Common use of Representations and Warranties of the Investors Clause in Contracts

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is bound.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: (a) Such Investor is duly formed, such Investor beneficially owns, directly or indirectly, only validly existing and in good standing under the number Laws of shares of Common Stock Delaware with all requisite power and authority required to conduct its business as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed, executed and delivered by such Investorthe Company, and constitutes a the legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement to the extent that the enforceability thereof may be limited by by: (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization, moratorium or similar laws Laws from time to time in effect affecting generally affecting the enforcement of creditors’ rights and remedies; and (ii) general principles of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf regardless of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, whether enforcement is sought in equity or at Law. (d) each Other than the filings required by Section 13 of the Investors Exchange Act (which such Investor shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply file with the terms of this Agreement SEC when and (e) as the executionsame is due), the execution and delivery and performance of this Agreement by such Investor does not and will not violate or conflict with the performance by such Investor of its obligations under this Agreement: (i) does not violate any lawprovision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, rule(B) does not require the Consent of any Person under, regulationviolate, orderresult in the termination or acceleration of or of any right under, judgmentgive rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or decree applicable to itconflict with, or (ii) result in any breach or violation of or constitute a default under (in each case with or an event that with notice or lapse without notice, the passage of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation ofboth), any organizational document, agreement, contract, commitment, understanding, or arrangement Contract to which such Investor is a party or by which it any of its properties or assets is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consents.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfInvestor represents and warrants, severally represents and warrants not jointly, to the Company that Parent Entities that: (a) as of the date hereof, such The Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit Ais competent to, and Exhibit A includes all Affiliates has sufficient capacity to, execute and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) deliver this Agreement and the agreements contemplated hereby (including the Closing Agreements) and to perform the Investor’s obligations hereunder and thereunder. This Agreement has been been, and at the Rollover Closing the other definitive documentation (including the Closing Agreements) will be, duly and validly authorized, executed, executed and delivered by such Investorthe Investor and, assuming the due authorization, execution and delivery of this Agreement or the other definitive documentation (including the Closing Agreements), as applicable, by the other parties thereto, as applicable, this Agreement constitutes a and other definitive documentation (including the Closing Agreements) will constitute the valid and binding obligation and agreement of such the Investor, enforceable against such the Investor in accordance with its and their terms, respectively, except as enforcement thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws generally Laws affecting the enforcement of creditors’ rights generally and by the effect of creditors and subject to general principles of equity principles(regardless of whether enforcement is considered in a proceeding in equity, at Law or otherwise). (cb) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the The execution, delivery and performance by the Investor of this Agreement and the agreements contemplated hereby and the consummation by such the Investor does of the transactions contemplated hereby and thereby do not and will not violate not, with or conflict with without the giving of notice or the passage of time or both: (i) violate the provisions of any law, rule, regulation, order, Law applicable to the Investor or such Investor’s properties or assets; (ii) violate any judgment, decree, order or decree award of any court, governmental or quasi-governmental agency or arbitrator applicable to it, the Investor or such Investor’s properties or assets; or (iiiii) result in any material breach of any terms or violation of conditions of, or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, agreement or arrangement instrument to which such the Investor is a party or by which it the Investor or such Investor’s properties or assets are bound, except, in the case of clauses (i), (ii), and (iii), for violations, conflicts or breaches that would not reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated hereby. (c) As of immediately prior to the Rollover Closing, one or more of the Investors will hold, directly or indirectly, of record and beneficially own the Rollover Interests, free and clear of all Liens (other than this Agreement, the Merger Agreement, the organizational documents of each of the Company and OpCo and any other agreement between any of the Investors and the Company or OpCo). As of the date hereof and on the date of the Rollover Closing, the Investor will not be a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement, the Merger Agreement, and the organizational documents of each of the Company, OpCo, and the HoldCos) that could require, or restrict or impair the ability of, the Investor to sell, transfer, or otherwise dispose of any of the Rollover Interests. (d) As of the date of this Agreement, there is boundno audit, suit, proceeding, claim, examination, deficiency, assessment, investigation or other action pending or, to the knowledge of the Investor, threatened against either of the Investor or any of such Investor’s assets, as applicable, and neither the Investor nor any of such Investor’s assets is the subject of any order of a Governmental Authority, in each case, other than any such action or order that would not reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated hereby.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfseverally with respect to itself (and not jointly or jointly and severally), severally represents and warrants to the Company that (a) Parties as of the date hereofExecution Date and the Closing Date as follows: SECTION 8.1 Organization; Authorization. Such Investor is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has all corporate powers and all Governmental Licenses and consents required to carry on its business as now conducted, except for those Governmental Licenses and consents the absence of which would not reasonably be expected to result, individually or in the aggregate, in an Investor Material Adverse Effect. Such Investor and each of its Subsidiaries has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to perform the obligations to be performed by it under this Agreement and each such Ancillary Agreement. The execution and delivery of this Agreement and the Ancillary Agreements to which such Investor beneficially owns, directly is or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit Awill be a party, and Exhibit A includes all Affiliates and Associates the performance by such Investor of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) its obligations under this Agreement has and the Ancillary Agreements to which it is or will be a party, have been duly authorized by all necessary actions on the part of such Investor. This Agreement has been, and validly authorizedthe Ancillary Agreements to which such Investor or a Subsidiary of such Investor will be a party at Closing will be, executed, duly executed and delivered by such InvestorInvestor and such Subsidiary, and constitutes constitutes, and will constitute, a legal, valid and binding obligation and agreement of such InvestorInvestor and such Subsidiary, as the case may be, enforceable against it and such Investor Subsidiary in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundBankruptcy Exception.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfitself and not any other Investor, severally hereby represents and warrants to the Company that (a) as follows as of the date hereofhereof (or, if applicable, as of the date the joinder agreement pursuant to which such Investor beneficially owns, directly or indirectly, only shall have become a party to this Agreement): (a) Such Investor Beneficially Owns and owns of record the number of shares of Company Common Stock as described listed on Annex A (or, in the case of a joinder agreement, as listed on an annex to such joinder agreement) opposite its such Investor’s name on Exhibit A, and Exhibit A includes such shares constitute all Affiliates of the Equity Securities and Associates of any Investor that own any securities Derivative Instruments of the Company beneficially Beneficially Owned or owned of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, by such Investor. (b) Such Investor has been duly formed, is validly existing and, where such concept is applicable, is in good standing under the laws of its jurisdiction of organization. Such Investor has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. (c) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) Applicable Law, (y) the organizational documents of such Investor or (z) any contract or agreement to which such Investor is a party. (d) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on the part of such Investor. This Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency and other laws of general applicability relating to or similar laws generally affecting the creditors’ rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf principles of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and equity. (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with Such Investor: (i) any lawis acquiring or has acquired the Warrants and the Shares, ruleas applicable, regulationfor its own account, order, judgmentsolely for investment and not with a view toward, or decree applicable to itfor sale in connection with, any distribution thereof in violation of any foreign, federal, state or local securities or “blue sky” laws, or with any present intention of distributing or selling such Warrants or Shares, as applicable, in violation of any such laws, (ii) result has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Warrants and the Shares, as applicable, and of making an informed investment decision and (iii) is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Such Investor understands that the Company is relying on the statements contained herein to establish an exemption from registration under the Securities Act and under foreign, federal, state and local securities laws and acknowledges that the Warrants, the Warrant Shares and the 2021 Shares are not registered under the Securities Act or any breach or violation other Applicable Law and that such Warrants, Warrant Shares and 2021 Shares may not be Transferred except pursuant to the registration provisions of or constitute a default the Securities Act (or an event that and in compliance with notice or lapse of time or both could become a defaultany other Applicable Law) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfthe Investors represents and warrants, severally represents and warrants not jointly, to Holding and Newco and to the Company that other Investors that: (a) as The execution and delivery by such Investor of this Agreement and the documents contemplated hereby, the performances by such Investor of its, his or her obligations hereunder and thereunder and the consummations by such Investor of the date hereof, transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit AInvestor, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery thereof by Holding and Newco, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws generally affecting the rights enforcement of creditors rights generally and subject to by the effect of general principles of equity principles, (cregardless of whether enforcement is considered in a proceeding in equity or in law). (b) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the The execution, delivery and performance by such Investor of this Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby and thereby does not and will not violate not, with or conflict with without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule, regulation, order, judgment, rule or decree regulation applicable to itsuch Investor or its, his or her respective properties or assets; (ii) result violate the provisions of the constituent organizational documents or other governing instruments applicable to such Investor, as amended to date; or (iii) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to such Investor or its, his or her respective properties or assets. (c) Such Investor (i) is an "accredited investor" within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), (ii) is experienced in any breach evaluating and investing in private placement transactions of securities of companies in a similar stage of development and acknowledges that he, she or violation it is able to fend for himself, herself or itself, can bear the economic risk of the Investor's investment in Holding, and has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Holding Common Stock and can afford a complete loss of its, his or constitute her investment, (iii) if other than an individual, has not been organized for the purpose of acquiring the Holding Common Stock, (iv) understands that no public market now exists for the Holding Common Stock and there is no assurance that a default pubic market will ever exist for the Holding Common Stock and (v) understands that the Holding Common Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an event exemption therefrom, and that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss absence of a material benefit underan effective registration statement covering the Holding Common Stock or an available exemption from registration under the Securities Act, the Holding Common Stock must be held indefinitely. (d) Such Investor's, together with its Affiliates' (as defined in the Merger Agreement), total beneficial ownership of shares of outstanding CBRE Common Stock as of the date hereof is accurately set forth opposite such Investor's name on Schedule I hereto, and each of such shares when transferred and delivered to Holding will be free and clear of all Liens. (e) Such Investor has no plan or give any right intention to transfer its shares of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundHolding Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally the Investors represents and warrants to the Company that as follows: (a) as of It is acquiring the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, Purchased Securities (and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to will acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock issuable upon conversion or exercise of the Purchased Securities and may acquire the Series A Preferred Stock, if any, issuable upon exchange of the Purchased Securities) for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Purchased Securities (other than a broad-based market basket or indexthe Common Stock acquired upon conversion of the Purchased Securities, and Series A Preferred Stock, if any, acquired upon exchange of the Purchased Securities), but subject, nevertheless, to any requirement of law that the disposition of either Investor's property shall at all times be within such Investor's control, and without prejudice to such Investor's right at all times to sell or otherwise, otherwise dispose of all or any part of such securities under a registration under the Securities Act or under an exemption from said registration available under the Securities Act. (b) It has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) It is a validly existing limited partnership, duly organized under the laws of Delaware. (d) It has been duly and validly authorizedtaken all partnership action necessary for the authorization, executedexecution, delivery, and delivered performance of this Agreement and its obligations hereunder, and, upon execution and delivery by such Investorthe Company, and constitutes a this Agreement shall constitute the valid and binding obligation and agreement of such Investorthe Investors, enforceable against such Investor the Investors in accordance with its terms, except as that such enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (e) There are no claims for brokerage commissions or finder's fees or similar laws generally affecting compensation in connection with the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute transactions contemplated by this Agreement based on any arrangement made by or on behalf of itself the Investors and the applicable Investor associated with Investors agree to indemnify and hold the Company harmless against any costs or damages incurred as a result of any such claim. (f) It has such knowledge and experience in financial and business matters that signatory’s nameit is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bind bear the economic risk of such Investor investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms conditions of this Agreement and the purchase of the Purchased Securities contemplated hereby. (eg) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Neither Investor is a party aware of any material fact or circumstance relating to it which would be grounds for disapproval of any application required to be filed by which it with any state regulatory authority for approval of its acquisition of the Purchased Securities. (h) Each Investor is boundan "accredited investor" as defined under Regulation D of the Securities Act.