutually negotiated between the Holder and the Company and (iii) that the Holder does not have any option or other right was given a meaningful opportunity to acquire any other Equity Securities;negotiate the terms of the Repurchase. (b) i. The Holder has the rightwill, power and authority to upon request, execute and deliver this Agreement any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and to perform its obligations hereunder; transfer of the executionSecurities sold hereby. j. There is no investment banker, delivery and performance of this Agreement by Holder will not require the consent of any other person and will not constitute a violation ofbroker, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part of Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium finder or other similar laws relating to creditors' rights and general principles of equity; (c) any Shares included in the Optioned Securities owned by Holder have intermediary which has been validly issued and are fully paid and nonassessable (except as otherwise provided by Wisconsin law) and any shares of Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price thereforretained by, will be validly issuedretained by or is authorized to act on behalf of the Holder who might be entitled to any fee or commission from the Company or the Holder upon consummation of the transactions contemplated by this Repurchase Agreement. k. The Holder understands that the Company and others will rely upon the truth and accuracy of the foregoing representations, fully paid warranties and nonassessable (except as otherwise provided covenants and agrees that if any of the representations and warranties deemed to have been made by Wisconsin law); (d) it by its participation in the Optioned Securities owned transactions contemplated by this Repurchase Agreement are no longer accurate, the Holder are nowshall promptly notify the Company. The Holder understands that, unless the Holder notifies the Company in writing to the contrary before the Closing, each of the Holder’s representations and at all times during the term of warranties contained in this Repurchase Agreement will be, held by Holder free be deemed to have been reaffirmed and clear of all adverse claims, liens, encumbrances and security interests, and none confirmed as of the Optioned Securities Closing. l. The Holder acknowledges and agrees that the Company has not made any representation, warranty, covenant or Voting Securities are subject agreement, whether express or implied, of any kind or character to any voting trust or other agreement or arrangement (except as created by this Agreement) the Holder with respect to the voting or disposition subject matter of the Optioned Securities or Voting Securities; and there are no outstanding optionsthis Repurchase Agreement, warrants or rights to purchase or acquire, or agreements (except for as expressly set forth in this Repurchase 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 HOLDER, for himself or itself only, represents and ---------------------------------------- warrants to Parent and MAKER the Merger Sub as followsfollowing: (ia) Holder HOLDER, if an entity, is a company duly organized, validly existing and in good standing under the record or beneficial owner laws of 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 its jurisdiction of record or beneficially by Holder or in which Holder has any interest or which Holder has the right to vote, as the case may beformation, and (iii) Holder does not have any option or other right has all requisite corporate power and authority to acquire any other Equity Securitiesown, lease and operate its properties and to carry on its business as now being conducted; (b) Holder HOLDER has the right, full power and authority under its articles of formation, operating agreement and/or by-laws to execute and deliver this Agreement conduct its business as presently conducted and to perform its obligations hereunder; the execution, delivery and performance of under this Agreement. (c) This Agreement by Holder will not require the consent of any other person and will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid legal and binding agreement on the part obligation of HolderHOLDER, enforceable in accordance with its terms, subject to applicable except as limited by bankruptcy, insolvencyinsolvency reorganization, moratorium or other and similar laws and equitable principles relating to or limiting creditors' rights and general principles of equity; (c) any Shares included in the 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 Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law);generally. (d) the Optioned Securities owned by Holder are now, and at all times during the term of this Agreement will be, held by Holder HOLDER owns its Note free and clear of all adverse claimsmortgages, liens, encumbrances and pledges, security interests, charges, claims and none encumbrances of the Optioned Securities or Voting Securities are subject to any voting trust or other agreement or arrangement (except as nature whatsoever that have been created by this Agreement) with respect to the voting or disposition of the Optioned Securities or Voting Securities; and there are no outstanding optionsby, warrants or rights to purchase or acquirethrough, or agreements (except for this Agreement) relating tounder HOLDER, such Optioned Securities or Voting Securities; andbut not otherwise. (e) upon purchase Subject to any requisite consents to assignment or transfer pursuant to this Agreement, the execution of this Agreement and the consummation of the Optioned Securities owned by Holdertransactions contemplated hereby will not result in a breach of, constitute default under, or result in a violation of the Merger Sub will obtain good 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 marketable title 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) an "accredited investor" (as defined in Rule 501(a) of the Act) or (ii) alone, or together with a "purchaser representative" (as defined in Rule 501(h) promulgated pursuant to the Act), has knowledge, experience and skill in business and financial matters and with respect to investments in securities so as to enable it to understand and evaluate the merits and risks of the acquisition of the Conversion Shares of common stock and to form an investment decision with respect to such Optioned Securities, free investment. HOLDER agrees that each certificate representing shares of Conversion Shares issued pursuant to this Agreement will contain the restrictive legend set forth in Section 5(b)(ii) hereof and clear acknowledge that stop transfer instructions will be given to MAKER’s transfer agent for the shares of all adverse claims, liens, encumbrances and security interests (except any created by the Merger Sub)MAKER.

