Common use of REPRESENTATIONS AND WARRANTIES OF PURCHASERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser hereby represents and warrants to the Company (as to itself) that: (a) Such Purchaser has been duly incorporated or organized, as applicable, and is validly existing and in good standing under the Laws of the jurisdiction of its formation. Such Purchaser has all requisite corporate or other power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement or the consummation by such Purchaser of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Purchaser and, assuming due authorization, execution and delivery hereof by the Company, such agreement constitutes a legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Such Purchaser’s compliance with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreement. (c) None of the information supplied in writing by such Purchaser or any of its Affiliates for inclusion in the Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Purchaser (i) is an “accredited investor” within the meaning of the Securities Act, (ii) understands that the offer and sale of its portion of the Purchased Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements under the Securities Act and that any transaction advice of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereof, (iii) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in its portion of the Purchased Shares, (iv) is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view to the public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its portion of the Purchased Shares and (B) a total loss in respect of such investment. (e) Such Purchaser will have on the Closing Date sufficient funds to purchase its portion of the Purchased Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each As an inducement to FDC to enter into this Agreement and the Registration Rights Agreement, each Purchaser hereby severally, and not jointly, represents and warrants to the Company (as to itself) FDC that: (a) Such Each Purchaser has been that is a corporation or other business entity is duly incorporated or organized, as applicable, and is validly existing and in good standing under the Laws laws of the jurisdiction applicable jurisdictions of its formation. Such incorporation, and such corporations as business entities are qualified to transaction business as foreign corporations in all other jurisdictions in which the character of Purchasers' businesses requires the Purchasers to be so qualified; such corporations or business entities have all of the power necessary to engage in the businesses in which they are presently engaged; and each such corporation or business entity is an accredited investor as described in Rule 501(a) adopted under the 0000 Xxx. (b) Each Purchaser warrants and represents that the Purchaser is and was not organized or reorganized for the specific purpose of acquiring the Shares and that the individual executing this Agreement has all requisite corporate or other the power and authority to execute and deliver this AgreementAgreement on behalf of such partnership, and to perform its obligations hereunder and to consummate joint venture, corporation or trust. Furthermore, in the transactions contemplated hereby. The event a Purchaser is one of the foregoing entities, such Purchaser represents that all of the equity owners are accredited investors as defined in (a) above or, if not, such Purchaser otherwise qualifies as an accredited investor with total assets in excess of $5 million. (c) Neither the execution and delivery by of this Agreement nor the consummation of the transactions herein contemplated, will conflict with or result in the breach of, or accelerate the performance required by, any terms of any agreement, or result in the creation of any lien, charge or encumbrance upon any of the properties or assets of the Purchasers under the terms of any such Purchaser of agreement. (d) The Purchasers have all requisite power and authority to execute, deliver and perform this Agreement and the consummation by such Purchaser Registration Rights Agreement, and have all requisite power and authority to purchase and own the Shares. All necessary corporate proceedings of the transactions contemplated hereby Purchasers have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary taken to authorize the execution, delivery and performance by such Purchaser the Purchasers of this Agreement or and the consummation by such Purchaser of the transactions contemplated herebyRegistration Rights Agreement. This Agreement has been duly authorized, executed and delivered by such Purchaser andthe Purchasers, assuming due authorization, execution and delivery hereof by is enforceable as to the Company, such agreement constitutes a legal, valid and binding obligation of such Purchaser, enforceable Purchasers in accordance with its terms. No consent, subjectauthorization, as to enforcementapproval, to bankruptcyorder, insolvencylicense, reorganization and certificate or permit of or from, or declaration or filing with, any United States federal, state, local or other Laws governmental authority or any court or other tribunal is required by the Purchasers for the execution, delivery or performance by the Purchasers of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Such Purchaser’s compliance with all of the provisions of either this Agreement and or the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, Registration Rights Agreement other than (i) filings described in Section 2.3(b), (ii) filings that may be required with bank regulatory agencies, and (iii) filings that may need to be made with the small business administration. No consent of any indentureparty to any contract, mortgageagreement, deed of trustinstrument, loan agreement lease, license, arrangement or other agreement or instrument understanding to which it or any of its subsidiaries is the Purchasers are a party or by which it or any of its subsidiaries is bound party, or to which any of its or its subsidiaries’ property their properties or assets is are subject, (ii) any provisions is required for the execution, delivery or performance of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under either this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Registration Rights Agreement. (ce) None of The Purchasers are acquiring the information supplied in writing by such Purchaser or any of its Affiliates for inclusion in the Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Purchaser (i) is an “accredited investor” within the meaning of the Securities Act, (ii) understands that the offer and sale of its portion of the Purchased Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements under the Securities Act and that any transaction advice of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereof, (iii) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in its portion of the Purchased Shares, (iv) is acquiring its portion of the Purchased Shares upon payment for its own accountand delivery thereof, for investment and not with a view to the distribution or public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) understands that its portion within the meaning of the Purchased Shares will 1933 Act. The Purchasers further agree that FDC may cause to be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its portion of the Purchased Shares and (B) a total loss in respect of such investment. (e) Such Purchaser will have set forth on the Closing Date sufficient funds certificates for the Shares, to purchase its portion of be delivered to the Purchased SharesPurchasers hereunder, a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT OR IF, IN THE OPINION OF COUNSEL TO THE SELLER AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser Purchaser, severally and not jointly, hereby represents and warrants to the Company (as to itself) that: (a) 4.1 Such Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. 4.2 The Shares are being acquired by such Purchaser for its own account, only for investment purposes and not with a view to, or for resale in connection with, any public distribution or public offering thereof within the meaning of the Securities Act. 4.3 Such purchaser, to the extent applicable, has been duly incorporated organized or organized, as applicable, formed and is validly existing and in good standing under the Laws laws of the its jurisdiction of its formation. Such Purchaser organization or formation and has all requisite corporate or other necessary power and authority to execute and deliver enter into this Agreement, and to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution and delivery . 4.4 All action necessary to be taken by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by such Purchaser of this Agreement or the consummation by such Purchaser of in connection with the transactions contemplated herebyhereby and thereby has been duly and validly taken. This Agreement has been duly executed and delivered by such Purchaser andPurchaser. This Agreement constitutes the valid, assuming due authorization, execution binding and delivery hereof by the Company, such agreement constitutes a legal, valid and binding enforceable obligation of such Purchaser, enforceable in accordance with its terms, subject, except as to enforcement, to enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other Laws of general applicability relating to reorganization, moratorium or similar laws affecting creditors’ rights generally and to by general equity principles. (b) Such Purchaser’s compliance with all principles of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation equity. The purchase by such Purchaser of the transactions contemplated by this Agreement. (c) None Shares does not conflict with the organizational documents of the information supplied in writing by such Purchaser or with any material contract under which such Purchaser or its property is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to such Purchaser or its Affiliates for inclusion in property. 4.5 Such Purchaser understands and acknowledges that the Proxy Statement will at the time offering of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Purchaser (i) is an “accredited investor” within the meaning of the Securities Act, (ii) understands that the offer and sale of its portion of the Purchased Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of the Shares is intended to be exempt from registration under the prospectus delivery Securities Act pursuant to Section 4(a)(2) thereof and exempt from registration requirements pursuant to applicable state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations and warranties set forth in this Agreement. Such Purchaser understands and acknowledges that the Shares will be characterized as “restricted securities” under the Securities Act and that any transaction advice of a Restricted Book Position such laws and may not be sold unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. 4.6 Such Purchaser (and the related records of Computersharea) will bear the legend set forth in Section 4.1 hereof, (iii) has sufficient knowledge and experience is sufficiently experienced in financial and business matters so as to be capable of evaluating the merits and risks involved in purchasing the Shares and to make an informed decision relating thereto, (b) has the ability to bear the economic risk of its such Purchaser’s prospective investment in its portion the Shares and (c) has not been offered the Shares by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar medium; or broadcast over television or radio; or any seminar or meeting whose attendees have been invited by any such medium. 