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfitself and not any other Investor, severally hereby represents and warrants to the Company that (a) as follows as of the date hereofhereof (or, if applicable, as of the date the joinder agreement pursuant to which such Investor shall have become a party to this Agreement): (a) Such Investor Beneficially Owns and owns of record the number of Company Ordinary Shares as listed on Schedule A (or, in the case of a joinder agreement, as listed on an annex to such joinder agreement) opposite such Investor’s name. (b) Such Investor is duly incorporated or otherwise organized and validly existing under the Laws of its jurisdiction of organization and has the requisite power and authority to own its assets and properties and operate its business as now conducted. Such Investor is in good standing (where such concept is legally recognized in the applicable jurisdiction) and has all requisite power to enter into, complete the transactions contemplated by, and carry out its obligations under, this Agreement. (c) The execution and delivery by such Investor of this Agreement, the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement do not and will not: (i) violate or result in the breach of any provision of the organizational documents of such Investor; (ii) conflict with or violate in any material respect any Law or Order of any Governmental Authority applicable to, or require any Governmental Approvals to be made or obtained by, such Investor beneficially owns(except for any such consents or approvals which have been obtained); or (iii) conflict with or violate, directly result in any breach of, constitute a default (or indirectlyevent which, only with the number giving or notice or lapse of shares time, or both, would constitute a default) under, require any consent under or give to any Person any rights of Common Stock as described opposite termination, acceleration or cancellation of, or result in a loss of rights under, any Contract to which such Investor is a party or by which it or any of its name on Exhibit Aproperties, assets or businesses is bound or subject. (d) The execution, delivery and performance by such Investor of this Agreement, and Exhibit A includes all Affiliates and Associates of any the consummation by such Investor that own any securities of the Company beneficially transactions contemplated hereunder, have been duly authorized by all necessary corporate and shareholder action on the part of such Investor, and no further approval or authorization shall be required on the part of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this such Investor. This Agreement has been duly and validly authorized, executed, executed and delivered by such Investor. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a the legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and . (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with Such Investor: (i) any lawis acquiring the Company Ordinary Shares for its own account, rule, regulation, order, judgmentsolely for investment and not with a view toward, or decree applicable to itfor sale in connection with, any distribution thereof in violation of any foreign, federal, state or local securities or “blue sky” laws, or with any present intention of distributing or selling such Company Ordinary Shares, as applicable, in violation of any such laws, (ii) result has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Company Ordinary Shares, as applicable, and of making an informed investment decision and (iii) is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Such Investor understands that the Company is relying on the statements contained herein to establish an exemption from registration under the Securities Act and under foreign, federal, state and local securities Laws and acknowledges that the Company Ordinary Shares issued to it by the Company pursuant to the Deed of Issue are not registered under the Securities Act or any breach or violation other applicable Law and that such Company Ordinary Shares may not be Transferred except pursuant to the registration provisions of or constitute a default the Securities Act (or an event that and in compliance with notice or lapse of time or both could become a defaultany other applicable Law) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfitself and not any other Investor, severally hereby represents and warrants to the Company that (a) as follows as of the date hereofhereof (or, if applicable, as of the date of the joinder agreement pursuant to which such Investor shall have become a party to this Agreement): (a) Such Investor Beneficially Owns and owns of record the number of Company Ordinary Shares as listed on Schedule A (or, in the case of a joinder agreement, as listed on an annex to such joinder agreement) opposite such Investor’s name. (b) Such Investor is duly incorporated or otherwise organized and validly existing under the Laws of its jurisdiction of organization and has the requisite power and authority to own its assets and properties and operate its business as now conducted. Such Investor is in good standing (where such concept is legally recognized in the applicable jurisdiction) and has all requisite power to enter into, complete the transactions contemplated by, and carry out its obligations under, this Agreement. (c) The execution and delivery by such Investor of this Agreement, the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement do not and will not: (i) violate or result in the breach of any provision of the organizational documents of such Investor; (ii) conflict with or violate in any material respect any Law or Order of any Governmental Authority applicable to, or require any Governmental Approvals to be made or obtained by, such Investor beneficially owns(except for any such consents or approvals which have been obtained); or (iii) conflict with or violate, directly result in any breach of, constitute a default (or indirectlyevent which, only with the number giving or notice or lapse of shares time, or both, would constitute a default) under, require any consent under or give to any Person any rights of Common Stock as described opposite termination, acceleration or cancellation of, or result in a loss of rights under, any Contract to which such Investor is a party or by which it or any of its name on Exhibit Aproperties, assets or businesses is bound or subject. (d) The execution, delivery and performance by such Investor of this Agreement, and Exhibit A includes all Affiliates and Associates of any the consummation by such Investor that own any securities of the Company beneficially transactions contemplated hereunder, have been duly authorized by all necessary corporate and shareholder action on the part of such Investor, and no further approval or authorization shall be required on the part of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this such Investor. This Agreement has been duly and validly authorized, executed, executed and delivered by such Investor. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a the legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and . (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with Such Investor: (i) any lawis acquiring the Company Ordinary Shares for its own account, rule, regulation, order, judgmentsolely for investment and not with a view toward, or decree applicable to itfor sale in connection with, any distribution thereof in violation of any foreign, federal, state or local securities or “blue sky” laws, or with any present intention of distributing or selling such Company Ordinary Shares, as applicable, in violation of any such laws, (ii) result has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Company Ordinary Shares, as applicable, and of making an informed investment decision and (iii) is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Such Investor understands that the Company is relying on the statements contained herein to establish an exemption from registration under the Securities Act and under foreign, federal, state and local securities Laws and acknowledges that the Company Ordinary Shares issued to it by the Company pursuant to the applicable deed of issue are not registered under the Securities Act or any breach or violation other applicable Law and that such Company Ordinary Shares may not be Transferred except pursuant to the registration provisions of or constitute a default the Securities Act (or an event that and in compliance with notice or lapse of time or both could become a defaultany other applicable Law) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, owns only the number of shares of Common Stock as described opposite its name on Exhibit A, A and Exhibit A includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwiserecord, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, hereof and (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, understanding or arrangement to which such Investor member is a party or by which it is bound, (e) the responses to the questionnaire titled “Director Nominee Questionnaire in connection with the 2010 Annual Meeting of Stockholders” delivered to the Company by the Investor Director are true and correct in all material respects, at the date of this Agreement and at the date of nomination and upon commencement of his term in office and (f) such Investor is not party to any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, whether by means of derivatives or otherwise, by such Investor, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Company by, including but not limited to “short” positions in shares of common stock, “long” puts, “short” calls, “short” forward or swap positions, manage the risk of share price changes for, or increase or decrease the voting power of, such Investor with respect to the shares of any class or series of the Company, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Company (“Short Interests”); provided that, such Short Interests shall not include “long” in-the-money put option positions with respect to any shares of Common Stock maintained by 3 Rivers Activist Partners, L.P. (“3 Rivers”) and Gladius Investors, L.P. (“Gladius”) as of the date hereof, or any such positions acquired or established by 3 Rivers and Gladius after the date hereof solely with respect to any additional shares of Common Stock acquired by 3 Rivers and Gladius and only in the amount representing a ratio, of such long in-the-money put option positions to newly acquired shares, being lesser or equal to the current ratio of such put option positions maintained by 3 Rivers and Gladius to the shares of common stock owned by 3 Rivers and Gladius as of the date hereof.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfitself and not any other Investor, severally hereby represents and warrants to the Company that (a) as follows as of the date hereofhereof (or, if applicable, as of the date the joinder agreement pursuant to which such Investor beneficially owns, directly or indirectly, only shall have become a party to this Agreement): (a) Such Investor Beneficially Owns and owns of record the number of shares of Company Common Stock as described listed on Annex A (or, in the case of a joinder agreement, as listed on an annex to such joinder agreement) opposite its such Investor’s name on Exhibit A, and Exhibit A includes such shares constitute all Affiliates of the Equity Securities and Associates of any Investor that own any securities Derivative Instruments of the Company beneficially Beneficially Owned or owned of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, by such Investor. (b) Such Investor has been duly formed, is validly existing and, where such concept is applicable, is in good standing under the laws of its jurisdiction of organization. Such Investor has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. (c) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) Applicable Law, (y) the organizational documents of such Investor or (z) any contract or agreement to which such Investor is a party. (d) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on the part of such Investor. This Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency and other laws of general applicability relating to or similar laws generally affecting the creditors’ rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf principles of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundequity.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, jointly and severally represents and warrants to the Company that (aa)(i) as of the date hereofof this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit Schedules A, -C to this Agreement and Exhibit A each such schedule includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has Investors have any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreements, contracts agreements or instruments in any way related to otherwise; (a)(ii) the price other persons and entities listed on Schedule A hereto are all of the Affiliates of Legion that beneficially own, directly or indirectly, shares of Common Stock (Stock; the other than a broad-based market basket persons and entities listed on Schedule B hereto are all of the Affiliates of Macellum that beneficially own, directly or index)indirectly, shares of Common Stock; and the other persons and entities listed on Schedule C hereto are all of the Affiliates of Ancora that beneficially own, directly or otherwiseindirectly, (bshares of Common Stock;(b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, ; (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, of this Agreement; (d) each of the Investors shall use its commercially reasonable efforts to cause each of its respective Affiliates and Associates Related Persons to comply with the terms of this Agreement Agreement, and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, understanding or arrangement to which such Investor member is a party or by which it is bound. Each Investor represents and warrants that it has no voting commitments (written or oral) with any of the New Directors as of the date hereof and agrees that it shall not compensate or otherwise incentivize any New Director for their involvement in the Company or serving on the Board or enter into voting commitments, (written or oral) relating to the Company with any director or officer of the Company. Each Investor further represents and warrants that it does not have, directly or indirectly, any agreements, arrangements or understandings with any person (other than their own Representatives) with respect to its investment in the Company, the selection or identification of any CEO or other officer position for the Company, any potential transaction involving the Company, or the acquisition, voting or disposition of any securities of the Company, except as otherwise disclosed publicly in the Investor Group’s Schedule 13D or preliminary proxy statement filed with the SEC prior to the date hereof. The Investors represent and warrant that no member of the Investor Group has any control or influence over any compensation or other monetary payments to be received by any of the New Directors in connection with their service as a director of the Company and that none of the Investors are aware of any facts or circumstances that will prevent any New Director from exercising independent judgment with respect to any matter involving the Company or items that may come before the Board or any of its committees. The Investors represent and warrant that the information previously provided to the Company, including with respect to Macellum Home Fund, LP, is true, accurate and complete in all material respects. The Investors will not unnecessarily delay, prohibit or interfere with any request by any New Director who is an Additional LMA Group Member to exit or withdraw from the Macellum Home Fund, except as otherwise provided for under the limited partnership agreement of the Macellum Home Fund as it exists in the form provided to the Company on or prior to the date hereof.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfthe Investors represents and warrants, severally represents and warrants not jointly, to Holding and Newco and to the Company that other Investors that: (a) as The execution and delivery by such Investor of this Agreement and the documents contemplated hereby, the performances by such Investor of its, his or her obligations hereunder and thereunder and the consummations by such Investor of the date hereof, transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit AInvestor, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery thereof by Holding and Newco, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws generally affecting the rights enforcement of creditors rights generally and subject to by the effect of general principles of equity principles, (cregardless of whether enforcement is considered in a proceeding in equity or in law). (b) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the The execution, delivery and performance by such Investor of this Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby and thereby does not and will not violate not, with or conflict with without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule, regulation, order, judgment, rule or decree regulation applicable to itsuch Investor or its, his or her respective properties or assets; (ii) result violate the provisions of the constituent organizational documents or other governing instruments applicable to such Investor, as amended to date; or (iii) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to such Investor or its, his or her respective properties or assets. (c) Such Investor (i) is an "accredited investor" within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), (ii) is experienced in any breach evaluating and investing in private placement transactions of securities of companies in a similar stage of development and acknowledges that he, she or violation it is able to fend for himself, herself or itself, can bear the economic risk of the Investor's investment in Holding, and has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Holding Class B Common Stock and can afford a complete loss of its, his or constitute her investment, (iii) if other than an individual, has not been organized for the purpose of acquiring the Holding Class B Common Stock, (iv) understands that no public market now exists for the Holding Class B Common Stock and there is no assurance that a default pubic market will ever exist for the Holding Class B Common Stock and (v) understands that the Holding Class B Common Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an event exemption therefrom, and that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss absence of a material benefit underan effective registration statement covering the Holding Class B Common Stock or an available exemption from registration under the Securities Act, the Holding Class B Common Stock must be held indefinitely. (d) Such Investor's, together with its Affiliates' (as defined in the Merger Agreement), total beneficial ownership of shares of outstanding CBRE Common Stock as of the date hereof is accurately set forth opposite such Investor's name on Schedule I hereto, and each of such shares when transferred and delivered to Holding will be free and clear of all Liens. (e) Such Investor has no plan or give any right intention to transfer its shares of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundHolding Class B Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each Investorof the Investors, on behalf of itselfitself and not any other Investor, severally hereby represents and warrants to the Company that as follows: (a) as Such Investor is the sole record and Beneficial Owner of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Target Common Stock as described listed on Annex A opposite its such Investor’s name on Exhibit A, and Exhibit A includes such shares constitute all Affiliates and Associates of any Investor that own any securities the shares of capital stock of the Company beneficially or owned of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, Beneficially Owned by such Investor. (b) Such Investor has been duly formed, is validly existing and is in good standing under the laws of its state of organization. Such Investor has all requisite power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (c) The execution and delivery by such Investor of this Agreement, the performance by such Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby (assuming that the consents, approvals and filings referred to in Section 3.4 of the Merger Agreement are duly obtained and/or made) do not and will not