Representations and Warranties of Holder. The Holder hereby represents and ---------------------------------------- warrants to Parent and the Merger Sub Issuer as follows: (i) a. The Holder is a Indiana corporation duly organized, validly existing and in good standing under the record or beneficial owner laws of the Optioned Securities, or has jurisdiction set forth in the right preamble 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 by Holder or in which this Agreement. b. The Holder has any interest or which Holder has the 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) Holder has the right, all necessary power and authority to execute enter into and deliver carry out this Agreement. This Agreement and to perform its obligations hereunder; is 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 result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on obligation of the part of Holder, enforceable in accordance with its terms, subject to applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws and principles now or hereafter in effect relating to or affecting the enforcement of creditors' rights in general and by general principles of equity; (c) any Shares included in equity and except that the 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 Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment enforcement of the exercise price thereforindemnity provisions of Paragraph 5 may be limited by federal or state securities laws, will be validly issuedother laws or the public policy underlying any of such laws. c. Neither the execution, fully paid delivery and nonassessable (except as otherwise provided performance by Wisconsin law); (d) the Optioned Securities owned by Holder are now, and at all times during the term of this Agreement will benor the consummation of the transactions contemplated hereby, held will: (i) violate any provision of any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority to which the Holder or any of its properties or assets is subject, which violation could have, singly or in the aggregate, a material adverse effect on the Holder or its ability to perform its obligations under this Agreement; or (ii) violate, breach, constitute a default under, permit the termination or acceleration of, or result in the creation of any Lien upon any material property of the Holder under any agreement, instrument or obligation to which the Holder is a party or by which the Holder free and clear or any of all its properties or assets is bound, which violation, breach, default, termination, acceleration or Lien could have, singly or in the aggregate, a material adverse claims, liens, encumbrances and security interestseffect on the Holder its ability to perform its obligations under this Agreement. d. No notice to or filing with, and none no authorization, consent or approval of, any domestic or foreign court or any public or governmental body or authority is necessary for the consummation by the Holder of the Optioned Securities transactions contemplated by this Agreement or Voting Securities are subject the receipt of the Exchange Shares except: (i) as may be required under the 1933 Act, the securities or Blue Sky laws of any jurisdiction or the corporate laws of the State of Nevada; (ii) notices or filings of which the failure to any voting trust give or other agreement make, or arrangement authorizations, consents and approvals of which the failure to obtain, is based on information given to the Holder by Issuer with respect to Issuer or Issuer's business, operations or ownership; and (except as created iii) notices or filings of which the failure to give or make, and authorizations, consents and approvals of which the failure to obtain, would not individually or in the aggregate, have a material adverse effect on the Holder or adversely affect Holder's ability to consummate the transactions contemplated by this Agreement) with respect . e. The Holder has such knowledge and experience in financial and business matters and in making investments of this type that it is capable of evaluating the merits and risks of acquiring the Exchange Shares. f. The Holder has been furnished access to Issuer's business records relating to the voting or disposition Exchange Shares, and such additional information and documents as the Holder has requested, and has been afforded an opportunity to ask questions of and receive answers from representatives of Issuer concerning the terms and conditions of this Agreement and the acquisition 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 AgreementExchange Shares. g. The Holder is an "accredited investor," as such term is defined in Rule 501(a) 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 promulgated by the Merger Sub)Securities and Exchange Commission under the 1933 Act.