4.7 Such Purchaser has a substantive, pre-existing relationship with the Company. Such Purchaser (a) was not identified or contacted through the marketing of the Purchased Shares, IPO and (ivb) is acquiring its portion did not independently contact the Company as a result of the Purchased general solicitation by means of the Registration Statement. 4.8 Such Purchaser has not incurred any liability for any finder’s fees or similar payments in connection with the transactions herein contemplated. 4.9 Such Purchaser will have available at the closing sufficient funds to acquire the Shares for its own accountto be purchased by such Purchaser pursuant to this Agreement. 4.10 Such Purchaser has delivered a completed and executed IRS Form W-9 or applicable IRS Form W-8 and will complete, for investment execute and not with a view deliver such additional documentation related to tax withholding or tax filings as the Company may request from time to time. Such Purchaser confirms that such IRS Form W-9 or applicable IRS Form W-8 is true, correct and complete in all respects. 4.11 The amounts to be paid by such Purchaser to the public for resale Company in respect of the Purchase Price are not, and will not be, directly, or distribution thereof in violation of any to such Purchaser’s knowledge indirectly, derived from activities that may contravene federal, state or foreign securities lawlaws and regulations, including anti money laundering and terrorist financing laws and regulations, and, to the best of such Purchaser’s knowledge, neither (va) understands that its portion such Purchaser, nor (b) any person or entity for which such Purchaser is acting as agent or nominee in connection with this Agreement is located in a country or territory, or is an individual or entity named on any list administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), nor is any such person or entity prohibited (nor will they be prohibited) from investing in the Company under any OFAC administered sanctions or embargo programs. The Company reserves the right to request such information as is necessary to verify the identity of such Purchaser or any individual or entity having signatory or other similar authority over such Purchaser with respect to this Agreement and the transactions contemplated hereby, and may seek to verify such identity and the source of funds for the Purchase Price. 4.12 Concurrently with entering into this Agreement, such Purchaser will enter into a customary 180-day underwriters’ lock-up agreement with respect to the Shares consistent with the form of lock-up agreement affiliates of the Purchased Shares will be offered and sold Company are required to enter into in a transaction exempt from connection with the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its portion of the Purchased Shares and (B) a total loss in respect of such investmentIPO. (e) Such Purchaser will have on the Closing Date sufficient funds to purchase its portion of the Purchased Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser Purchasers hereby represents represent and warrants warrant to the Company (Sellers as to itself) thatfollows: (a) Such Purchaser has been Each Purchasers is duly incorporated or organized, as applicable, and is validly existing and in good standing under the Laws laws of the jurisdiction of its formation. Such incorporation or organization. (b) Each Purchaser has all requisite corporate or other power and authority to execute and deliver enter into this Agreement, and to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution and delivery by such Purchaser of this Agreement by each Purchaser and the consummation by such each Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement or the consummation by such Purchaser of the transactions contemplated hereby. each Purchaser. (c) This Agreement has been duly executed and delivered by such each Purchaser and, and (assuming due authorization, execution and delivery hereof by the Company, such agreement constitutes that this Agreement is a legal, valid, and binding obligation of each other parties hereto) constitutes a valid and binding obligation of such each Purchaser, enforceable against each Purchaser in accordance with its terms, subject, except as enforceability may be subject to enforcement, to the effects of bankruptcy, insolvency, reorganization and reorganization, moratorium or other Laws of general applicability laws relating to or affecting creditors’ the rights and to of creditors or general equity principlesprinciples of equity. (bd) Such Purchaser’s compliance with all of the provisions The execution and delivery of this Agreement by each Purchaser and the consummation by each Purchaser of the transactions herein contemplated hereby will not (A) violate any provision of any existing law, statute, rule, regulation or ordinance applicable to any Purchaser or (B) conflict with or with, result in a any breach or violation of any of the terms or provisions of, or constitute a default underunder (1) the Certificate of Incorporation or By-laws of any Purchaser, (i2) any indentureorder, mortgagewrit, deed judgment, award or decree of trustany court, loan agreement governmental authority, bureau or other agreement or instrument agency to which it or any of its subsidiaries Purchaser is a party or by which it or any of its subsidiaries is Purchaser may be bound or (3) any contract or other agreement or undertaking to which any Purchaser is a party or by which any Purchaser may be bound. (e) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, is required by or with respect to any Purchaser in connection with the execution and delivery of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with by any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreement. (c) None of the information supplied in writing by such Purchaser or any of its Affiliates hereby except for inclusion in the Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Purchaser (i) is an “accredited investor” within such as have been obtained prior to the meaning of the Securities Act, date hereof and (ii) understands that consent of Fxxxxxxx Bxxxxxxx Xxxxxx & Co., Inc. to the offer and sale of its portion transfer of the Purchased Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements under the Securities Act and that any transaction advice of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereofcertain lock-up agreement dated March 31, (iii) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in its portion of the Purchased Shares, (iv) is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view to the public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its portion of the Purchased Shares and (B) a total loss in respect of such investment2006. (e) Such Purchaser will have on the Closing Date sufficient funds to purchase its portion of the Purchased Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser hereby Purchaser, severally and not jointly, represents and warrants to the Company (Sellers as follows as of the date hereof and as of the date of the settlement of the transaction pursuant to itself) thatSection 2 of this Agreement: (a) This Agreement constitutes a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, moratorium or similar laws or by legal or equitable principles related to or limiting creditors’ rights generally. (b) Such Purchaser has been duly incorporated or organized, as applicable, and is validly existing and in good standing under the Laws of the jurisdiction of its formation. Such Purchaser has all requisite corporate or other individual power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Purchaser of enter into this Agreement and the consummation by such Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary (including the approval of each member of the Company’s board of directors other than Xxxxxxxxxxx Xxxxxx, who abstained). (c) As of the date hereof, there is no suit, action investigation or proceeding pending or, to authorize the knowledge of such Purchaser, threatened against such Purchaser, that could materially impair the ability of such Purchaser to perform its obligations hereunder or to consummate the transactions contemplated hereby. (d) The execution, delivery and performance of this Agreement by such Purchaser and the consummation of the transactions contemplated hereby will not result in a breach or violation by such Purchaser of, or constitute a default by such Purchaser under, any judgment, decree, order, governmental permit, license, agreement, indenture, instrument, statute, rule or regulation to which it is a party or by which it is bound, other than any breach, violation or default that would not materially impair the ability of the such Purchaser to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, and no authorization, approval or consent, except such as have been obtained, is required in connection with the execution, delivery and performance by such Purchaser of this Agreement or the consummation by such Purchaser of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Purchaser and, assuming due authorization, execution and delivery hereof by the Company, such agreement constitutes a legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Such Purchaser’s compliance with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreement. (c) None of the information supplied in writing by such Purchaser or any of its Affiliates for inclusion in the Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Purchaser (i) is an “accredited investor” within the meaning of the Securities Act, (ii) understands that the offer and sale of its portion of the Purchased Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements under the Securities Act and that any transaction advice of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereof, (iii) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in its portion of the Purchased Shares, (iv) is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view to the public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its portion of the Purchased Shares and (B) a total loss in respect of such investment. (e) Such Purchaser will have on The Company has received advice from an independent, third-party valuation firm indicating that the Closing Date sufficient funds to purchase its portion of the Purchased Sharesprice per share in Section 1(b) represents fair value.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser Purchaser, severally and not jointly, hereby represents and warrants to the Company (as to itself) that: (a) 4.1 Such Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. 4.2 The Shares are being acquired by such Purchaser for its own account, only for investment purposes and not with a view to, or for resale in connection with, any public distribution or public offering thereof within the meaning of the Securities Act. 4.3 Such purchaser has been duly incorporated organized or organized, as applicable, formed and is validly existing and in good standing under the Laws laws of the its jurisdiction of its formation. Such Purchaser organization or formation and has all requisite corporate or other necessary power and authority to execute and deliver enter into this Agreement, and to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution and delivery . 