conflict with, violate any provision of, or require the consent or approval of any Person under, Applicable Law, the organizational documents of such Investor or any contract or agreement to which such Investor is a party. (d) The execution, delivery and performance of this Agreement by such Investor has been duly authorized by all necessary corporate action on the part of such Investor. This Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency and other laws of general applicability relating to or similar laws generally affecting the creditors’ rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf principles of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and equity. (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with Such Investor: (i) any lawis acquiring the Shares for its own account, rule, regulation, order, judgmentsolely for investment and not with a view toward, or decree applicable to itfor sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” laws, or with any present intention of distributing or selling such Shares in violation of any such laws, (ii) result has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Shares and of making an informed investment decision and (iii) is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Such Investor has requested, received, reviewed and considered all information that such Investor deems relevant in making an informed decision to invest in the Shares and has had an opportunity to discuss the Company’s business, management and financial affairs with its management and also had an opportunity to ask questions of officers of the Company that were answered to such Investor’s satisfaction. Such Investor understands that the Company is relying on the statements contained herein to establish an exemption from registration under the Securities Act and under state securities laws and acknowledges that the Shares are not registered under the Securities Act or any breach or violation other applicable law and that such shares may not be Transferred except pursuant to the registration provisions of or constitute a default (or an event that with notice or lapse of time or both could become a default) under the Securities Act or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, the Investors severally represents and warrants to the Company that as follows: (a) as Such Investor is acquiring the Shares for its or his own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the date hereofShares, but subject, nevertheless, to any requirement of law that the disposition of such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit AInvestor’s property shall at all times be within such Investor’s control, and Exhibit A includes without prejudice to such Investor’s right at all Affiliates and Associates times to sell or otherwise dispose of all or any Investor that own any part of such securities of under a registration under the Company beneficially Securities Act or of record and reflects all shares of Common Stock in which under an exemption from said registration available under the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, Securities Act. (b) Such Investor has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) If such Investor is a limited liability company, limited partnership or corporation, it is a validly existing limited liability company, limited partnership or corporation, as the case may be, duly organized under the laws of its jurisdiction of organization. (d) Such Investor has been duly and validly authorizedtaken all action necessary for the authorization, executedexecution, delivery, and delivered performance of this Agreement and its obligations hereunder, and, upon execution and delivery by such Investorthe Company, and constitutes a this Agreement shall constitute the valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as that such enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and general principles of equity. (e) There are no claims for brokerage commissions or finder’s fees or similar laws generally affecting compensation in connection with the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute transactions contemplated by this Agreement based on any arrangement made by or on behalf of itself such Investor and such Investor agrees to indemnify and hold the applicable Company harmless against any costs or damages incurred as a result of any such claim. (f) Such Investor associated with is an “accredited investor” within the meaning of Section 2(a)(15) of the Securities Act and Regulation D promulgated thereunder. Such Investor has such knowledge and experience in financial and business matters that signatory’s nameit is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bind bear the economic risk of such investment for an indefinite period of time. Such Investor has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms conditions of this Agreement and (e) the execution, delivery and performance purchase of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundShares contemplated hereby.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, jointly and severally represents and warrants to the Company that (aa)(i) as of the date hereofof this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, Schedule A to this Agreement and Exhibit A each such schedule includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has Investors have any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreements, contracts agreements or instruments in any way related to otherwise; (a)(ii) the price other persons and entities listed on Schedule A hereto are all of the Affiliates of Legion that beneficially own, directly or indirectly, shares of Common Stock (other than a broad-based market basket or index), or otherwise, Stock; (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, ; (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, of this Agreement; (d) each of the Investors shall use its commercially reasonable efforts to cause each of its respective Affiliates and Associates Related Persons to comply with the terms of this Agreement Agreement, and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, understanding or arrangement to which such Investor member is a party or by which it is bound. Each Investor represents and warrants that it has no voting commitments (written or oral) with Xx. Xxxxxxxxx as of the date hereof and agrees that it shall not compensate or otherwise incentivize Xx. Xxxxxxxxx (or any Replacement) for his involvement in the Company or serving on the Board or enter into voting commitments, (written or oral) relating to the Company with any director or officer of the Company. Each Investor further represents and warrants that it does not have, directly or indirectly, any agreements, arrangements or understandings with any person (other than their own Investor Group Representatives) with respect to its investment in the Company, any potential transaction involving the Company, or the acquisition, voting or disposition of any securities of the Company, except as otherwise disclosed publicly in the Investor Group’s Schedule 13D, as amended from time to time. The Investors represent and warrant that no member of the Investor Group has any control or influence over any compensation or other monetary payments to be received by Xx. Xxxxxxxxx (or any Replacement) in connection with his service as a director of the Company and that none of the Investors are aware of any facts or circumstances that will prevent Xx. Xxxxxxxxx (or any Replacement) from exercising independent judgment with respect to any matter involving the Company or items that may come before the Board or any of its committees.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally The Investors represents and warrants to the Company that (a) as of the date hereofof this Agreement (or, if made as of a specified date, as of such Investor beneficially ownsdate) that: (a) It is acquiring the Securities for its own account for investment and not with a view towards the resale, directly transfer or indirectlydistribution thereof, only nor with any present intention of distributing the number Securities, but subject, nevertheless, to any requirement of shares law that the disposition of Common Stock as described opposite its name on Exhibit Athe Investors’ property shall at all times be within the Investors’ control, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related without prejudice to the price Investors’ right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Common Stock (other than a broad-based market basket Securities Act or index), or otherwise, under an exemption from said registration available under the Securities Act. (b) It has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) It is a validly existing partnership, limited liability company, trust or corporation, as the case may be, duly organized under the laws of its jurisdiction of organization or formation. (d) It has been duly and validly authorizedtaken all action necessary for the authorization, executedexecution, delivery, and delivered performance of this Agreement and its obligations hereunder, and, upon execution and delivery by such Investorthe Company, and constitutes a this Agreement shall constitute the valid and binding obligation and agreement of such Investorthe Investors, enforceable against such Investor the Investors in accordance with its terms, except as that such enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and general principles of equity. (e) There are no claims for brokerage commissions or finder’s fees or similar laws generally affecting compensation in connection with the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute transactions contemplated by this Agreement based on any arrangement made by or on behalf of itself the Investors and the applicable Investor associated with Investors agrees to indemnify and hold the Company harmless against any costs or damages incurred as a result of any such claim. (f) It has such knowledge and experience in financial and business matters that signatory’s nameit is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bind bear the economic risk of such Investor investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms conditions of this Agreement and the purchase of the Securities contemplated hereby. It is a “qualified institutional buyer” within the meaning of Rule 144A(a) of the Securities Act or an “accredited Investors” within the meaning of Rule 501(a) of Regulation D under the Securities Act. (eg) Except such consents, approvals and filings, the executionfailure to obtain or make would not, individually or in the aggregate, have a material adverse effect on the ability of the Investors to consummate the transactions contemplated by this Agreement, the execution and delivery by it of this Agreement and the performance by the Investors of its obligations hereunder and the consummation by the Investors of the transactions contemplated hereby do not require the Investors to obtain any consent, approval, clearance or action of, or make any filing, submission or registration with, or give any notice to, any Governmental Authority or judicial authority. (h) The execution and delivery of this Agreement by such Investor does not the Investors do not, and the fulfillment of the terms hereof and thereof by the Investors will not not, (i) violate or conflict with its partnership agreement, trust agreement, the articles of incorporation, other constitutive documents or by-laws (ior other similar applicable documents) any lawof the Investors, rule, regulation, order, judgment, or decree applicable to it, or as applicable; (ii) result in a breach of any breach of the terms, conditions or violation of provisions of, or constitute a default (with or an event that with without the giving of notice or lapse the passage of time (or both could become a defaultboth)) under or pursuant tounder, or result in the loss of a material benefit undermodification of, or give any right permit the acceleration of termination, amendment, acceleration rights under or cancellation termination of, any organizational document, agreement, contract, commitment, understanding, or arrangement material contract to which such Investor the Investors is a party or (iii) violate any law, ordinance, standard, judgment, rule or regulation of any court or federal, state or foreign regulatory board or body or administrative agency having jurisdiction over the Investors or over its properties or businesses; except, in the cases of clauses (ii) and (iii) where such event would not be reasonably likely to have a material adverse effect on the Investors’ ability to consummate the transactions contemplated by which it is boundthis Agreement. (i) The Investors understand that the Securities are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act or an exemption therefrom. The Investors further understands that a legend may be affixed to the certificates evidencing the Securities setting forth the fact that such Securities are “restricted securities” under the Securities Act.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfthe Investors ----------------------------------------------- represents and warrants, severally represents and warrants not jointly, to Holding and Newco and to the Company that other Investors that: (a) as The execution and delivery by such Investor of this Agreement and the documents contemplated hereby, the performances by such Investor of its, his or her obligations hereunder and thereunder and the consummations by such Investor of the date hereof, transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit AInvestor, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery thereof by Holding and Newco, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws generally affecting the rights enforcement of creditors rights generally and subject to by the effect of general principles of equity principles, (cregardless of whether enforcement is considered in a proceeding in equity or in law). (b) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the The execution, delivery and performance by such Investor of this Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby and thereby does not and will not violate not, with or conflict with without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule, regulation, order, judgment, rule or decree regulation applicable to itsuch Investor or its, his or her respective properties or assets; (ii) result violate the provisions of the constituent organizational documents or other governing instruments applicable to such Investor, as amended to date; or (iii) violate any judgment, decree, order or award of any court, governmental or quasi- governmental agency or arbitrator applicable to such Investor or its, his or her respective properties or assets. (c) Such Investor (i) is an "accredited investor" within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), (ii) -------------- is experienced in any breach evaluating and investing in private placement transactions of securities of companies in a similar stage of development and acknowledges that he, she or violation it is able to fend for himself, herself or itself, can bear the economic risk of the Investor's investment in Holding, and has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Holding Class B Common Stock and can afford a complete loss of its, his or constitute her investment, (iii) if other than an individual, has not been organized for the purpose of acquiring the Holding Class B Common Stock, (iv) understands that no public market now exists for the Holding Class B Common Stock and there is no assurance that a default pubic market will ever exist for the Holding Class B Common Stock and (v) understands that the Holding Class B Common Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an event exemption therefrom, and that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss absence of a material benefit underan effective registration statement covering the Holding Class B Common Stock or an available exemption from registration under the Securities Act, the Holding Class B Common Stock must be held indefinitely. (d) Such Investor's, together with its Affiliates' (as defined in the Merger Agreement), total beneficial ownership of shares of outstanding CBRE Common Stock as of the date hereof is accurately set forth opposite such Investor's name on Schedule I hereto, and each of such shares when transferred and delivered to Holding will be free and clear of all Liens. (e) Such Investor has no plan or give any right intention to transfer its shares of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundHolding Class B Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor hereby separately represents and warrants to the Company that as follows (such representations and warranties being made separately and only to the extent such representations and warranties relate to such Investor): (a) as Investigation; Investment Representation. Each Investor (i) possesses such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment hereunder; (ii) has been afforded the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of its investment, the transactions contemplated hereby and the business and affairs of the date hereofCompany; (iii) has examined, to the extent it deems appropriate, all of the agreements and documents referred to herein or in the schedules hereto and such Investor beneficially ownsother documents that it has requested; and (iv) understands that the Notes, directly or indirectlythe Warrants and the Warrant Shares are not being registered under the Securities Act of 1933, only as amended, on the number ground that the issuance thereof is exempt from registration under Section 4(2) of shares the Securities Act of Common Stock 1933, as described opposite its name on Exhibit Aamended, as a transaction by an issuer not involving a public offering, and Exhibit A includes all Affiliates the Company's reliance on this exemption is predicated in part on the Investors' representations and Associates of any Investor that warranties contained in this Section 4(a). The Investors are acquiring the Notes and Warrants and will acquire the Warrant Shares for their own any securities of the Company beneficially or of record account, for investment purposes only and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related not with a view to the price of the Common Stock (other than a broad-based market basket sale or index), or otherwise, distribution thereof. (b) Execution and Effect of Agreement. Each Investor has all necessary power and authority to enter into this Agreement has been duly and validly authorizedconsummate the transactions contemplated hereby. This Agreement constitutes the legal, executed, and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such each Investor, enforceable against such each Investor in accordance with its terms, except as enforcement thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or moratorium and similar laws affecting creditors' rights and remedies generally affecting the rights of creditors and subject subject, as to enforceability, to general principles of equity principles, (c) such Investor has the authority to execute this Agreement on behalf regardless of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate whether enforcement is sought in a proceeding at law or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundequity).