Representations and Warranties of Holder. Holder hereby represents and ---------------------------------------- warrants to Parent and the Merger Sub as followsthat: (ia) Holder is the record or beneficial owner None of the Optioned SecuritiesOptions have been exercised on or prior to the date hereof. Other than pursuant to the Award, Holder has no right, title or interest in any other securities convertible into or exchangeable or exercisable for any shares of the Company’s 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 has consented to any transfer of, any or all of the right to vote the Voting Securities, listed on Schedule 1, (ii) such Optioned Securities Award or Voting Securities are the only Equity Securities owned of record or beneficially by Holder or in which Holder has any interest therein, or which Holder has entered into any arrangement with respect to the right transfer of the Award to vote, as any person or entity other than the case may be, and (iii) Holder does not have any option or other right to acquire any other Equity SecuritiesCompany; (b) Holder This Agreement has the right, power been duly executed and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement delivered by Holder will not require the consent of any other person and will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a legal, valid and binding agreement on the part obligation of Holder, enforceable in accordance with its terms, subject . Holder has full power and authority and legal capacity to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights execute and general principles of equitydeliver this Agreement; (c) any Shares included Holder has carefully reviewed this Agreement, the Merger Agreement and 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 Optioned Securities owned by Merger Agreement and intends for the terms of this Agreement to be binding on and enforceable against Holder have been validly issued and are fully paid and nonassessable (except as otherwise provided by Wisconsin law) and any shares of Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law);has entered into this Agreement voluntarily; and (d) The Company has the Optioned Securities owned by Holder are nowright to deduct from the amounts otherwise payable hereunder, any and at all times during the term of this Agreement will be, held by Holder free and clear amounts in respect of all adverse claimstaxes which may be required to be deducted or withheld under any provision of applicable law; provided, lienshowever, encumbrances and security interests, and none of that the Optioned Securities or Voting Securities are subject Company is not obligated to guarantee any voting trust or other agreement or arrangement (except as created by this Agreement) particular tax result for Holder with respect to the voting or disposition of the Optioned Securities or Voting Securities; any payment provided to Holder hereunder, and there are no outstanding options, warrants or rights Holder shall be solely responsible for any taxes imposed on Holder with respect to purchase or acquire, or agreements (except for this Agreement) relating to, any 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)payment.

Representations and Warranties of Holder. The Holder represents and ---------------------------------------- warrants to Parent and the Merger Sub Company as follows: (ia) Holder is the record or beneficial owner of 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 by Holder or in which Holder has any interest or which Holder has the right all requisite capacity and authority to vote, as the case may be, enter into and (iii) Holder does not have any option or other right to acquire any other Equity Securities;perform its/his obligations under this Agreement. (b) This Agreement has been duly executed and delivered by the Holder has and constitutes the right, power and authority to execute and deliver this Agreement and to perform 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 result in a default under (i) any contract, understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and legally binding agreement on obligation of the part of Holder, Holder enforceable against the Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights and to general principles of equity;equity principles. (c) The execution and delivery of this Agreement by the Holder does not, and the performance by the Holder of his or her obligations hereunder and the consummation by the Holder of the transactions contemplated hereby will not, violate or conflict with, or constitute a default under, any Shares included agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the Holder is a party or by which the Holder is bound, or, to the Holder’s knowledge, any statute, rule or regulation to which the Holder is subject or, in the Optioned Securities owned by event that the Holder have been validly issued and are fully paid and nonassessable (except as otherwise provided by Wisconsin law) and holds any shares of Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price thereforShares indirectly through a corporation, will partnership, trust or other entity, any charter, bylaw or other organizational document of such entity; in each case, such that the Holder would not be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law);able to fulfill his or her obligations pursuant to this Agreement. (d) The Holder is the Optioned Securities owned by Holder are nowrecord or beneficial owner of, or is the trustee that is the record holder of, and at whose beneficiaries are the beneficial owners of, and has good title to all times during of the term of this Agreement will beShares and options set forth on Exhibit A hereto, held by Holder and the Shares and options are so owned free and clear of all adverse claims, any liens, encumbrances and 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 made thereby pursuant to the terms hereof. The Holder has the right to vote the Shares, and none of the Optioned Securities or Voting Securities are Shares is subject to any voting trust or other agreement agreement, arrangement or arrangement (except as created by this Agreement) restriction with respect to the voting or disposition of the Optioned Securities or Voting Securities; and there are no outstanding optionsShares, warrants or rights to purchase or acquire, or agreements (except for as contemplated by 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).