4.4 All action necessary to be taken by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by such Purchaser of this Agreement or the consummation by such Purchaser of in connection with the transactions contemplated herebyhereby and thereby has been duly and validly taken. This Agreement has been duly executed and delivered by such Purchaser andPurchaser. This Agreement constitutes the valid, assuming due authorization, execution binding and delivery hereof by the Company, such agreement constitutes a legal, valid and binding enforceable obligation of such Purchaser, enforceable in accordance with its terms, subject, except as to enforcement, to enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other Laws of general applicability relating to reorganization, moratorium or similar laws affecting creditors’ rights generally and to by general equity principles. (b) Such Purchaser’s compliance with all principles of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation equity. The purchase by such Purchaser of the transactions contemplated by this Agreement. (c) None Shares does not conflict with the organizational documents of the information supplied in writing by such Purchaser or with any material contract under which such Purchaser or its property is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to such Purchaser or its Affiliates for inclusion in property. 4.5 Such Purchaser understands and acknowledges that the Proxy Statement will at the time offering of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Purchaser (i) is an “accredited investor” within the meaning of the Securities Act, (ii) understands that the offer and sale of its portion of the Purchased Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of the Shares is intended to be exempt from registration under the prospectus delivery Securities Act pursuant to Section 4(a)(2) thereof and exempt from registration requirements pursuant to applicable state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations and warranties set forth in this Agreement. Such Purchaser understands and acknowledges that the Shares will be characterized as “restricted securities” under the Securities Act and that any transaction advice of a Restricted Book Position such laws and may not be sold unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. 4.6 Such Purchaser (and the related records of Computersharea) will bear the legend set forth in Section 4.1 hereof, (iii) has sufficient knowledge and experience is sufficiently experienced in financial and business matters so as to be capable of evaluating the merits and risks involved in purchasing the Shares and to make an informed decision relating thereto, (b) has the ability to bear the economic risk of its such Purchaser’s prospective investment in its portion the Shares and (c) has not been offered the Shares by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar medium; or broadcast over television or radio; or any seminar or meeting whose attendees have been invited by any such medium. 4.7 Such Purchaser has a substantive, pre-existing relationship with the Company. Such Purchaser (a) was not identified or contacted through the marketing of the Purchased Shares, IPO and (ivb) is acquiring its portion did not independently contact the Company as a result of the Purchased general solicitation by means of the Registration Statement. 4.8 Such Purchaser has not incurred any liability for any finder’s fees or similar payments in connection with the transactions herein contemplated. 4.9 Such Purchaser will have available at the closing sufficient funds to acquire the Shares for its own accountto be purchased by such Purchaser pursuant to this Agreement. 4.10 Such Purchaser has delivered a completed and executed IRS Form W-9 and will complete, for investment execute and not with a view deliver such additional documentation related to tax withholding or tax filings as the Company may request from time to time. Such Purchaser confirms that such IRS Form W-9 is true, correct and complete in all respects. 4.11 The amounts to be paid by such Purchaser to the public for resale Company in respect of the Purchase Price are not, and will not be, directly, or distribution thereof in violation of any to such Purchaser’s knowledge indirectly, derived from activities that may contravene federal, state or foreign securities lawlaws and regulations, including anti money laundering and terrorist financing laws and regulations, and, to the best of such Purchaser’s knowledge, neither (va) understands that its portion such Purchaser, nor (b) any person or entity for which such Purchaser is acting as agent or nominee in connection with this Agreement is located in a country or territory, or is an individual or entity named on any list administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), nor is any such person or entity prohibited (nor will they be prohibited) from investing in the Company under any OFAC administered sanctions or embargo programs. The Company reserves the right to request such information as is necessary to verify the identity of such Purchaser or any individual or entity having signatory or other similar authority over such Purchaser with respect to this Agreement and the transactions contemplated hereby, and may seek to verify such identity and the source of funds for the Purchase Price. 4.12 Concurrently with entering into this Agreement, such Purchaser will enter into a customary 180-day underwriters’ lock-up agreement with respect to the Shares consistent with the form of lock-up agreement affiliates of the Purchased Shares will be offered and sold Company are required to enter into in a transaction exempt from connection with the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its portion of the Purchased Shares and (B) a total loss in respect of such investmentIPO. (e) Such Purchaser will have on the Closing Date sufficient funds to purchase its portion of the Purchased Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser hereby individually as to itself, and not jointly and severally, represents and warrants to the Company (as to itself) thatfollows: (a) Such Purchaser has been Purchaser, if not a natural person, is duly incorporated or organized, as applicable, and is validly existing and in good standing standing, under the Laws of the jurisdiction laws of its state of formation. Such Purchaser Purchaser, if not a natural person, has all requisite corporate or other full power and authority to execute enter into and deliver perform this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement or the consummation by its obligations hereunder, in each case if such Purchaser of the transactions contemplated hereby. is not a natural person, have been duly authorized and approved by all requisite company action. (b) This Agreement has been duly executed and delivered by such Purchaser and, assuming due authorization, execution or duly authorized representatives of such Purchaser and delivery hereof by constitutes the Company, such agreement constitutes a legal, valid and binding obligation of such Purchaser, Purchaser enforceable against such Purchaser in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (bc) Such Purchaser’s compliance with all No consent, authorization, order or approval of, or filing or registration with, any governmental commission, board or other regulatory body of the provisions United States or any state or political subdivision thereof is required for or in connection with the consummation by such Purchaser of the transaction contemplated hereby. (d) Neither the execution and delivery of this Agreement and by such Purchaser, nor the consummation by such Purchaser of the transactions herein transaction contemplated hereby, will not conflict with or result in a breach of any of the terms, conditions or provisions of its charter documents or operating agreement, or of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award. (e) Such Purchaser is not a party to any written or oral contract, agreement, indenture, debenture, note, commitment or other instrument under the terms of which performance by such Purchaser according to the terms of this Agreement will be a default or an event of acceleration, or grounds for termination, or whereby timely performance by such Purchaser according to the terms of this Agreement may be prohibited, prevented or delayed. (f) Such Purchaser has not dealt with any person or entity which is or may be entitled to a broker's commission, finder's fee, investment banker's fee or similar payment for arranging the transaction contemplated hereby or introducing the parties to each other. (g) Such Purchaser is acquiring the Securities (and upon exercise of the Securities, the Common Shares) for such Purchaser's own accounts and not with a present view to or for sale in connection with any distribution of all or any part of the Securities or the Common Shares. Such Purchaser understands that such parties can not, directly or indirectly, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of the Securities or the Common Shares or its or his interest in the Securities or the Common Shares (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of all or any part thereof) except (i) as provided in Section 3 hereof or (ii) in a manner that does not violate the registration or any other applicable provisions of the Securities Act (or any other applicable federal securities laws) or any applicable state securities laws; PROVIDED that in the case of a transfer under clause (ii) hereof, the transferee of the Securities or the Common Shares from such Purchaser must acknowledge and agree to abide by the provisions of this Section 2.2(g) and must present to the Company or its counsel (A) a written opinion in form and substance of legal counsel experienced in securities law matters satisfactory to the Company indicating that the proposed transfer will not be in violation of any of the terms or registration provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreement. (c) None of the information supplied in writing by such Purchaser or any of its Affiliates for inclusion in the Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Purchaser (i) is an “accredited investor” within the meaning of the Securities ActAct and the qualification provisions of applicable state securities laws or similar successor laws, and the rules and regulations promulgated thereunder, or (iiB) understands that evidence satisfactory to the offer and sale Company of its portion full compliance with the provisions of the Purchased Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements Rule 144 under the Securities Act or other available exemptions under the Securities Act. (h) Such Purchaser has been furnished with, and that any transaction advice hereby acknowledges receipt of, such information as it deems necessary to evaluate its or his investment in the Securities and understands the risks of, and other considerations relating to, ownership of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereof, (iii) Securities. Such Purchaser has sufficient extensive knowledge and experience in financial and business matters affairs so as to be that such Purchaser is capable of evaluating the merits and risks of its an investment in the Securities and has the capacity to protect its portion or his own interests in connection with purchase of the Purchased Shares, (iv) Securities. Such Purchaser's financial situation is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view such that it can afford to the public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing bear the economic risk of (A) holding the Securities for an