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit AB, and Exhibit A B includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is bound.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, Investor severally represents and warrants to the Company that (a) as of the date hereofof this Agreement (or, if made as of a specified date, as of such Investor beneficially ownsdate) that: (a) It is acquiring the Shares and, directly subject to Stockholder Approval, the Exchange Shares for its own account for investment and not with a view towards the resale, transfer or indirectlydistribution thereof, only nor with any present intention of distributing the number Shares or the Exchange Shares, but subject, nevertheless, to any requirement of shares law that the disposition of Common Stock as described opposite its name on Exhibit Athe Investor's property shall at all times be within the Investor's control, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related without prejudice to the price Investor's right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Common Stock (other than a broad-based market basket Securities Act or index), or otherwise, under an exemption from said registration available under the Securities Act. (b) It has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) It is a validly existing partnership, limited liability company, trust or corporation, as the case may be, duly organized under the laws of its jurisdiction of organization or formation. (d) It has been duly and validly authorizedtaken all action necessary for the authorization, executedexecution, delivery, and delivered performance of this Agreement and its obligations hereunder, and, upon execution and delivery by such Investorthe Company, and constitutes a this Agreement shall constitute the valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as that such enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (e) There are no claims for brokerage commissions or finder's fees or similar laws generally affecting compensation in connection with the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute transactions contemplated by this Agreement based on any arrangement made by or on behalf of itself such Investor and such Investor agrees to indemnify and hold the applicable Investor associated with Company harmless against any costs or damages incurred as a result of any such claim. (f) It has such knowledge and experience in financial and business matters that signatory’s nameit is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bind bear the economic risk of such Investor investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms conditions of this Agreement and the purchase of the Shares contemplated hereby. It is a "qualified institutional buyer" within the meaning of Rule 144A(a) of the Securities Act or an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. (eg) Except such consents, approvals and filings, the executionfailure to obtain or make would not, individually or in the aggregate, have a material adverse effect on the ability of the Investor to consummate the transactions contemplated by this Agreement, the execution and delivery by it of this Agreement and the performance by such Investor of its obligations hereunder and the consummation by such Investor of the transactions contemplated hereby do not require such Investor to obtain any consent, approval, clearance or action of, or make any filing, submission or registration with, or give any notice to, any governmental authority or judicial authority. (h) The execution and delivery of this Agreement by such Investor does not do not, and the fulfillment of the terms hereof and thereof by such Investor will not not, (i) violate or conflict with its partnership agreement, trust agreement, the articles of incorporation, other constitutive documents or by-laws (ior other similar applicable documents) any lawof the Investor, rule, regulation, order, judgment, or decree applicable to it, or as applicable; (ii) result in a breach of any breach of the terms, conditions or violation of provisions of, or constitute a default (with or an event that with without the giving of notice or lapse the passage of time (or both could become a defaultboth)) under or pursuant tounder, or result in the loss of a material benefit undermodification of, or give any right permit the acceleration of termination, amendment, acceleration rights under or cancellation termination of, any organizational document, agreement, contract, commitment, understanding, or arrangement material contract to which such Investor is a party or (iii) violate any law, ordinance, standard, judgment, rule or regulation of any court or federal, state or foreign regulatory board or body or administrative agency having jurisdiction over such Investor or over its respective properties or businesses; except, in the cases of clauses (ii) and (iii) where such event would not be reasonably likely to have a material adverse effect on the Investor's ability to consummate the transactions contemplated by which it this Agreement. (i) On the date of this Agreement, the Investor (1) is boundnot an "interested stockholder" within the meaning of Section 203(c)(5) of the DGCL or (2) has been an "interested stockholder" for a period of more than three years preceding the date of this Agreement.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, Investor jointly and severally represents and warrants to the Company that each other party hereto as follows: (a) as It is duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Its execution, such Investor beneficially ownsdelivery and performance of this Agreement, directly or indirectly, only the number performance of shares of Common Stock as described opposite its name on Exhibit A, obligations hereunder and Exhibit A includes all Affiliates and Associates of any Investor that own any securities the consummation of the Company beneficially transactions contemplated hereby have been duly and validly authorized and no other actions or proceedings on its part are necessary to authorize the execution and delivery of record and reflects all shares this Agreement, the performance of Common Stock in which its obligations hereunder or the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price consummation of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this transactions contemplated hereby. This Agreement has been duly and validly authorized, executed, executed and delivered by such Investorit and, assuming due authorization, execution and delivery by each other party hereto, constitutes a its legal, valid and binding obligation and agreement of such Investorobligations, enforceable against such Investor it in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally affecting and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) Except for the rights applicable filing or approval requirements of creditors the Exchange Act, China Securities Regulatory Commission and subject to general equity principlesrelevant stock exchanges, (ci) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s nameno filing with, and to bind no permit, authorization, consent or approval of, any governmental authority is necessary on the part of such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) party for the execution, delivery and performance of this Agreement by such Investor does not or the consummation of the transactions contemplated hereby and will not violate (ii) neither its execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby nor compliance with any of the provisions hereof shall (A) conflict with or violate, any provision of its organizational documents, (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (iiB) result in any breach or violation of of, or constitute a default (or an event that which, with notice or lapse of time or both could both, would become a default) under or pursuant to, or result in the loss of a material benefit under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien on its property or asset pursuant to, any organizational document, agreement, contract, commitment, understanding, or arrangement contract to which such Investor it is a party or by which it or any of its property or asset is boundbound or affected or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets. (c) There is no action, suit, investigation, complaint or other proceeding pending against it or, to the its knowledge, threatened against it or any other person, that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by each other party hereto of its rights under this Agreement or the performance by any party of its obligations under this Agreement.

Representations and Warranties of the Investors. Each InvestorInvestor hereby represents, on behalf of itselfwarrants and covenants, severally represents and warrants not jointly (nor jointly and severally), to Parent as follows: a. Such Investor is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation. b. To the extent (if any) that its governing documents limit the amount it may commit to any one investment, such Investor’s Commitment hereunder is less than the maximum amount that it is permitted to invest in any one investment pursuant to the Company that (a) as terms of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the governing documents. c. Such Investor has any right the requisite power and authority to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related enter into and deliver this letter agreement and to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) perform its obligations under this Agreement letter agreement. d. This letter agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming due authorization, execution and delivery of this letter agreement by the other parties hereto, constitutes a the lawful, valid and binding obligation and agreement of such Investor, enforceable against such Investor Investor, in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium and similar Laws affecting or similar laws relating to the enforcement of creditors’ rights generally affecting the rights of creditors and subject to general equity principles, principals of equity. e. Such Investor or its Affiliates (c) such Investor which it has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s namecause to immediately fund to it) will have, and to bind such Investor to the terms hereofdirectly or indirectly, (d) each as of the Investors shall use Closing, access to available cash necessary to fund, or cause the funding of, its commercially reasonable efforts Commitment. f. This letter agreement does not contravene, conflict with or result in any violation of any provision of such Investor’s governing documents. g. Subject to cause its respective Affiliates receipt of all consents, approvals, authorizations, permits of, filings with and Associates to comply notifications to, any Governmental Authority contemplated by the Merger Agreement or the schedules thereto, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the terms of this Agreement and (e) the due execution, delivery and performance of this Agreement letter agreement by such Investor does not have been duly complied with, and will not violate no other action by, and no notice to or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation offiling with, any organizational documentGovernmental Authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is bound.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfthe Silver Lake Investors represents and warrants, severally represents and warrants not jointly, to Newco, the Company that Co-Investor and the Co-Investor Founder that: (a) as The execution and delivery by such Silver Lake Investor of this Agreement and the Stockholders Agreement and the documents contemplated hereby and thereby, the performances by such Silver Lake Investor of its obligations hereunder and thereunder and the consummations by such Silver Lake Investor of the date hereof, transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Investor. This Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorSilver Lake Investor and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Silver Lake Investor in accordance with its terms, except as enforcement thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws generally affecting the rights enforcement of creditors rights generally and subject to by the effect of general principles of equity principles(regardless of whether enforcement is considered in a proceeding in equity or in law). At the Contribution Closing, the Stockholders Agreement will have been duly executed and delivered by such Silver Lake Investor and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding obligation of such Silver Lake Investor, enforceable against such Silver Lake Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (cregardless of whether enforcement is considered in a proceeding in equity or in law). (b) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the The execution, delivery and performance by such Silver Lake Investor of this Agreement and the Stockholders Agreement and the agreements contemplated hereby and thereby and the consummation by such Silver Lake Investor of the transactions contemplated hereby and thereby does not and will not violate not, with or conflict with without the giving of notice or the passage of time or both, (i) subject to receipt of any required antitrust approvals, violate in any material manner the provisions of any law, rule, regulation, order, judgment, rule or decree regulation applicable to it, such Silver Lake Investor or its properties or assets; (ii) result violate the provisions of the constituent organizational documents or other governing instruments applicable to such Silver Lake Investor, as amended to date; or (iii) violate in any breach material manner any judgment, decree, order or violation award of any court, governmental or constitute quasi-governmental agency or arbitrator applicable to such Silver Lake Investor or its properties or assets. (c) Such Silver Lake Investor (i) is an “accredited investor” within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), (ii) is experienced in evaluating and investing in private placement transactions of securities of companies in a default similar stage of development and acknowledges that it is able to fend for itself, can bear the economic risk of such Silver Lake Investor’s investment in Newco, and has such knowledge and experience in financial and business matters that such Silver Lake Investor is capable of evaluating the merits and risks of the investment in the Newco Common Stock and can afford a complete loss of its investment, (iii) has not been organized for the purpose of acquiring the Newco Common Stock, (iv) understands that no public market now exists for the Newco Common Stock and there is no assurance that a pubic market will ever exist for the Newco Common Stock and (v) understands that the Newco Common Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an event exemption therefrom, and that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss absence of a material benefit underan effective registration statement covering the Newco Common Stock or an available exemption from registration under the Securities Act, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundthe Newco Common Stock must be held indefinitely.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor represents and warrants to the Company that severally and solely with respect to itself and its purchase hereunder and not with respect to any other Investor as follows: (a) as It is acquiring the Exchangeable Notes and, will be acquiring the Second Closing Shares, for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Exchangeable Note or the Second Closing Shares, but subject, nevertheless, to any requirement of law that the disposition of the date hereof, such Investor beneficially owns, directly or indirectly, only Investor's property shall at all times be within the number of shares of Common Stock as described opposite its name on Exhibit AInvestor's control, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related without prejudice to the price Investor's right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Common Stock (other than a broad-based market basket Securities Act or index), or otherwise, under an exemption from said registration available under the Securities Act. (b) It has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) It is a resident of the jurisdiction set forth immediately below such Investor's name on the signature pages hereto. (d) It has been duly and validly authorizedtaken all action necessary for the authorization, executedexecution, delivery, and delivered performance of this Agreement and its obligations hereunder, and, upon execution and delivery by such Investorthe Company, and constitutes a this Agreement shall constitute the valid and binding obligation and agreement of such the Investor, enforceable against such the Investor in accordance with its terms, except as that such enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (e) There are no claims for brokerage commissions or finder's fees or similar laws generally affecting compensation in connection with the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute transactions contemplated by this Agreement based on any arrangement made by or on behalf of itself the Investor and the applicable Investor associated with agrees to indemnify and hold the Company harmless against any costs or damages incurred as a result of any such claim. (f) It has such knowledge and experience in financial and business matters that signatory’s nameit is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bind bear the economic risk of such Investor investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms conditions of this Agreement and the purchase of the Shares contemplated hereby. It is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act. (eg) It hereby acknowledges that no action has been taken by the executionCompany, delivery and performance of this Agreement by such Investor the Company does not and will not violate intend to take any action, in any jurisdiction outside of the United States that would permit an offering of the Exchangeable Notes or conflict with (i) any law, rule, regulation, order, judgmentthe Second Closing Shares, or decree applicable to itpossession or distribution of offering materials in connection with the issuance of the Exchangeable Notes or Second Closing Shares, or (ii) result in any breach jurisdiction outside of the United States. (h) It understands that no United States federal or violation state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Exchangeable Notes or constitute a default (the Second Closing Shares or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundinvestment therein.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally the Investors represents and warrants to the Company that as follows: (a) as of The Investor is acquiring the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, Shares (and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to will acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock issuable upon conversion of the Shares) for its own account for investment and not with a present view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Shares (other than a broad-based market basket or indexthe Common Stock acquired upon conversion of the Shares), but subject, nevertheless, to any requirement of law that the disposition of the Investor’s property shall at all times be within the Investor’s control, and without prejudice to the Investor’s right at all times to sell or otherwise, otherwise dispose of all or any part of such securities under a registration under the Securities Act or under an exemption from said registration available under the Securities Act. (b) The Investor has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) The Investor is a limited liability company, validly existing and duly organized under the laws of its jurisdiction of organization. (d) The Investor has been duly taken all action necessary for the authorization, execution, delivery and validly authorizedperformance of this Agreement and its obligations hereunder, executedand, upon execution and delivered delivery by such Investorthe Company, and constitutes a this Agreement shall constitute the valid and binding obligation and agreement of such the Investor, enforceable against such the Investor in accordance with its terms, except as that such enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws generally affecting now or hereafter in effect relating to creditors’ rights and general principles of equity. (e) The Investor is an “accredited investor” within the rights meaning of creditors Rule 501(a) under the Securities Act. It has such knowledge and subject to general equity principles, (c) such Investor has experience in financial and business matters that it is capable of evaluating the authority to execute merits and risks of its investment in the Company as contemplated by this Agreement on behalf of itself and the applicable Investor associated with that signatory’s nameAgreement, and is able to bind bear the economic risk of such Investor investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms conditions of this Agreement and (e) the execution, delivery and performance purchase of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundShares contemplated hereby.