indefinite period of time and can afford to suffer the complete loss of its investment in its portion of the Purchased Shares and (B) a total loss in respect of such investmentSecurities. (e) Such Purchaser will have on the Closing Date sufficient funds to purchase its portion of the Purchased Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser hereby -------------------------------------------- jointly and severally represents and warrants to the Company (Stockholder and the Company, as to itself) thatof the date hereof and as of the Closing Date, as follows: (a) Such Each Purchaser has been is a limited partnership duly incorporated or organized, as applicable, and is validly existing and in good standing under the Laws laws of the its jurisdiction of its formation. Such organization, and each Purchaser has all the requisite corporate or other power and authority to execute and deliver this Agreement, and to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution , and delivery by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby have been duly authorized by has taken all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement or the consummation by such Purchaser of the transactions contemplated hereby. Agreement. (b) This Agreement and the other Transaction Documents to which it is a party has been duly executed and delivered by such each Purchaser and, assuming the due authorization, execution and delivery hereof of this Agreement by the CompanyStockholder and of such other Transaction Documents by the other parties thereto, such agreement constitutes a legal, are the valid and binding obligation obligations of such each Purchaser, enforceable against each Purchaser in accordance with its their respective terms, subject, as except that (i) the enforceability hereof and thereof may be subject to enforcement, to applicable bankruptcy, insolvencyinsolvency or other similar laws, reorganization and other Laws of general applicability relating to now or hereinafter in effect, affecting creditors’ ' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to general equity principlesequitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (bc) Such Purchaser’s compliance with all of Neither the provisions execution and delivery of this Agreement and nor the consummation performance by each Purchaser of the transactions herein contemplated its obligations hereunder will not conflict Conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indentureits certificate of limited partnership, mortgage, deed of trust, loan partnership agreement or other agreement comparable instrument, (ii) any contract, commitment, agreement, understanding, arrangement or instrument restriction of any kind to which it or any of its subsidiaries such Purchaser is a party or by which it or any of its subsidiaries such Purchaser is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of the extent such Conflict would materially affect such Purchaser’s organizational documents 's ability to consummate the transactions contemplated under this Agreement or the Company Purchase Agreement or (iii) any statute judgment, writ, decree, order or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected ruling applicable to prevent or materially impair or delay the performance by such Purchaser of its obligations to the extent such Conflict would materially affect such Purchaser's ability to consummate the transactions contemplated under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Company Purchase Agreement. (c) None of the information supplied in writing by such Purchaser or any of its Affiliates for inclusion in the Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Neither the execution and delivery of this Agreement nor the performance by each Purchaser (i) is an “accredited investor” within the meaning of the Securities Act, (ii) understands that the offer and sale of its portion of obligations hereunder will violate any law, decree, statute, rule or regulation applicable to such Purchaser or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity (as such term is defined in the Purchased Shares Company Purchase Agreement) or public or judicial authority, other than any required notices or filings with the Federal Communications Commission or pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements under the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act and that any transaction advice of a Restricted Book Position (1976, as amended, and the related records of Computershare) will bear rules and regulations promulgated thereunder or the legend set forth in Section 4.1 hereof, (iii) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in its portion of the Purchased Shares, (iv) is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view to the public for resale or distribution thereof in violation of any federal, state or foreign federal securities law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its portion of the Purchased Shares and (B) a total loss in respect of such investmentlaws. (e) Such Purchaser will have on the Closing Date sufficient funds to purchase its portion of the Purchased Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser hereby individually as to itself, and not jointly and severally, represents and warrants to the Company (as to itself) thatfollows: (a) Such Purchaser has been Purchaser, if not a natural person, is duly incorporated or organized, as applicable, and is validly existing and in good standing standing, under the Laws of the jurisdiction laws of its state of formation. Such Purchaser Purchaser, if not a natural person, has all requisite corporate or other full power and authority to execute enter into and deliver perform this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement or the consummation by its obligations hereunder, in each case if such Purchaser of the transactions contemplated hereby. is not a natural person, have been duly authorized and approved by all requisite company action. (b) This Agreement has been duly executed and delivered by such Purchaser and, assuming due authorization, execution or duly authorized representatives of such Purchaser and delivery hereof by constitutes the Company, such agreement constitutes a legal, valid and binding obligation of such Purchaser, Purchaser enforceable against such Purchaser in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (bc) Such Purchaser’s compliance with all No consent, authorization, order or approval of, or filing or registration with, any governmental commission, board or other regulatory body of the provisions United States or any state or political subdivision thereof is required for or in connection with the consummation by such Purchaser of the transaction contemplated hereby. (d) Neither the execution and delivery of this Agreement and by such Purchaser, nor the consummation by such Purchaser of the transactions herein transaction contemplated hereby, will not conflict with or result in a breach of any of the terms, conditions or provisions of its charter documents or operating agreement, or of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award. (e) Such Purchaser is not a party to any written or oral contract, agreement, indenture, debenture, note, commitment or other instrument under the terms of which performance by such Purchaser according to the terms of this Agreement will be a default or an event of acceleration, or grounds for termination, or whereby timely performance by such Purchaser according to the terms of this Agreement may be prohibited, prevented or delayed. (f) Such Purchaser has not dealt with any person or entity which is or may be entitled to a broker's commission, finder's fee, investment banker's fee or similar payment for arranging the transaction contemplated hereby or introducing the parties to each other. (g) Such Purchaser is acquiring the Securities (and upon exercise of the Securities, the Common Shares) for such Purchaser's own accounts and not with a present view to or for sale in connection with any distribution of all or any part of the Securities or the Common Shares. Such Purchaser understands that such parties can not, directly or indirectly, transfer, offer, sell, pledge, hypothecate or otherwise dispose of all or any part of the Securities or the Common Shares or its or his interest in the Securities or the Common Shares (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of all or any part thereof) except (i) as provided in Section 3 hereof or (ii) in a manner that does not violate the registration or any other applicable provisions of the Securities Act (or any other applicable federal securities laws) or any applicable state securities laws; provided that in the case of a transfer under clause (ii) hereof, the transferee of the Securities or the Common Shares from such Purchaser must acknowledge and agree to abide by the provisions of this Section 2.2(g) and must present to the Company or its counsel (A) a written opinion in form and substance of legal counsel experienced in securities law matters satisfactory to the Company indicating that the proposed transfer will not be in violation of any of the terms or registration provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreement. (c) None of the information supplied in writing by such Purchaser or any of its Affiliates for inclusion in the Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Purchaser (i) is an “accredited investor” within the meaning of the Securities ActAct and the qualification provisions of applicable state securities laws or similar successor laws, and the rules and regulations promulgated thereunder, or (iiB) understands that evidence satisfactory to the offer and sale Company of its portion full compliance with the provisions of the Purchased Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements Rule 144 under the Securities Act or other available exemptions under the Securities Act. (h) Such Purchaser has been furnished with, and that any transaction advice hereby acknowledges receipt of, such information as it deems necessary to evaluate its or his investment in the Securities and understands the risks of, and other considerations relating to, ownership of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereof, (iii) Securities. Such Purchaser has sufficient extensive knowledge and experience in financial and business matters affairs so as to be that such Purchaser is capable of evaluating the merits and risks of its an investment in the Securities and has the capacity to protect its portion or his own interests in connection with purchase of the Purchased Shares, (iv) Securities. Such Purchaser's financial situation is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view such that it can afford to the public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing bear the economic risk of (A) holding the Securities for an indefinite period of time and can afford to suffer the complete loss of its investment in its portion of the Purchased Shares and (B) a total loss in respect of such investmentSecurities. (e) Such Purchaser will have on the Closing Date sufficient funds to purchase its portion of the Purchased Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser hereby represents and warrants as of the date of the Existing Agreement and as of the Closing Date to the Company (as to itself) thatfollows: (a) Such Purchaser has been is an entity duly incorporated or organized, as applicable, and is validly existing and in good standing under the Laws laws of the jurisdiction of its