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally the Investors represents and warrants to the Company that (a) Borrower as of the date hereof, hereof and as of each date Warrants are granted pursuant to this Agreement that: (a) It is acquiring the Warrants and the shares of Common Stock issued upon exercise of the Warrants (the “Exercise Shares”) solely for its account for investment and not with a view to or for sale or distribution of the Warrants or Exercise Shares or any part thereof. Each of the Investors also represents that the entire legal and beneficial interests of the Warrants and Exercise Shares such Investor beneficially ownsis acquiring is being acquired for, directly and will be held for, its account only. (b) It has substantial experience evaluating and investing in securities of companies, will bear the full economic risk of its investment and has such knowledge and experience in financial or indirectlybusiness matters that it is capable of evaluating the merits and risks of the investment in the Warrants and the Exercise Shares. It has made as thorough and complete an investigation of the Borrower and this investment as it considers prudent in the circumstances and acknowledges that the Borrower may possess information that has not been disclosed to the public that may be material to an investor. (c) The Warrants and the Exercise Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. Each of the Investors realizes that the basis for the exemptions may not be present, only if notwithstanding its representations such Investor has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. None of the Investors has such present intention. (d) The Warrants and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption for such registration is available. (e) Neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Borrower, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitation. (f) It will not make any disposition of Common Stock all or any part of the Warrants or Exercise Shares until: (i) The Borrower shall have received a letter secured by such Investor from the SEC stating that no action will be recommended to the SEC with respect to the proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Investor shall have notified the Borrower of the proposed disposition and shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as described opposite Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act. (g) It understands and agrees that the Warrants and all certificates evidencing the shares to be issued to the Investors upon exercise of the Warrants may bear the following legend until such time as the Warrants and such shares, as applicable, have been registered under the Securities Act or otherwise may be sold pursuant to such Rule 144 or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can be immediately sold. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT REGISTERING SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR (III) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 OR RULE 144A. “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 29, 2008. AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (h) Such Investor is an “accredited investor” as defined in Regulation D promulgated the Securities Act. (i) Such Investor is a limited partnership duly organized and validly existing under the laws of the jurisdiction of its name on Exhibit Aformation. (j) Such Investor has full power and authority to make the Disbursement and to enter into and perform its other obligations under each of the Financing Documents and carry out the other transactions contemplated thereby. (k) All authorizations, consents, approvals, registrations, exemptions and licenses with or from Government Authorities or other Persons that are necessary, for the making of a Disbursement hereunder, the execution and delivery of the Financing Documents and the performance by such Investor of its obligations thereunder, have been obtained and are, and Exhibit A includes all Affiliates will be on the date of such Disbursement hereunder, in full force and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock effect. (other than a broad-based market basket or index), or otherwise, (bl) this Agreement Each Financing Document has been duly and validly authorized, executed, executed and delivered by such Investor, Investor and constitutes a the valid and legally binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof such enforceability may be limited by (i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws generally affecting the creditors’ rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s namegenerally, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result applicable equitable principles (whether considered in any breach a proceeding at law or violation of or constitute a default in equity). (or an event that with notice or lapse of time or both could become a defaultm) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is bound.[***]

Representations and Warranties of the Investors. Each Investor, on behalf of itself, Investor severally represents and warrants to the Company that (a) as of the date hereofof this Agreement (or, if made as of a specified date, as of such Investor beneficially ownsdate) that: (a) It is acquiring the Shares for its own account for investment and not with a view towards the resale, directly transfer or indirectlydistribution thereof, only nor with any present intention of distributing the number Shares, but subject, nevertheless, to any requirement of shares law that the disposition of Common Stock as described opposite its name on Exhibit Athe Investor's property shall at all times be within the Investor's control, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related without prejudice to the price Investor's right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Common Stock (other than a broad-based market basket Securities Act or index), or otherwise, under an exemption from said registration available under the Securities Act. (b) It has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) It is a validly existing partnership, limited liability company, trust or corporation, as the case may be, duly organized under the laws of its jurisdiction of organization or formation. (d) It has been duly and validly authorizedtaken all action necessary for the authorization, executedexecution, delivery, and delivered performance of this Agreement and its obligations hereunder, and, upon execution and delivery by such Investorthe Company, and constitutes a this Agreement shall constitute the valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as that such enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (e) There are no claims for brokerage commissions or finder's fees or similar laws generally affecting compensation in connection with the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute transactions contemplated by this Agreement based on any arrangement made by or on behalf of itself such Investor and such Investor agrees to indemnify and hold the applicable Investor associated with Company harmless against any costs or damages incurred as a result of any such claim. (f) It has such knowledge and experience in financial and business matters that signatory’s nameit is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bind bear the economic risk of such Investor investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms conditions of this Agreement and the purchase of the Shares contemplated hereby. It is a "qualified institutional buyer" within the meaning of Rule 144A(a) of the Securities Act or an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. (eg) It understands that the executionShares have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares must continue to be held by such Investor unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Investor understands that the exemptions from registration afforded by Rule 144 of the Securities Act (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 of the Securities Act may afford the basis for sales only in limited amounts. (h) Except such consents, approvals and filings, the failure to obtain or make would not, individually or in the aggregate, have a material adverse effect on the ability of the Investor to consummate the transactions contemplated by this Agreement, and except for any filing by WP of a Notification and Report Form under the HSR Act, the execution and delivery by it of this Agreement and the performance by such Investor of its obligations hereunder and the consummation by such Investor of the transactions contemplated hereby do not require such Investor to obtain any consent, approval, clearance or action of, or make any filing, submission or registration with, or give any notice to, any governmental authority or judicial authority. (i) The execution and delivery of this Agreement by such Investor does not do not, and the fulfillment of the terms hereof and thereof by such Investor will not not, (i) violate or conflict with its partnership agreement, trust agreement, the articles of incorporation, other constitutive documents or by-laws (ior other similar applicable documents) any lawof the Investor, rule, regulation, order, judgment, or decree applicable to it, or as applicable; (ii) result in a breach of any breach of the terms, conditions or violation of provisions of, or constitute a default (with or an event that with without the giving of notice or lapse the passage of time (or both could become a defaultboth)) under or pursuant tounder, or result in the loss of a material benefit undermodification of, or give any right permit the acceleration of termination, amendment, acceleration rights under or cancellation termination of, any organizational document, agreement, contract, commitment, understanding, or arrangement material contract to which such Investor is a party or (iii) violate any law, ordinance, standard, judgment, rule or regulation of any court or federal, state or foreign regulatory board or body or administrative agency having jurisdiction over such Investor or over its respective properties or businesses; except, in the cases of clauses (ii) and (iii) where such event would not be reasonably likely to have a material adverse effect on the Investor's ability to consummate the transactions contemplated by which it this Agreement. (j) On the date of this Agreement, the Investor (1) is boundnot an "interested stockholder" within the meaning of Section 203(c)(5) of the DGCL or (2) has been an "interested stockholder" for a period of more than three years preceding the date of this Agreement.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock and Series A Preferred Shares as described opposite its name on Exhibit A, A and Exhibit A includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock and Series A Preferred Shares in which the Investor has Investors have any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), agreements or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates Representatives acting on its behalf to comply with the terms of this Agreement Agreement, and (e) to the actual knowledge of each Investor, the execution, delivery delivery, and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, understanding or arrangement to which such Investor is a party or by which it is bound.. ||

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally The Investor represents and warrants to the Company that as follows: (a) as It is acquiring the Shares for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Shares, but subject, nevertheless, to any requirement of law that the disposition of the date hereof, such Investor beneficially owns, directly or indirectly, only Investor's property shall at all times be within the number of shares of Common Stock as described opposite its name on Exhibit AInvestor's control, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related without prejudice to the price Investor's right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Common Stock (other than a broad-based market basket Securities Act or index), or otherwise, under an exemption from said registration available under the Securities Act. (b) It has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) It is a validly existing corporation, duly organized under the laws of Delaware. (d) It has been duly and validly authorizedtaken all action necessary for the authorization, executedexecution, delivery, and delivered performance of this Agreement and its obligations hereunder, and, upon execution and delivery by such Investorthe Company, and constitutes a this Agreement shall constitute the valid and binding obligation and agreement of such the Investor, enforceable against such the Investor in accordance with its terms, except as that such enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (e) There are no claims for brokerage commissions or finder's fees or similar laws generally affecting compensation in connection with the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute transactions contemplated by this Agreement based on any arrangement made by or on behalf of itself the Investor and the applicable Investor associated with agrees to indemnify and hold the Company harmless against any costs or damages incurred as a result of any such claim. (f) It has such knowledge and experience in financial and business matters that signatory’s nameit is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bind bear the economic risk of such Investor investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms conditions of this Agreement and (e) the execution, delivery and performance purchase of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundShares contemplated hereby.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor represents and warrants to each other Party, solely with respect to itself, that on the Company that date such Investor became a party to this Agreement: (a) as If such Investor is an entity, it is duly organized and validly formed under the laws of the date hereof, such Investor beneficially owns, directly or indirectly, only the number jurisdiction of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, organization. (b) Such Investor has the full right, power and authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. (c) The execution and delivery by it of this Agreement and the performance by such Investor of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on its part and does not require any corporate or other action on the part of any trustee or beneficial or record owner of any equity interest in such Investor, other than those that have been obtained and are in full force and effect. (d) This Agreement has been duly and validly authorized, executed, executed and delivered (or is deemed to have been duly executed and delivered) by such InvestorInvestor and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency and other laws of general applicability relating to or similar laws generally affecting the creditors’ rights of creditors and subject to general equity principles, principles of equity. (ce) The execution and delivery (or deemed execution and delivery) by such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does of its obligations under this Agreement do not and will not conflict with, result in a breach of or violate any provision of, or conflict with require the consent or approval of any Person (iexcept for any such consents or approvals which have been obtained) any under applicable law, ruleany trust instrument, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement any contract or agreement to which such Investor is a party. (f) Such Investor has not granted or become a party to, and shall not grant or by become a party to any proxy, voting trust or other agreement which it is boundinconsistent with, conflicts with or violates any provision of this Agreement or would otherwise frustrate or limit the ability of such Investor to comply with its obligations hereunder. (g) As of the date of this Agreement, other than this Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements in effect pursuant to which such Investor has a contractual obligation with respect to the voting or Transfer of any Common Shares or that are otherwise inconsistent with or conflict with any provision of this Agreement.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfthe ---- ----------------------------------------------- Investors represents and warrants, severally represents and warrants not jointly, to Holding and Newco and to the Company that other Investors that: (a) as The execution and delivery by such Investor of this Agreement and the documents contemplated hereby, the performances by such Investor of its, his or her obligations hereunder and thereunder and the consummations by such Investor of the date hereof, transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit AInvestor, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery thereof by Holding and Newco, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws generally affecting the rights enforcement of creditors rights generally and subject to by the effect of general principles of equity principles, (cregardless of whether enforcement is considered in a proceeding in equity or in law). (b) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the The execution, delivery and performance by such Investor of this Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby and thereby does not and will not violate not, with or conflict with without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule, regulation, order, judgment, rule or decree regulation applicable to itsuch Investor or its, his or her respective properties or assets; (ii) result violate the provisions of the constituent organizational documents or other governing instruments applicable to such Investor, as amended to date; or (iii) violate any judgment, decree, order or award of any court, governmental or quasi- governmental agency or arbitrator applicable to such Investor or its, his or her respective properties or assets. (c) Such Investor (i) is an "accredited investor" within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), (ii) -------------- is experienced in any breach evaluating and investing in private placement transactions of securities of companies in a similar stage of development and acknowledges that he, she or violation it is able to fend for himself, herself or itself, can bear the economic risk of the Investor's investment in Holding, and has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Holding Class B Common Stock and can afford a complete loss of its, his or constitute her investment, (iii) if other than an individual, has not been organized for the purpose of acquiring the Holding Class B Common Stock, (iv) understands that no public market now exists for the Holding Class B Common Stock and there is no assurance that a default pubic market will ever exist for the Holding Class B Common Stock and (v) understands that the Holding Class B Common Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an event exemption therefrom, and that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss absence of a material benefit underan effective registration statement covering the Holding Class B Common Stock or an available exemption from registration under the Securities Act, the Holding Class B Common Stock must be held indefinitely. (d) Such Investor's, together with its Affiliates' (as defined in the Merger Agreement), total beneficial ownership of shares of outstanding CBRE Common Stock as of the date hereof is accurately set forth opposite such Investor's name on Schedule I hereto, and each of such shares when transferred and delivered to Holding will be free and clear of all Liens. (e) Such Investor has no plan or give any right intention to transfer its shares of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundHolding Class B Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents The Investors hereby represent and warrants warrant to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit ACompany, and Exhibit A includes all Affiliates and Associates of any Investor acknowledge that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) is entering into this Agreement has been duly and validly authorizedin reliance thereon, executedas follows: 4.1 This Agreement, when executed and delivered by such Investorthe Investors, will constitute a valid, binding, and constitutes a valid and binding enforceable obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors. 4.2 Each Investors shall use is a “US accredited investor (a “US person”), as that term is defined in Regulation §230.501 under Securities Act of 1933, as amended; (the “Securities Act”) and has such business and financial experience as is required to protect its commercially reasonable efforts own interests in connection with its decision to cause its respective Affiliates enter this Agreement. 4.3 The Investor understands, acknowledge and Associates agree that the Warrant Shares and the Loan Shares (as defined in Section 3.6)have not been registered under the Securities Act and may not be offered or sold in the United States or to comply U.S. persons unless such shares are registered under the Securities Act and applicable state securities laws, or an exemption from the registration requirements of the Securities Act and such state securities laws is available. The Investors understand that the certificate evidencing the Warrant Shares and the Loan Shares will be imprinted with a legend in substantially the terms following form: “The Shares represented by this Certificate have not been registered under the United States Securities Act of 1933. The Shares have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for these Shares under the United States Securities Act of 1933, or an opinion of NUR Macroprinters Ltd’s counsel, that registration is not required under the said Act.” 4.4 The execution of this Agreement does not, and (e) the executionconsummation of the transactions contemplated hereby and compliance by the Investors with the provisions hereof, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any conflict with, breach of, or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give rise to any right of termination, amendment, cancellation or acceleration or cancellation ofthe loss of any benefit) under any of the terms, conditions or provisions of any organizational document, material agreement, contract, commitment, understanding, permit or arrangement other instrument or obligation to which such Investor is the Investors are a party party, or by which it the Investors or any of their properties or assets may be bound or (ii) violate any law or order applicable to them or any of their properties or assets having an adverse material effect on the Investors. No consent or approval by any governmental authority is boundrequired in connection with the execution by the Investors of this Agreement or the consummation by the Investors of the transactions contemplated hereby except for such actions, consents or approvals as will be obtained as of the Closing. 4.5 The Investor understands and acknowledges that the participation at the Closing by any party defined by the Israeli Companies Law, 5759-1999 (the “Law”) as a controlling shareholder of the Company (“Controlling Shareholder”) shall require the approval of the Shareholders of the Company by a special majority as more particularly set out in the Law and that without such approval a Controlling Shareholder will be prohibited from participating as herein set forth. 4.6 Each representation and warranty herein is deemed to be made on the date of this Agreement, and shall survive and remain in full force and effect at the Closing.