formation. Such Purchaser has all organization with the requisite corporate or other partnership power and authority to execute and deliver this Agreement, and to perform its obligations hereunder enter into and to consummate the transactions contemplated herebyby the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by such Purchaser and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or, if such Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of such Purchaser. Each Transaction Document to which it is a party has been (or, in the case of the Investor Rights Agreement, will be at the Closing) duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. (b) The execution, delivery and performance by such Purchaser of this Agreement and the Investor Rights Agreement and the consummation by such Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement or the consummation by such Purchaser thereby will not (i) result in a violation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Purchaser and, assuming due authorization, execution and delivery hereof by the Company, such agreement constitutes a legal, valid and binding obligation organizational documents of such Purchaser, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (bii) Such Purchaser’s compliance with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions ofwith, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, (i) or give to others any indenturerights of termination, mortgageamendment, deed of trustacceleration or cancellation of, loan agreement or other agreement any agreement, indenture or instrument to which it or any of its subsidiaries such Purchaser is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subjectparty, (ii) any provisions of such Purchaser’s organizational documents or (iii) result in a violation of any statute or any law, rule, regulation, order, rule judgment or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their propertiesdecree (including federal and state securities laws) applicable to such Purchaser, except, except in the case of clauses (iii) and (iii) above, for any such conflictconflicts, breachdefaults, violation rights or default that violations which would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay have a material adverse effect on the performance by ability of such Purchaser of to perform its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreementhereunder. (c) None Such Purchaser understands that the Acquired Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Acquired Shares as principal for its own account and not with a view to, or for distributing or reselling such Acquired Shares or any part thereof in violation of the information supplied in writing Securities Act or any applicable state securities laws, provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Acquired Shares for any minimum period of time and reserves the right, subject to the provisions of this Agreement and the Investor Rights Agreement, at all times to sell or otherwise dispose of all or any part of such Acquired Shares pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws. Such Purchaser is acquiring the Acquired Shares hereunder in the ordinary course of its Affiliates for inclusion in the Proxy Statement will at the time business. Such Purchaser does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the mailing Acquired Shares (or any securities which are derivatives thereof) to or through any Person; such Purchaser is not a registered broker-dealer under Section 15 of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof Exchange Act or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of an entity engaged in a material fact or omit to state any material fact required business that would require it to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingso registered as a broker-dealer. (d) Such At the time such Purchaser (i) is was offered the Acquired Shares, it was, and at the date hereof it is, an “accredited investor” within the meaning of as defined in Rule 501(a) under the Securities Act. (e) Such Purchaser is not purchasing the Acquired Shares as a result of any advertisement, article, notice or other communication regarding the Acquired Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. (iif) understands that the offer and sale of Such Purchaser, either alone or together with its portion of the Purchased Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements under the Securities Act and that any transaction advice of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereofrepresentatives, (iii) has sufficient knowledge such knowledge, sophistication and experience in business and financial and business matters so as to be capable of evaluating the merits and risks of its the prospective investment in its portion of the Purchased Acquired Shares, (iv) and has so evaluated the merits and risks of such investment. Such Purchaser is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view able to the public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing bear the economic risk of (A) an investment in its portion of the Purchased Acquired Shares and (B) and, at the current time, is able to afford a total complete loss in respect of such investment. (eg) Such Purchaser will have acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Acquired Shares and the merits and risks of investing in the Acquired Shares; (ii) access to information about the Company and the subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the Closing Date sufficient funds truth, accuracy and completeness of the Company’s representations and warranties contained in the Transaction Documents. (h) Other than with respect to the transactions contemplated herein, since the time that such Purchaser was first contacted by the Company or any other Person regarding the transactions contemplated hereby, neither the Purchaser nor any Trading Affiliate of such Purchaser has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any purchases or sales of the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). (i) No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or any Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Purchaser. (j) Such Purchaser has independently evaluated the merits of its decision to purchase its portion the Acquired Shares pursuant to the Transaction Documents. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Purchased Company to such Purchaser in connection with the purchase of the Acquired Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Acquired Shares. (k) Such Purchaser understands that the Acquired Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Acquired Shares. (l) Such Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Acquired Shares or the fairness or suitability of the investment in the Acquired Shares nor have such authorities passed upon or endorsed the merits of the offering of the Acquired Shares. (m) None of the Purchasers or their Trading Affiliates beneficially own any Common Stock or Equity Interests of the Company (other than pursuant to the Transaction Documents). (n) Such Purchaser’s offices in which its investment decision with respect to the Acquired Shares was made are located at the address set forth for notices to be delivered to such Purchaser in Section 6.3. The Company and each Purchaser acknowledge and agree that no party to this Agreement has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Article III and the Transaction Documents.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of each Closing Date to the Company as follows (unless as to itself) that:of a specific date therein): (a) Organization; Authority. Such Purchaser has been is either an individual or an entity duly incorporated or organizedformed, as applicable, and is validly existing and in good standing under the Laws laws of the jurisdiction of its formation. Such Purchaser has all requisite corporate incorporation or other formation with full right, corporate, partnership, limited liability company or similar power and authority to execute and deliver this Agreement, and to perform its obligations hereunder enter into and to consummate the transactions contemplated herebyby the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement or the consummation by such Purchaser of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Purchaser and, assuming due authorization, execution and delivery hereof by the Company, such agreement constitutes a legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Such Purchaser’s compliance with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument Transaction Documents to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreement. (c) None the Transaction Documents to which it is a party have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the information supplied in writing such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser or any in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its Affiliates for inclusion in the Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders of the Companyterms, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Purchaser except: (i) is an “accredited investor” within the meaning as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of the Securities Actgeneral application affecting enforcement of creditors’ rights generally, (ii) understands that as limited by laws relating to the offer availability of specific performance, injunctive relief or other equitable remedies and sale of its portion of the Purchased Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements under the Securities Act and that any transaction advice of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereof, (iii) has sufficient knowledge insofar as indemnification and experience in financial and business matters so as to contribution provisions may be capable of evaluating the merits and risks of its investment in its portion of the Purchased Shares, (iv) is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view to the public for resale or distribution thereof in violation of any federal, state or foreign securities limited by applicable law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its portion of the Purchased Shares and (B) a total loss in respect of such investment. (e) Such Purchaser will have on the Closing Date sufficient funds to purchase its portion of the Purchased Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser Purchaser, severally and not jointly, hereby represents and warrants to the Company (Company, as to itself) thatof the date hereof and as of each Closing Date, as follows: (a) Such If an entity, such Purchaser has been is a duly incorporated or organized, as applicable, and is validly existing and in good standing under the Laws laws of the its jurisdiction of its formation. organization. (b) Such Purchaser has all the requisite corporate or other power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunder under this. In the case of a Purchaser that is an entity, the execution, delivery and to consummate the transactions contemplated hereby. The execution and delivery performance of this Agreement by such Purchaser of this Agreement and the consummation by such Purchaser it of the transactions contemplated hereby (a) have been duly authorized by all necessary corporate or other action limited liability company action, and no other corporate (b) does not contravene the terms of the organizational or governing documents of such Purchaser. No further consent or authorization of such Purchaser, any