Representations and Warranties of the Investors. 43 [Each Investor, on behalf of itselfthe Investors, severally represents and warrants not jointly,][The Investor][ hereby represent[s] and warrant[s] to the Company that as follows44: Organization, Standing, and Power. Each such Investor which is not an individual (aan “Entity Investor”) is a limited partnership, limited liability company, or a corporation which has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of formation, organization, or incorporation, as the case may be, and has the requisite power an authority to own, lease, operate and otherwise hold its properties and assets and to carry on its business as it is now being conducted. Authority; Due Execution. Each such Entity Investor has all the requisite power and authority to execute and deliver, and to perform its obligations hereunder and to consummate the Investment Transaction contemplated by, this Agreement. The execution, delivery, and performance by each such Entity Investor of this Agreement and the other Transaction Documents to which they are a party, and the consummation of the date hereoftransactions contemplated hereby and thereby, such Investor beneficially ownsincluding the Investment Transaction, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has have been duly and validly authorizedauthorized by all necessary action on the part of each such Entity Investor. This Agreement and other Transaction Documents to which they are a party have been duly executed and delivered by each such Entity Investor and, executedassuming valid authorization, execution and delivery hereof by the Company and each other Investors to this Agreement, each will constitute a legal, valid and binding obligation of such Equity Investor enforceable against it in accordance with its terms (except to the extent enforceability may be limited by the Bankruptcy and Equity Exceptions). Each such Investor which is an individual has the full legal capacity to execute and deliver, and to perform its obligations hereunder and to consummate the Investment Transaction contemplated by this Agreement. This Agreement and the other Transaction Documents to which they are a party have been duly executed and delivered by such Investornon-Entity Investor and, assuming valid authorization, execution and delivery hereof by the Company, and constitutes each other Investors to this Agreement, will constitute a legal, valid and binding obligation and agreement of such Investor, Investor enforceable against such Investor it in accordance with its terms, terms (except as enforcement thereof to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors Bankruptcy and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundEquity Exceptions).

Representations and Warranties of the Investors. Each InvestorInvestor represents that it is an "accredited investor" as such term is defined in Rule 501 under the Securities Act of 1933, on behalf of itself, severally as amended (the "Securities Act"). Each Investor represents and warrants to the Company that it is purchasing the Securities for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration or an available exemption under applicable law. Each such Investor acknowledges that its respective Securities have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or an exemption from such registration is available. Each of the Investors, hereby further represents, warrants and covenants to the Company and to the Founders as follows: (a) as of the date hereof, such Investor beneficially ownshas full authority and power under its charter, directly by-laws, governing partnership agreement or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right comparable document to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, enter into this Agreement; (b) this Agreement has been duly and validly authorized, executed, and delivered by such Investor, and constitutes a the valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws of general application affecting enforcement of creditors' rights and (ii) general principles of equity that restrict the availability of equitable remedies (provided, fraudulent conveyancehowever, or similar laws generally affecting that the rights limitations described in this clause (ii) should not prevent the practical realization of creditors the benefits intended by this Agreement); and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor of this Agreement: (i) does not and will not violate any laws, rules or conflict with (i) regulations of the United States or any law, rule, regulation, order, judgmentstate or other jurisdiction applicable to such Investor, or decree applicable require such Investor to itobtain any approval, consent or waiver of, or to make any filing with, any person that has not been obtained or made; and (ii) does not and will not result in any a breach or violation of or of, constitute a default (or an event that with notice or lapse of time or both could become a default) under, accelerate any obligation under or pursuant to, or result in the loss of give rise to a material benefit under, or give any right of termination, amendment, acceleration termination of any indenture or cancellation of, loan or credit agreement or any organizational document, other agreement, contract, commitmentinstrument, understandingmortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arrangement arbitration award to which such Investor is a party or by which it the property of such Investor is boundbound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of such Investor.

Representations and Warranties of the Investors. (a) Each Investor, on behalf of itself, severally Investor represents and warrants to the Company that (a) as it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the date hereofinvestment contemplated by this Agreement and making an informed investment decision with respect thereto. Each Investor represents that it is an "accredited investor" as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the "Securities Act"). Each Investor represents to the Company that it is purchasing the Convertible Preferred Shares for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration or an available exemption under applicable law. Such Investor beneficially owns, directly acknowledges that its respective Convertible Preferred Shares have not been registered under the Securities Act or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates securities laws of any Investor that own state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any securities of the Company beneficially applicable state laws or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, exemption from such registration is available. (b) Each Investor has full right, authority and power under its governing partnership agreement to enter into this Agreement has been duly and validly authorizedeach agreement, executed, document and instrument to be executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor pursuant to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of or as contemplated by this Agreement and (e) to carry out the transactions contemplated hereby and thereby, and the execution, delivery and performance by such Investor of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action under such Investor's governing partnership agreement. This Agreement and each agreement, document and instrument executed and delivered by each Investor does pursuant to or as contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of each of the Investors enforceable in accordance with their respective terms. The execution, delivery and performance by each Investor of this Agreement and each such other agreement, document and instrument, and the performance of the transactions contemplated hereby and thereby do not and will not violate or not: (A) violate, conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or whether after the giving of notice, lapse of time or both could become a defaultboth) under any contract or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement obligation to which such any Investor is a party or by which it or its assets are bound, or cause the creation of any encumbrance upon any of the assets of any Investor; (B) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to such Investor; (C) require from such Investor any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (D) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which any Investor is a party or by which such Investor is bound. (c) Each Investor represents that there are no claims for investment banking fees, brokerage commissions, finder's fees or similar compensation (exclusive of professional fees to lawyers and accountants) in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of such Investor.

Representations and Warranties of the Investors. Each Investor hereby, as to itself only and for no other Investor, on behalf of itself, severally represents and warrants to the Company that as follows: (a) as Organization; Authority. Such Investor is an entity duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction of its organization with the requisite corporate, partnership or other power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The purchase by such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or Securities hereunder has been duly authorized by all necessary action on the part of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this such Investor. This Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, Investor and constitutes a the valid and binding obligation and agreement of such Investor, enforceable against such Investor it in accordance with its terms, except as enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganizationreorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally, moratoriumand (ii) the effect of rules of law governing the availability of specific performance and other equitable remedies. (b) No Public Sale or Distribution; Investment Intent. Such Investor is (i) acquiring the Common Shares and the Warrants and (ii) upon exercise of the Warrants will acquire the Warrant Shares issuable upon exercise thereof, fraudulent conveyancein the ordinary course of business for its own account and not with a view towards, or similar laws generally affecting for resale in connection with, the rights of creditors public sale or distribution thereof, except pursuant to sales registered under the Securities Act or under an exemption from such registration and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself in compliance with applicable federal and the applicable Investor associated with that signatory’s namestate securities laws, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not have a present arrangement to effect any distribution of the Securities to or through any person or entity; provided, however, that by making the representations herein, such Investor does not agree to hold any of the Securities for any minimum or other specific term and will reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (c) Investor Status. At the time such Investor was offered the Securities, it was, and at the date hereof it is, an "accredited investor" as defined in Rule 501(a) under the Securities Act or a "qualified institutional buyer" as defined in Rule 144A(a) under the Securities Act. Such Investor is not violate a registered broker dealer registered under Section 15(a) of the Exchange Act, or conflict a member of the NASD, Inc. or an entity engaged in the business of being a broker dealer. Except as otherwise disclosed in writing to the Company on Exhibit B-2 (attached hereto) on or prior to the date of this Agreement, such Investor is not affiliated with any broker dealer registered under Section 15(a) of the Exchange Act, or a member of the NASD, Inc. or an entity engaged in the business of being a broker dealer. (d) Experience of Such Investor. Such Investor, either alone or together with its representatives has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Investor understands that it must bear the economic risk of this investment in the Securities indefinitely, and is able to bear such risk and is able to afford a complete loss of such investment. (e) Access to Information. Such Investor acknowledges that it has reviewed the Disclosure Materials and has been afforded: (i) any lawthe opportunity to ask such questions as it has deemed necessary of, ruleand to receive answers from, regulation, order, judgment, or decree applicable to it, or representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) result in access to information (other than material non-public information) about the Company and the 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 make an informed investment decision with respect to the investment. Neither such inquiries nor any breach other investigation conducted by or violation on behalf of such Investor or constitute a default (its representatives or an event that with notice counsel shall modify, amend or lapse affect such Investor's right to rely on the truth, accuracy and completeness of time or both could become a default) under or pursuant to, or result the Disclosure Materials and the Company's representations and warranties contained in the loss Transaction Documents. Such Investor acknowledges receipt of a material benefit under, copies of the SEC Reports. (f) No Governmental Review. Such Investor understands that no United States federal or give state agency or any right other government or governmental agency has passed on or made any recommendation or endorsement of termination, amendment, acceleration the Securities or cancellation of, any organizational document, agreement, contract, commitment, understanding, the fairness or arrangement to which suitability of the investment in the Securities nor have such Investor is a party authorities passed upon or by which it is boundendorsed the merits of the offering of the Securities.

Representations and Warranties of the Investors. Each Investor hereby, for itself and for no other Investor, on behalf of itself, severally represents and warrants to the Company that as follows: (a) as Organization; Authority. Such Investor is an entity duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party or a signatory and otherwise to carry out its obligations thereunder. The execution, delivery and performance by such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) transactions contemplated by this Agreement has been duly and validly authorizedauthorized by all necessary corporate or, executedif such Investor is not a corporation, and delivered such partnership, limited liability company or other applicable like action, on the part of such Investor. Each Transaction Document executed by such Investor has been duly executed by such Investor, and constitutes a when delivered by such Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation and agreement of such Investor, enforceable against such Investor it in accordance with its terms, except as enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, liquidation or similar laws relating to, or affecting generally affecting the enforcement of, creditors’ rights and remedies or by other equitable principles of creditors general application. (b) Investment Intent. Such Investor is acquiring the Securities issuable to it under the Transaction Documents as principal for its own account and subject not with a view to general equity principlesor for distributing or reselling such Securities or any part thereof, without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is acquiring the Securities hereunder in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. (c) such Investor Status. Such Investor is not a registered broker-dealer under Section 15 of the Exchange Act. Such Investor has such experience in business and financial matters that it is capable of evaluating the authority to execute this Agreement on behalf merits and risks of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result investment in the loss Securities. Such Investor acknowledges that an investment in the Securities is speculative and involves a high degree of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which risk. If such Investor is a party or by which U.S. Investor, at the time such Investor was offered the Securities, it is boundwas, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act, and such Investor has completed and executed the U.S. Accredited Investor Certificate attached as Appendix B to this Agreement.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, the Investors severally represents and warrants to the Company that Partnership as follows: (a) as of It is acquiring the date hereofPurchased Units for its own account for investment and not with a view towards the resale, such Investor beneficially owns, directly transfer or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock distribution thereof (other than with respect to a broad-based market basket or indextransfer to an Affiliate thereof), nor with any present intention of distributing the Purchased Units, but subject, nevertheless, to any requirement of law that the disposition of the Investors’ property shall at all times be within the Investors’ control, and without prejudice to the Investors’ right at all times to sell or otherwise, otherwise dispose of all or any part of such securities under a registration under the Securities Act or under an exemption from said registration available under the Securities Act. (b) this Agreement It has been full power and legal right to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder. (c) It is a validly existing corporation, limited liability company or limited partnership, duly and validly authorizedorganized under the laws of its jurisdiction of organization. (d) It has taken all action necessary for the authorization, executedexecution, delivery, and delivered performance of the Transaction Documents to which it is a party and its obligations thereunder, and, upon execution and delivery by such Investorthe Partnership, and constitutes the Transaction Documents to which it is a party shall constitute the valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as that such enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and general principles of equity. (e) There are no claims for brokerage commissions or finder’s fees or similar laws generally affecting compensation in connection with the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute transactions contemplated by this Agreement based on any arrangement made by or on behalf of itself such Investor and such Investor agrees to indemnify and hold the Partnership and the applicable Investor associated with other Investors harmless against any costs or damages incurred as a result of any such claim. (f) It has such knowledge and experience in financial and business matters that signatory’s nameit is capable of evaluating the merits and risks of its investment in the Partnership as contemplated by this Agreement, and is able to bind bear the economic risk of such Investor investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Partnership concerning the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms conditions of this Agreement and the purchase of the Purchased Units contemplated hereby. (eg) It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundSecurities Act.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock and Series A Preferred Shares as described opposite its name on Exhibit A, A and Exhibit A includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock and Series A Preferred Shares in which the Investor has Investors have any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), agreements or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates Representatives acting on its behalf to comply with the terms of this Agreement Agreement, and (e) to the actual knowledge of each Investor, the execution, delivery delivery, and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, understanding or arrangement to which such Investor is a party or by which it is bound.

Representations and Warranties of the Investors. Each Investor hereby, for itself and for no other Investor, on behalf of itself, severally represents and warrants to the Company that as follows: (a) as Organization; Authority. Such Investor is an entity duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction of its organization with the requisite corporate, partnership or other power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations thereunder. The execution, delivery and performance by such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) transactions contemplated by this Agreement has been duly and validly authorizedauthorized by all necessary corporate or, executedif such Investor is not a corporation, and delivered such partnership, limited liability company or other applicable like action, on the part of such Investor. Each of the Transaction Documents has been duly executed by such Investor, and constitutes a when delivered by such Investor in accordance with terms hereof, will constitute the valid and legally binding obligation and agreement of such Investor, enforceable against such Investor it in accordance with its terms, except as enforcement thereof such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, liquidation or similar laws relating to, or affecting generally affecting the enforcement of, creditors' rights and remedies, (ii) laws relating to the availability of creditors specific performance, injunctive relief or other equitable principles of general application or (iii) with respect to the indemnification provisions of the Registration Rights Agreement, public policy. (b) Investment Intent. Such Investor is acquiring the Securities as principal for its own account and subject not with a view to general equity principlesor for distributing such Securities or any part thereof in violation of applicable federal and state securities laws; provided, however that such representation is made without prejudice to such Investor's right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. (c) Investor Status. At the time such Investor has was offered the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s nameSecurities, it was, and to bind such at the date hereof it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Investor to is not a registered broker-dealer under Section 15 of the terms hereof, Exchange Act. (d) each Reliance on Exemptions. Such Investor understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Investor's compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Investors shall use its commercially reasonable efforts Investor set forth in this Section 3.2 in order to cause its respective Affiliates determine the availability of such exemption and Associates the eligibility of the Investor to comply with acquire the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundSecurities.