board of directors or other proceedings on the part governing body, or of such Purchaser are necessary to authorize its shareholders or members, is required for the execution, delivery and or performance by such Purchaser of this Agreement or the consummation by such Purchaser of the transactions contemplated herebyPurchaser. This Agreement has been duly When executed and delivered by such Purchaser andPurchaser, assuming due authorization, execution and delivery hereof by this Agreement shall constitute the Company, such agreement constitutes a legal, valid and binding obligation of such Purchaser, Purchaser enforceable against such Purchaser in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other Laws equitable principles of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Such Purchaser’s compliance with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreementapplication. (c) None of Purchaser is, and on such date on which it exercises the information supplied exchange right provided in writing by such Purchaser or any of its Affiliates for inclusion in the Proxy Statement Section 2, will at the time of the mailing of the Proxy Statement to the stockholders of the Companybe, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Purchaser (i) is an “accredited investor” within the meaning of as defined in Rule 501(a) under the Securities Act, (ii) understands that the offer and sale of its portion of the Purchased Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements under the Securities Act and that any transaction advice of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereof, (iii) . Such Purchaser has sufficient knowledge and such experience in business and financial and business matters so as to be that it is capable of evaluating the merits and risks of its an investment in its portion the Common Stock. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Purchased SharesExchange Act and such Purchaser is not a broker-dealer. (d) Purchaser owns and holds, (iv) is acquiring its portion and on such date on which it exercises the exchange right provided in Section 2 it will own and hold, beneficially and of record, the Purchased Shares for its own accountentire right, for investment title, and not with a view interest in and to the public for resale or distribution thereof in violation Preferred Stock, free and clear of any federalclaim, state restriction or foreign securities law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified Lien other than restrictions on transfer under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its portion of the Purchased Shares and (B) a total loss in respect of such investmentlaws. (e) Such Purchaser acknowledges that it has carefully reviewed the SEC Reports, and other publicly available information furnished by the Company, and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of this Agreement and the Common Stock and the merits and risks of investing in the Common Stock; (ii) access to information about the Company and Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the information that has been furnished by the Company. (f) Purchaser understands that the Exchange Stock has not been registered under the Securities Act and must be held indefinitely unless registered under the Securities Act or an exemption from registration is available. Purchaser acknowledges that he or it is familiar with Rule 144, and that Purchaser has been advised that Rule 144 permits resales of unregistered securities only under certain circumstances, including that the securities be held for a minimum holding period, and that while “tacking” of the holding period of the Preferred Stock to the holding period of the Exchange Shares may be available, there is no assurance that such tacking will be available when Purchaser exercises the exchange right. Purchaser understands that to the extent that Rule 144 is not available, Purchaser will have be unable to sell any Exchange Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement. (g) Purchaser understands that the Exchange Shares will be issued in reliance on a transactional exemption from the Closing Date sufficient funds to purchase its portion registration requirements of federal and state securities laws and the Company is relying upon the truth and accuracy of the Purchased Sharesrepresentations, warranties, agreements, acknowledgments and understandings of Purchaser set forth herein in order to determine the applicability of such exemptions. (h) Purchaser has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser hereby Purchasers represents and warrants to the Company (Seller as to itself) thatfollows: (ai) Such Purchaser has been Purchasers are both corporations duly incorporated or organized, as applicable, and is validly existing and in good standing under the Laws laws of the jurisdiction Cayman Islands. (ii) Purchasers are not “affiliates,” as defined in Rule 405 under the Securities Act, of its formation. Such Purchaser has the Company. (iii) Purchasers have all requisite corporate or other power and authority to execute and deliver enter into this Agreement, and to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution and delivery by such Purchaser of this Agreement by Purchasers and the consummation by such Purchaser Purchasers of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement or the consummation by such Purchaser of the transactions contemplated hereby. Purchasers. (iv) This Agreement has been duly executed and delivered by such Purchaser and, assuming due authorization, execution Purchasers and delivery hereof by the Company, such agreement constitutes a legal, valid and binding obligation of such PurchaserPurchasers, enforceable in accordance with its terms, subject, terms except as enforceability may be subject to enforcement, to the effects of bankruptcy, insolvency, reorganization and reorganization, moratorium or other Laws of general applicability laws relating to or affecting creditors’ the rights and to of creditors or general equity principlesprinciples of equity. (bv) Such Purchaser’s compliance with all of the provisions The execution and delivery of this Agreement by Purchasers and the consummation by Purchasers of the transactions herein contemplated hereby will not (A) violate any provision of any existing law, statute, rule, regulation or ordinance applicable to Purchasers or (B) conflict with or with, result in a any breach or violation of any of the terms or provisions of, or constitute a default underunder (1) the Certificate of Incorporation or By-laws of Purchasers, (i2) any indentureorder, mortgagewrit, deed judgment, award or decree of trustany court, loan agreement governmental authority, bureau or other agreement or instrument agency to which it or any of its subsidiaries is Purchasers are a party or by which it or any of its subsidiaries is they may be bound or (3) any contract or other agreement or undertaking to which Purchasers are a party or by which Purchasers may be bound. (vi) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, is required by or with respect to Purchasers in connection with the execution and delivery of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under this Agreement or the consummation by Purchasers of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreement. (cvii) None Purchasers have made their own independent investigation of the information supplied in writing by such Purchaser or any of its Affiliates for inclusion in Company and the Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders business, operations and prospects of the Company, at and Purchasers are not relying on any representation or warranty of Seller with respect to the time of any amendments thereof Company or supplements thereto and at the time business, operations or prospects of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingCompany. (dviii) Such Purchaser (i) Purchasers understand that the Shares have not been registered under the U.S. Securities Act of 1933 or any applicable States securities law and cannot be sold unless subsequently registered under the Securities Act and any applicable State law or an exemption from such registration is an available. Purchasers are “accredited investorinvestors” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, (ii) understands that the offer and sale of its portion of the Purchased Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements under the Securities Act and that any transaction advice of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereof, (iii) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in its portion of the Purchased Shares, (iv) is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view to the public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its portion of the Purchased Shares and (B) a total loss in respect of such investment. (e) Such Purchaser will have on the Closing Date sufficient funds to purchase its portion of the Purchased Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser hereby Purchasers represents and warrants to the Company (Principal as to itself) thatfollows: (a) Such Purchaser Purchasers has been duly incorporated or organized, as applicable, and is validly existing and in good standing under the Laws of the jurisdiction of its formation. Such Purchaser has all requisite corporate or other full power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Purchaser of enter into this Agreement and the consummation by such Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement or the consummation by such Purchaser of carry out the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Purchaser and, assuming due authorization, execution and delivery hereof by the Company, such agreement constitutes a legal, valid and binding obligation of such Purchaser, Purchasers enforceable in accordance with its terms, subject, except as to enforcement, to (i) the enforceability hereof may be limited by bankruptcy, insolvency, reorganization insolvency or similar laws affecting the enforceability of creditor's rights generally and other Laws (ii) the availability of equitable remedies may be limited by equitable principles of general applicability relating to or affecting creditors’ rights and to general equity principlesapplicability. (b) Such Purchaser’s Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by any Purchasers with all any of the provisions hereof will: violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Purchasers under any of the terms, conditions or provisions of any material note, bond, indenture, mortgage, deed or trust, license, lease, agreement or other instrument or obligation to which he is a party or by which he or any of his properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults as do not have, in the aggregate, any material adverse effect; or violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Purchasers or any of its properties or assets, except for such violations which do not have, in the aggregate, any material adverse effect. (c) Purchasers is acquiring the Principal Shares for its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act. Purchasers agrees not to sell or otherwise transfer the Principal Shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available. Purchasers has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of acquiring the Principal Shares. (d) No permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or the consent of any third party is required in connection with the execution and delivery by Purchasers of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreement. (c) None of the information supplied in writing by such Purchaser or any of its Affiliates for inclusion in the Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Purchaser (i) is an “accredited investor” within the meaning of the Securities Act, (ii) understands that the offer and sale of its portion of the Purchased Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements under the Securities Act and that any transaction advice of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereof, (iii) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in its portion of the Purchased Shares, (iv) is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view to the public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its portion of the Purchased Shares and (B) a total loss in respect of such investment. (e) Such Purchaser will have on the Closing Date sufficient funds to purchase its portion of the Purchased Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each To induce the Company to enter into this Agreement and to consummate the transactions contemplated hereby, each Purchaser hereby severally represents and warrants to the Company (with respect to itself as to itself) that: (a) follows: Organization and Standing. Such Purchaser has been is an entity duly incorporated or organizedincorporated, as applicable, and is validly existing and in good standing under the Laws laws of the jurisdiction of its formationrespective organization, and such Purchaser has all requisite power and authority to carry on its business as it has been and is now being conducted and to own, lease and operate its properties. Authority and Binding Effect. Such Purchaser has all requisite corporate or other the full power and authority to execute execute, deliver and deliver perform this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby have (i) has been duly and validly authorized by all necessary corporate or other action and no other corporate or other proceedings member action, as the case may be, required on the 3 part of such Purchaser are necessary to authorize Purchaser, and (ii) does not contravene or violate either SSI's or SDI's charter (in the execution, delivery and performance by such Purchaser case of this Agreement Safeguard) or incuVest's Certificate of Formation or operating agreement (in the consummation by such Purchaser case of the transactions contemplated herebyincuVest). This Agreement has been duly and validly executed and delivered by such Purchaser and, and assuming due authorization, execution and delivery hereof by the Company, such agreement constitutes a the legal, valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, subject, except as to enforcement, to enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or similar laws affecting creditors’ rights ' right and to general equity principles. (b) remedies generally. Investment Intent. Such Purchaser’s compliance with all Purchaser acknowledges and understands that none of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreement. (c) None of the information supplied in writing by such Purchaser or any of its Affiliates for inclusion in the Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Purchaser (i) is an “accredited investor” within the meaning of the Securities Act, (ii) understands that the offer and sale of its portion of the Purchased Acquired Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements have been registered under the Securities Act and that of 1933 (the "Act") nor any transaction advice of a Restricted Book Position (and other securities or blue sky laws based upon the related records of Computershare) will bear the legend representations set forth in this Section 4.1 hereof4.3. Such Purchaser, to the extent acquiring any Acquired Shares hereunder, is doing so solely for its own account and not with a view to, or for resale in connection with, any distribution thereof, except pursuant to an effective registration statement under the Act or pursuant to and in compliance with an exemption from such registration afforded by the Act or the rules and regulations promulgated thereunder. Each such Purchaser is an "accredited investor" as that term is defined in Regulation D promulgated under the Act and (iiii) has sufficient knowledge such knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in its portion acquisition of the Purchased Shares, (iv) is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view to the public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its portion of the Purchased Acquired Shares and (Bii) a total loss is able to bear the economic risks and lack of liquidity in respect of such investmentholding the Safeguard Acquired Shares and the incuVest Acquired Shares, as applicable. (e) Such Purchaser will have on the Closing Date sufficient funds to purchase its portion of the Purchased Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser hereby represents makes the following representations, warranties and warrants covenants to Seller, each of which is true and correct as of the Company (as to itself) thatdate hereof and shall survive the Closing: (a) Such The Purchaser has been duly incorporated or organized, as applicable, and is validly existing and in good standing under the Laws of the jurisdiction of its formation. Such Purchaser has all requisite corporate or other full power and authority to execute and deliver this Agreement, enter into the Purchaser Transaction Documents and to perform its obligations hereunder and to consummate carry out the transactions contemplated herebythereby. The execution and delivery by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement or the consummation by such Purchaser of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Purchaser and, assuming due authorization, execution and delivery hereof by the Company, such agreement constitutes a legal, Transaction Documents constitute valid and binding obligation obligations of such Purchaser, the Purchaser enforceable against the Purchaser in accordance with its their respective terms, subject, except as to enforcement, to (i) the enforceability hereof may be limited by bankruptcy, insolvency, reorganization insolvency or similar laws affecting the enforceability of creditor’s rights generally and other Laws (ii) the availability of equitable remedies may be limited by equitable principles of general applicability relating to or affecting creditors’ rights and to general equity principlesapplicability. (b) Such Purchaser’s compliance with all Neither the execution and delivery of the provisions of this Agreement and Purchaser Transaction Documents, nor the consummation of the transactions herein contemplated thereby or compliance with the terms and conditions thereof by the Purchaser will not conflict with violate or result in a breach or violation of any term or provision of any agreement to which the terms Purchaser is bound or provisions ofis a party, or be in conflict with or constitute a default under, (i) or cause the acceleration of the maturity of any indenture, mortgage, deed obligation of trust, loan the Purchaser under any existing agreement or other agreement violate any order, writ, injunction, decree, statute, rule or instrument regulation applicable to which it the Purchaser or any of its subsidiaries is a party properties or by assets, the effect of which it or any of its subsidiaries is bound or would be to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such the Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreementhereunder. (c) None The Purchaser is acquiring its respective portion of the information supplied Seller Shares without a view to the resale thereof, unless same is either registered under the Securities Act of 1933, as amended (the “Securities Act”) or is sold exempt from registration thereunder. The Purchaser represents that it is purchasing its respective portion of the Seller Shares for its own account, with the intention of holding its respective portion of the Seller Shares, with no present intention of dividing or allowing others to participate in writing by such Purchaser this investment or any of reselling or otherwise participating, directly or indirectly, in a distribution of its Affiliates for inclusion in the Proxy Statement will at the time respective portion of the mailing of Seller Shares, and shall not make any sale, transfer, or pledge thereof without registration under the Proxy Statement to the stockholders of the Company, at the time Securities Act and any applicable securities laws of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances unless an exemption from registration is available under which they were made, not misleadingthose laws. (d) Such The Seller Shares delivered to Purchasers shall bear a restrictive legend indicating that they have not been registered under the Securities Act and are “restricted securities” as that term is defined in Rule 144 under the Securities Act. The Purchaser (i) represents that it has adequate means of providing for its current needs and has no need for liquidity in this investment in its respective portion of the Seller Shares. The Purchaser represents that it is an “accredited investor” within the meaning as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Purchaser has no reason to anticipate any material change in its financial condition for the foreseeable future. The Purchaser is financially able to bear the economic risk of this investment, (ii) understands that including the offer and sale of ability to hold its respective portion of the Purchased Seller Shares pursuant or to this Agreement is intended to be exempt from afford a complete loss of its investment in its respective portion of the prospectus delivery and registration requirements under the Securities Act and that any transaction advice of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereof, (iii) Seller Shares. The Purchaser has sufficient such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in its portion of the Purchased Shares, (iv) is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view to the public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its respective portion of the Purchased Shares Seller Shares. The Purchaser has had a full and (B) a total loss in respect fair opportunity to make inquiries about the terms and conditions of this Agreement, to discuss the same and all related matters with its own independent counsel and its own accountants and tax advisers. The Purchaser has been given the opportunity to ask questions of, and receive answers from Seller concerning the terms and conditions of this Agreement and to obtain such investmentadditional written information about YFI to the extent Seller possess such information or can acquire it without unreasonable effort or expense. Notwithstanding the foregoing, The Purchaser has had the opportunity to conduct its own independent investigation. (e) Such Except as may be required to comply with the terms of this Agreement, no permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority is required in connection with the execution and delivery by the Purchaser will have on of this Agreement and the Closing Date sufficient funds to purchase its portion consummation of the Purchased Sharestransactions contemplated hereby. (f) No representation or warranty by the Purchaser in the Purchaser Transaction Documents or any certificate or other document furnished or to be furnished to Seller by the Purchaser pursuant thereto contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser hereby Purchaser, severally but not jointly, represents and warrants to the Company (as to itself) thatfollows: (a) Such 5.1 Due Execution, Delivery and Performance of the Agreements. Each Purchaser has been duly incorporated or organizedfull legal right, as applicable, and is validly existing and in good standing under the Laws of the jurisdiction of its formation. Such Purchaser has all requisite corporate or other power and authority to execute and deliver enter into this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by such Purchaser. The execution execution, delivery and delivery performance of this Agreement by by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions herein contemplated hereby have been duly authorized by all necessary corporate will not violate result in the creation of any lien, charge, security interest or other action and no other corporate encumbrance upon any assets or other proceedings on the part property of such Purchaser are necessary pursuant to authorize the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which such Purchaser is a party or by which such Purchaser or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to such Purchaser or any of its properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance by such Purchaser of this Agreement or the consummation by such Purchaser of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Purchaser and, assuming due authorization, Assuming the valid execution and delivery hereof by the Company, such agreement constitutes a this Agreement will constitute the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, subject, except as to enforcement, to enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other Laws of general applicability relating to reorganization, moratorium or similar laws affecting creditors’ ' rights generally and except as enforceability may be subject to general principles of equity principles. (b) Such Purchaser’s compliance with all regardless of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result whether such enforceability is considered in a breach proceeding in equity or violation of any of at law) and except as the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions indemnification agreements of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the performance by such Purchaser of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreement. (c) None of the information supplied in writing by such Purchaser or any of its Affiliates for inclusion in the Proxy Statement will at the time of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Such Purchaser (i) is an “accredited investor” within the meaning of the Securities Act, (ii) understands that the offer and sale of its portion of the Purchased Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery and registration requirements under the Securities Act and that any transaction advice of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereof, (iii) has sufficient knowledge and experience in financial and business matters so as to 7.4 hereof may be capable of evaluating the merits and risks of its investment in its portion of the Purchased Shares, (iv) is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view to the public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) understands that its portion of the Purchased Shares will be offered and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities Laws or is exempt from such registration or qualification and (vi) is capable of bearing the economic risk of (A) an investment in its portion of the Purchased Shares and (B) a total loss in respect of such investmentlegally unenforceable. (e) Such Purchaser will have on the Closing Date sufficient funds to purchase its portion of the Purchased Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each In connection with the purchase of the Shares, each Purchaser hereby represents represents, severally and warrants not jointly, on behalf of itself or himself, to the Company (Sellers as to itself) thatfollows: (a) Such All action on the part of the Purchaser has been duly incorporated or organizedand, as applicable, its officers, directors, partners, members, managers and is validly existing and in good standing under shareholders necessary for the Laws of the jurisdiction of its formation. Such Purchaser has all requisite corporate or other power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement or the consummation by such Purchaser of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Purchaser and, assuming due authorization, execution and delivery hereof of this Agreement and necessary to authorize the performance of all of Purchaser’s obligations hereunder, has been taken or will be taken prior to the Closing. Purchaser has full power and authority to enter into this Agreement. (b) This Agreement has been validly executed and delivered by Purchaser and constitutes the Company, such agreement constitutes a legal, valid and binding obligation agreement of such Purchaser, Purchaser enforceable against Purchaser in accordance with its terms, subject, as except to enforcement, to the extent (i) such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other Laws of general applicability relating to reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and (ii) such enforceability may be subject to general principles of equity principles(regardless of whether such enforceability is considered in a proceeding in equity or at law). (bc) Such Purchaser’s compliance , to its knowledge, has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Purchaser has made its own decision to consummate the transaction contemplated hereby based on its own independent review and consultations with all of the provisions of this Agreement such investment, legal, accounting and the consummation of the transactions herein contemplated will not conflict with other advisers as it deems necessary. Purchaser has made its decision without reliance on any representation or result in a breach or violation of any of the terms or provisions warranty of, or constitute a default underadvice from, Sellers. (id) No brokerage or finder’s fees or commissions are or will be payable by Purchaser to any indenturebroker, mortgagefinancial advisor or consultant, deed of trustfinder, loan agreement placement agent, investment banker, bank or other agreement or instrument person with respect to which it or the transactions contemplated by this Agreement, and Purchaser has not taken any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or action that would cause Sellers to which any of its or its subsidiaries’ property or assets is subject, (ii) any provisions of such Purchaser’s organizational documents or (iii) any statute or any order, rule or regulation of any Governmental Entity having jurisdiction over it or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) above, be liable for any such conflict, breach, violation fees or default that would not, individually commissions. Sellers shall have no obligation with respect to any fees or in the aggregate, reasonably be expected with respect to prevent any claims made by or materially impair or delay the performance by such Purchaser on behalf of its obligations under this Agreement or the consummation any person for fees of the transactions type contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or by this Section 4(d) with any such Governmental Entity is required for the consummation by such Purchaser of the transactions contemplated by this Agreement. (ce) None Purchaser is purchasing the Shares for its own account for investment purposes only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the information supplied in writing by such Purchaser Securities Act of 1933, as amended (the “Securities Act”) or any distribution in violation of its Affiliates for inclusion in the Proxy Statement will at the time any other applicable securities laws. By executing this Agreement, Purchaser further represents that Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the mailing of the Proxy Statement to the stockholders of the Company, at the time of any amendments thereof or supplements thereto and at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingShares. (df) Such Purchaser understands that the Shares have not been registered under the Securities Act or any applicable state securities laws by reason of a specific exemption therefrom that depends upon, among other things, the bona fide nature of the investment intent as expressed herein. (ig) Purchaser is an “accredited investor” within the meaning of as defined under the Securities Act. Purchaser is knowledgeable, (ii) understands sophisticated and experienced in evaluating and investing in securities of companies such as the Company and acknowledges that it is able to fend for itself, can bear the offer and sale economic risk of its portion of the Purchased Shares pursuant to this Agreement is intended to be exempt from the prospectus delivery investment, and registration requirements under the Securities Act and that any transaction advice of a Restricted Book Position (and the related records of Computershare) will bear the legend set forth in Section 4.1 hereof, (iii) has sufficient such knowledge and experience in financial and business matters so as to be that it is capable of evaluating the merits and risks of its investment in its portion the purchase of the Purchased Shares, . (ivh) is acquiring its portion of the Purchased Shares for its own account, for investment and not with a view to the public for resale or distribution thereof in violation of any federal, state or foreign securities law, (v) Purchaser understands that its portion of the Purchased Tripletail Shares will be offered are “restricted securities” and sold in a transaction exempt from the registration or qualification requirements of the Securities Act and applicable state securities Laws, and that such securities Tripletail Shares must be held indefinitely unless a subsequent disposition thereof is they are subsequently registered or qualified under the Securities Act and applicable state securities Laws or is exempt an exemption from such registration or qualification and (vi) is capable available. Moreover, Purchaser understands that the Company is under no obligation to register the Tripletail Shares. Purchaser is aware of bearing Rule 144 promulgated under the economic risk Securities Act that permits limited resale of (A) an investment in its portion restricted securities subject to the satisfaction of certain conditions. Purchaser understands that the certificates evidencing the Tripletail Shares will be imprinted with a legend which prohibits the transfer of the Purchased Tripletail Shares and (Bunless they are registered or such registration is not required in the opinion of counsel for the Company. Notwithstanding the foregoing, the representations of this Section 4(h) a total loss in respect of such investmentare made by Purchaser only if any Tripletail Shares are purchased by Purchaser. (ei) Such Purchaser will have on understands that nothing in this Agreement, or any other materials presented to Purchaser in connection with the Closing Date sufficient funds to purchase its portion and sale of the Purchased Shares constitute legal, tax or investment advice. Purchaser has consulted with such legal, tax and investment advisors as it, in its sole discretion has deemed necessary or appropriate in connection with its purchase of the Shares.