Representations and Warranties of the Investors. Each Investorof the Investors, on behalf of with respect to itself, severally hereby represents and warrants to the Company that (a) other parties hereto as of follows: 5.1. It has the date hereof, such Investor beneficially owns, directly or indirectly, only full power and authority to execute and deliver this Agreement and to consummate the number of shares of Common Stock as described opposite its name on Exhibit Atransactions contemplated hereby, and Exhibit A includes all Affiliates the execution and Associates delivery of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has have been duly and validly authorized, executed, and delivered authorized by such Investor, and all necessary corporate action. This Agreement constitutes a the valid and binding obligation of it, and agreement of such Investor, subject to all applicable laws — it is enforceable against such Investor it in accordance with its respective terms. 5.2. It and each of its subsidiaries is duly organized, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, validly existing and in good standing under the laws of the country of its organization or similar laws generally affecting incorporation. 5.3. Neither the rights execution and delivery of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf nor performance by it of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each will conflict with, or result in a breach or violation of, any of the Investors shall use terms, conditions and provisions of: (i) any of its commercially reasonable efforts corporate documents, (ii) any judgment, order, injunction, decree, or ruling of any court or governmental authority, domestic or foreign, to cause its respective Affiliates and Associates which it is subject, (iii) any agreement, contract, lease, license or commitment to comply with the terms of this Agreement and which it is party or to which it is subject, or (eiv) the applicable laws. Such execution, delivery and performance will not require the consent or approval of any Person, which consent or approval has not heretofore been obtained or which will be obtained by the Closing. 5.4. Without derogating from the representations and warranties made by the Companies herein, and the right of the Investors to rely thereon, it represents that based on the information provided by the Companies, it has been furnished with all information it has requested and/or all such information has been made available to it, and that it has been afforded the opportunity to ask questions of officers or other representatives of the Companies concerning the business of the Companies. For the avoidance of doubt, the parties acknowledge that the inclusion of any reference to any of the agreements and/or transactions and/or information and/or materials in any of the exhibits to the Agreement (the “Disclosed Matters”) shall not constitute any exception to the representations and/or warranties made by the Company in the Agreement unless, with regard to any particular exhibit, this Agreement states explicitly that the contents of such exhibit constitute an exception to a specific warranty and/or representation of the Company. It understands that making the Investment and the purchase of the Shares involves substantial risk. It has experience as an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risks of such investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of this investment in the Shares and protecting its own interests in connection with this investment. The Investors are experienced investors and have reviewed and inspected all of the data and information provided to it by the Company in connection with this Agreement by and has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of such Investor does an investment, and of investing, in the Company. The Investors can bear the risk of its investment hereunder and a complete loss thereof. The Investors are “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the U.S. Securities Act of 1933, as amended. 5.5. It is purchasing the Shares for investment purposes only. The Investors understand that the Shares to be purchased hereby, have not been, and will not violate or conflict with (i) any lawbe, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) registered under or pursuant to, or result in the loss Securities Act by reason of a material benefit underspecific exemption from the registration provisions of the Securities Act, or give any right the availability of terminationwhich depends upon, amendmentamong other things, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundthe bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, the Investors severally represents and warrants to the Company that as follows: (a) as It is acquiring the Shares and the Warrants (and will acquire the Warrant Shares) for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Shares or the Warrants (or the Warrant Shares), but subject, nevertheless, to any requirement of law that the disposition of the date hereof, such Investor beneficially owns, directly or indirectly, only Investors' property shall at all times be within the number of shares of Common Stock as described opposite its name on Exhibit AInvestors' control, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related without prejudice to the price Investors' right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Common Stock (other than a broad-based market basket Securities Act or index), or otherwise, under an exemption from said registration available under the Securities Act. (b) It has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) It has been duly and validly authorizedtaken all action necessary for the authorization, executedexecution, delivery, and delivered performance of this Agreement and its obligations hereunder, and, upon execution and delivery by such Investorthe Company, and constitutes a this Agreement shall constitute the valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as that such enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (d) There are no claims for brokerage commissions or finder's fees or similar laws generally affecting compensation in connection with the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute transactions contemplated by this Agreement based on any arrangement made by or on behalf of itself such Investor and such Investor agrees to indemnify and hold the applicable Investor associated with Company harmless against any costs or damages incurred as a result of any such claim. (e) It has such knowledge and experience in financial and business matters that signatory’s nameit is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bind bear the economic risk of such Investor investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms conditions of this Agreement and (e) the executionpurchase of the Shares, delivery the Warrants and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundWarrant Shares contemplated hereby.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor hereby represents and warrants to the Company that Issuer, solely as to itself and not with respect to any other Investor, that: (a) as Such Investor is duly organized, validly existing and in good standing under the laws of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, and delivered by such Investor, and constitutes a valid and binding obligation and agreement jurisdiction of such Investor, enforceable against ’s organization. Such Investor has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of such Investor enforceable in accordance with its terms, terms and conditions (except as enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws Laws affecting creditors’ rights generally affecting and by general equitable principles). (b) Neither the rights of creditors execution and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms delivery of this Agreement and (e) nor the execution, delivery and performance consummation of this Agreement by such Investor does not and the transactions contemplated hereby will not violate or conflict with (i) violate any lawLaw or other restriction of any Governmental Authority to which such Investor is subject or, ruleif applicable, regulation, order, judgment, or decree applicable to it, any provision of such Investor’s governing documents or (ii) conflict with, result in any a breach or violation of or of, constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant tounder, or result in the loss of a material benefit underacceleration of, create in any Person the right to accelerate, terminate, modify, or give cancel, or require any right of termination, amendment, acceleration or cancellation of, notice under any organizational document, agreement, contract, commitmentlease, understandinglicense, instrument, or other arrangement to which such Investor is a party or by which it is boundbound or to which any of such Investor’s assets is subject, except as would not adversely affect the ability of Investor to perform its obligations hereunder. Such Investor is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated hereby, except as may be necessary as a result of any facts or circumstances relating solely to such Issuer or any other Investor on the date hereof. (c) Such Investor beneficially owns all of the Dial Global Interests set forth opposite such Investor’s name on Schedule A attached hereto. All such Dial Global Interests are, and when transferred to Issuer pursuant to the Exchange will be, free and clear of any and all restrictions on transfer (other than any restrictions under the Securities Act and state securities Laws), taxes, options, warrants, purchase rights, contracts, commitments, equities, claims, demands or liens. Other than, in the case of Gores, the Amended and Restated Investor Rights Agreement, dated October 21, 2011, by and among Gores, Dial Global and certain other Persons party thereto, such Investor is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any Dial Global Interests. (d) Such Investor is an “accredited investor” as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”). (e) Such Investor has such knowledge, experience and skill in evaluating and investing in securities, based on actual participation in financial, investment and business matters, so that such Investor is capable of evaluating the merits and risks of an investment in the Issuer Units and has such knowledge, experience and skill in financial and business matters that such Investor is capable of evaluating the merits and risks of the investment in Issuer and the suitability of the Issuer Units as an investment and can bear the economic risk of an investment in the Issuer Units. No guarantees have been made or can be made with respect to the future value, if any, of the Issuer Units, or the profitability or success of Issuer’s business. (f) Such Investor is acquiring the Issuer Units for such Investor’s own account, not as a nominee or agent, with the present intention of holding such securities for purposes of investment, and not with a view to the sale or distribution of any part thereof, and that such Investor has no intention of selling, granting any participation in, or otherwise distributing such securities in a public distribution in violation of the federal securities Laws or any applicable state securities Laws. (g) Such Investor understands and acknowledges that the offering of the Issuer Units pursuant to this Agreement will not be registered under the Securities Act and the rules and regulations promulgated thereunder on the grounds that the offering and sale of the Issuer Units contemplated by this Agreement are exempt from registration pursuant to Section 4(2) of the Securities Act, and that Issuer’s reliance upon such exemption is predicated upon such Investor’s representations set forth in this Agreement. Such Investor further understands that no public market now exists for any of the securities issued by Issuer and that Issuer has not made any assurances that a public market will ever exist for its securities. (h) Each certificate or instrument representing the Issuer Units, if certificates representing the Units are issued, shall be imprinted with a legend in substantially the following form: “THE UNITS REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON , HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR STATE ACTS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE TRANSFER OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN AN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF , 2013, AS AMENDED AND MODIFIED FROM TIME TO TIME, GOVERNING THE ISSUER (THE “COMPANY”). A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

Representations and Warranties of the Investors. (a) Each InvestorInvestor represents to the Company and the Shareholders that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated by this Agreement and making an informed investment decision with respect thereto. Each Investor represents that it is an "accredited investor" as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the "Securities Act"). Each Investor represents to the Company and the Shareholders that it is purchasing the Convertible Shares for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration or an available exemption under applicable law. Such Investor acknowledges that its respective Convertible Shares have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or exemption from such registration is available. (b) Each Investor has full right, authority and power under its governing partnership agreement to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly pursuant to or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, and delivered contemplated by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) to carry out the transactions contemplated hereby and thereby, and the execution, delivery and performance by such Investor of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action under such Investor's governing partnership agreement. This Agreement and each agreement, document and instrument executed and delivered by each Investor does pursuant to or as contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of each of the Investors enforceable in accordance with their respective terms. The execution, delivery and performance by each Investor of this Agreement and each such other agreement, document and instrument, and the performance of the transactions contemplated hereby and thereby do not and will not violate or not: (A) violate, conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or whether after the giving of notice, lapse of time or both could become a defaultboth) under any contract or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement obligation to which such any Investor is a party or by which it or its assets are bound, or cause the creation of any encumbrance upon any of the assets of any Investor; (B) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to such Investor; (C) require from such Investor any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (D) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which any Investor is a party or by which such Investor is bound. (c) Each Investor represents that there are no claims for investment banking fees, brokerage commissions, finder's fees or similar compensation (exclusive of professional fees to lawyers and accountants) in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of such Investor.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfseverally and not jointly, severally hereby represents and warrants to the Company that (a) as of the representations and warranties set forth in this Article 3 are true and correct on the date hereof, such of this Agreement. 3.1 Organization Such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of (other than any Investor that own who is a natural person) is duly organized, validly existing and (if the concept is applicable) in good standing under the laws of its jurisdiction of organization, has the requisite power and authority to own, operate and lease its properties and to carry on its business as it is now being conducted. Such Investor (other than any securities of the Company beneficially or of record and reflects all shares of Common Stock Investor who is a natural person) is duly qualified to do business in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification necessary, except where the failure to be so qualified would not adversely affect the ability of such Investor to consummate the Transaction or result in material penalties. 3.2 Authority Relative to this Agreement Such Investor has any right all necessary power and authority to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related enter into this Agreement and to the price of the Common Stock carry out its obligations under this Agreement. The execution and delivery by such Investor (other than any Investor who is a broad-based market basket or index), or otherwise, (bnatural person) of this Agreement and the consummation of the Transaction have been duly authorized and all other proceedings on the part of such Investor necessary to authorize this Agreement and the Transaction have been taken. This Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance. If such Investor is married and such Investor’s Shares constitute community property, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute spousal or other approval is otherwise required for this Agreement on behalf of itself to be legal, valid and the applicable Investor associated with that signatory’s namebinding, this Agreement has been authorized, executed and delivered by, and to bind such Investor to the terms hereofconstitutes a legal, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates valid and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation binding obligation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to such Investor’s spouse. No trust of which such Investor is a party or by which it is boundtrustee requires the consent of any beneficiary thereof to the execution and delivery of this Agreement.

Representations and Warranties of the Investors. Each Investorof the Investors hereby severally, on behalf of itselfand not jointly, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock hereof and as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related Closing Date to the price Company as follows: (a) Such Investor is duly organized and validly existing and in good standing under the laws of the Common Stock (other than a broad-based market basket or index)its state of formation, or otherwise, with all necessary power and authority to own properties and to conduct its business as currently conducted. (b) this Agreement Such Investor has all necessary legal power and authority to enter into, deliver and perform its obligations under the Related Agreements. The execution, delivery and performance of the Related Agreements by such Investor and the consummation by it of the transactions contemplated thereby have been duly and validly authorizedauthorized by all necessary legal action, executed, and no further consent or authorization of such Investor is required. Each of the Related Agreements has been duly executed and delivered by such Investor, where applicable, and constitutes a legal, valid and binding obligation and agreement obligations of such Investor; provided, enforceable against that, with respect to each such Investor in accordance with its termsagreement, except as enforcement the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally affecting the rights and by general principles of creditors and subject to general equity principles, (regardless of whether such principles are considered in a proceeding in equity or at law). (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the The execution, delivery and performance of this Agreement the Related Agreements by such Investor does not and the consummation by such Investor of the transactions contemplated thereby will not violate or (d) conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any a breach or violation of any of the terms or provisions of, or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement material agreement to which such Investor is a party or by which it such Investor is boundbound or to which any of the property or assets of such Investor is subject, (e) conflict with or result in any violation of the provisions of the organizational documents of such Investor, or (f) violate any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over such Investor or the property or assets of such Investor, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults would not prevent the consummation of the transactions contemplated by the Related Agreements. (d) It is either (i) a Qualified Institutional Buyer or (ii) an Institutional Accredited Investor. (e) It is acquiring the Preferred Securities for its own account, for investment purposes only and not with a view to any distribution thereof that would not otherwise comply with the Securities Act. (f) It understands that (i) the Preferred Securities have not been registered under the Securities Act and the Preferred Securities are being issued by the Company in transactions exempt from the registration requirements of the Securities Act and (ii) all or any part of the Preferred Securities may not be offered or sold except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable state laws. (g) It understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to it) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (h) It did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to it, except as otherwise provided for in this Agreement. (i) The Investors are not and are not using the assets of (i) an employee benefit plan as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or any entity whose underlying assets are treated as assets of such employee benefit plans, or (ii) a “plan” as defined in Section 4975(e)(1) of the Code, or an entity whose underlying assets are treated as the assets of such plan. (j) It has sufficient knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of having invested in, the Preferred Securities. (k) Each of the Investors is a citizen of the United States within the meaning of 46 U.S.C. Sec. 50501 (a “U.S. Citizen”). (l) Such Investor understands that the Preferred Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the applicability of such exemptions and the suitability of such Investor to acquire the Preferred Securities.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfindividually and not jointly with any other Investor, severally represents and warrants to the Company that as set forth in this Section 3: (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Each Investor has any right full legal capacity, power and authority to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) execute and deliver this Agreement has and to perform its obligations hereunder. This Agreement and each Note purchased by the applicable Investor, when executed and delivered, will have been duly authorized by the applicable Investor and validly authorized, executed, and delivered by such Investor, and constitutes a will be valid and binding obligation and agreement agreements of such the applicable Investor, enforceable against such Investor in accordance with its their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws generally relating to or affecting the rights and remedies of creditors or by general equitable principles. (b) Neither the issue and subject to general equity principlessale of the Notes, (c) such Investor has the authority to execute this Agreement on behalf issuance of itself and the Conversion Shares nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereofpursuant to, (di) each the organizational documents of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with applicable Investor, (ii) the terms of this Agreement and any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the applicable Investor is a party or bound or to which its property is subject, or (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (iiii) any statute, law, rule, regulation, order, judgment, order or decree applicable to itthe applicable Investor of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the applicable Investor or any of its properties. (iic) result in any breach Each Investor has not been formed solely for the purpose of making this investment and is purchasing the Note, and subsequent issuance of the Conversion Shares, for its own account for investment, not as a nominee or violation of or constitute agent, and not with a default (or an event that with notice or lapse of time or both could become a default) under or pursuant view to, or result for resale in connection with, any immediate distribution thereof. Each Investor has been advised that the Notes and the Conversion Shares have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Except as set forth in that certain Registration Rights Agreement by and between the Company and certain Investors listed therein, each Investor is aware that the Company is under no obligation to effect any such registration with respect to the Note or the Conversion Shares to file for or comply with any exemption from registration. Each Investor has such knowledge and experience in financial and business matters that the applicable Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. Each Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. (d) Each Investor has had an opportunity to receive all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Notes and Conversion Shares. Each Investor acknowledges receipt of copies of the SEC Documents (or access thereto via XXXXX). Neither such inquiries nor any other due diligence investigation conducted by the applicable Investor shall modify, limit or otherwise affect such Investor’s right to rely on the Company’s representations and warranties contained in this Agreement. (e) Each Investor acknowledges that it is not relying upon any person, firm or corporation in making its investment or decision to invest in the loss of a material benefit underCompany. Each Investor agrees that neither such Investor nor the respective controlling persons, officers, directors, partners, agents, or give employees of such Investor shall be liable to any right other Investor for any action heretofore or hereafter taken or omitted to be taken by any of termination, amendment, acceleration them in connection with the purchase of the Notes or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which the issuance of the Conversion Shares. (f) Each Investor understands that the Notes and the Conversion Shares are characterized as “restricted securities” under the Securities Act in as much as they are being acquired from the Company in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Investor represents that such Investor is a party or familiar with the provisions of Rule 144 promulgated under the Securities Act (“Rule 144”), as presently in effect, and understands the resale limitations imposed thereby and by which the Securities Act. Each Investor understands that no public market now exists for any of the Notes and that it is bounduncertain whether a public market will ever exist for the Notes. (g) The residency of each Investor (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on Schedule I hereto. (h) No Investor has engaged any brokers, finders or agents, and neither the Company nor any other Investor has, nor will, incur, directly or indirectly, as a result of any action taken by any other Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Note Documents or any of the transactions contemplated thereby. (i) Each Investor has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Note Documents. With respect to such matters, each Investor has relied, and will have relied, at each applicable Closing, solely on such advisors and not on the statements or representations of the Company or any of its agents, written or oral. Each Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Note Documents.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor hereby represents and warrants to the Company that as follows: (a) as Organization; Authority. If the Investor is an entity, the Investor is duly organized, validly existing and in good standing under the laws of the date hereof, jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The purchase by such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects Securities hereunder has been duly authorized by all shares of Common Stock in which necessary action on the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price part of the Common Stock (other than a broad-based market basket or index)Investor. In addition, or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, each Investor and constitutes a the valid and legally binding obligation and agreement of such the Investor, enforceable against such Investor it in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyancereorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally, or similar laws generally affecting by general principles of equity. (b) No Public Sale or Distribution; Investment Intent. The Investor is acquiring the rights Securities for investment, for its own account, and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws, and the Investor does not have a present intention or arrangement to effect any sale or distribution of creditors and subject the Securities to general equity principlesor through any Person, including, without limitation, entering into any arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. (c) such Investor has Status. At the authority to execute this Agreement on behalf of itself and time the applicable Investor associated with that signatory’s namewas offered the Securities, it was, and to bind such Investor to at the terms hereofdate hereof it is, an "accredited investor" as defined in Rule 501(a) under the Securities Act. (d) each Experience of the Investors shall use its commercially reasonable efforts Investor. The Investor has such knowledge, sophistication and experience in business and financial matters so as to cause its respective Affiliates be capable of evaluating the merits and Associates to comply with risks of the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Investor is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundinvestment.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally the Investors hereby represents and warrants to the Company that (a) Company, as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities follows: (a) Each of the Company beneficially or Investors that is not a natural person is duly organized, validly existing and in good standing under the laws of record its jurisdiction of organization and reflects all shares of Common Stock in which has the Investor has any right power, authority and capacity to acquire or has an interest therein or related theretoexecute and deliver this Agreement, whether through derivative securities, voting agreements, contracts or instruments in any way related to perform their obligations hereunder and to consummate the price of the Common Stock (other than a broad-based market basket or index), or otherwise, transactions contemplated hereby. (b) The execution and delivery of this Agreement by each Investor and the consummation by each Investor of the transactions contemplated hereby (i) do not require such Investor to obtain any consent, approval, authorization, order, registration or qualification of or (except for filings pursuant to Section 13 or Section 16 of the Exchange Act) make any filing with any court, administrative or regulatory body, including any stock exchange or self-regulatory organization, governmental authority, arbitrator, mediator or similar body (each, a "Governmental Authority"); and (ii) except as would not have a material adverse effect on the ability of each Investor to consummate the transactions contemplated by this Agreement on the terms set forth herein or on the ability of each Investor to perform its obligations under this Agreement, do not and will not constitute or result in a breach, violation or default under (a) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any Governmental Authority applicable to each Investor or (b) the terms of any agreements binding upon each Investor. (c) This Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, each Investor and constitutes a legal, valid and binding obligation and agreement of such each Investor, enforceable against such each Investor in accordance with its terms, except as enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar laws of general application affecting enforcement of creditors' rights generally affecting the rights and by general principles of creditors and subject to general equity principles, (c) such equity. Each Investor has the authority duly taken all necessary action to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) authorize the execution, delivery and performance of this Agreement by and the transactions contemplated hereby. (d) The Investors have dispositive power of the Investor Shares and are the sole owner of the Record Shares and the Freestone Shares. Each Investor has good and valid title to the Investor Shares, free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, assessment, option, proxy, agreement to vote, equitable or other adverse claim (collectively, "Liens") other than Liens existing under applicable securities laws (collectively, "Permitted Liens"), and each Investor has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Investor Shares or its ownership rights in such Investor does Shares or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Investor Shares. There are no contracts, commitments, agreements, understandings or arrangements of any kind (contingent or otherwise) relating to, or granting rights in connection with, the issuance, sale, transfer or ownership of any of the Investor Shares, other than as contemplated by this Agreement. The delivery of the Investor Shares to the Company pursuant to this Agreement shall transfer and convey good, valid and marketable title thereto to the Company, free and clear of all Liens other than Permitted Liens. (e) Without limiting the representations and warranties of the Company in Article III, each Investor has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding the transactions contemplated by this Agreement and of making an informed investment decision. In entering into this Agreement, the Investors have consulted with their own advisors and have relied solely upon its own investigation and analysis, without relying upon the Company except to the extent specified in this Agreement. (f) The Investors acknowledge that the Company may be in possession of material non-public information about the Company not known to the Investors. (g) Each Investor has had a reasonable opportunity to ask questions and will receive answers concerning the terms and conditions of the transactions contemplated hereby, the Investor Shares and the Company, and all such questions have been answered to such Investor's full satisfaction. Each Investor has had full access to such other information concerning the Investor Shares and the Company (including certain information which has been delivered subject to the Confidentiality Agreement dated November 27, 2017 (the "Confidentiality Agreement")). (h) Each Investor acknowledges and confirms that it is aware that the Company is not violate making any representation or conflict warranty to the Investors whatsoever with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Company, or with respect to the value of the Investor Shares. Each Investor acknowledges and confirms that it is aware that the closing sale price of the Investor Shares (the "Stock Price") has fluctuated since the Investors acquired the Shares and is likely to continue to fluctuate after the date hereof, including possible material increases to the Stock Price. (i) Other than the Investor Shares, none of the Investors nor any law, rule, regulation, order, judgment, of their Affiliates or decree applicable to it, or Associates beneficially owns any securities of the Company. (iij) result Each Investor is entering into this Agreement in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss good faith and not as part of a material benefit underplan or scheme to evade compliance with federal securities laws. (k) Except for the representations and warranties contained in this Agreement, none of the Investors nor any other person on behalf of any of the Investors makes any other express or give implied representation or warranty with respect to any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundthe Investors.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfthe ----------------------------------------------- Investors represents and warrants, severally represents and warrants not jointly, to Holding and Newco and to the Company that other Investors that: (a) as The execution and delivery by such Investor of this Agreement and the documents contemplated hereby, the performances by such Investor of its, his or her obligations hereunder and thereunder and the consummations by such Investor of the date hereof, transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit AInvestor, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery thereof by Holding and Newco, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws generally affecting the rights enforcement of creditors rights generally and subject to by the effect of general principles of equity principles, (cregardless of whether enforcement is considered in a proceeding in equity or in law). (b) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the The execution, delivery and performance by such Investor of this Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby and thereby does not and will not violate not, with or conflict with without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule, regulation, order, judgment, rule or decree regulation applicable to itsuch Investor or its, his or her respective properties or assets; (ii) result violate the provisions of the constituent organizational documents or other governing instruments applicable to such Investor, as amended to date; or (iii) violate any judgment, decree, order or award of any court, governmental or quasi- governmental agency or arbitrator applicable to such Investor or its, his or her respective properties or assets. (c) Such Investor (i) is an "accredited investor" within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), (ii) -------------- is experienced in any breach evaluating and investing in private placement transactions of securities of companies in a similar stage of development and acknowledges that he, she or violation it is able to fend for himself, herself or itself, can bear the economic risk of the Investor's investment in Holding, and has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Holding Common Stock and can afford a complete loss of its, his or constitute her investment, (iii) if other than an individual, has not been organized for the purpose of acquiring the Holding Common Stock, (iv) understands that no public market now exists for the Holding Common Stock and there is no assurance that a default pubic market will ever exist for the Holding Common Stock and (v) understands that the Holding Common Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an event exemption therefrom, and that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss absence of a material benefit underan effective registration statement covering the Holding Common Stock or an available exemption from registration under the Securities Act, the Holding Common Stock must be held indefinitely. (d) Such Investor's, together with its Affiliates' (as defined in the Merger Agreement), total beneficial ownership of shares of outstanding CBRE Common Stock as of the date hereof is accurately set forth opposite such Investor's name on Schedule I hereto, and each of such shares when transferred and delivered to Holding will be free and clear of all Liens. (e) Such Investor has no plan or give any right intention to transfer its shares of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundHolding Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each Investor hereby, as to itself only and for no other Investor, on behalf of itself, severally represents and warrants to the Company that as follows: (a) as Organization; Authority. Such Investor is an entity duly organized, validly existing and in good standing under the laws of the date hereof, jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The purchase by such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or Securities hereunder has been duly authorized by all necessary action on the part of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this such Investor. This Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, Investor and constitutes a the valid and binding obligation and agreement of such Investor, enforceable against such Investor it in accordance with its terms, except as enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceconveyance or other laws of general application relating to or affecting the enforcement of creditors' rights generally, and (ii) the effect of rules of law governing the availability of specific performance and other equitable remedies. (b) No Public Sale or Distribution; Investment Intent. Such Investor is (i) acquiring the Common Shares and the Warrants and (ii) upon exercise of the Warrants will acquire the Warrant Shares issuable upon exercise thereof, in the ordinary course of business for its own account and not with a view towards, or similar laws generally affecting for resale in connection with, the rights of creditors public sale or distribution thereof, except pursuant to sales registered under the Securities Act or under an exemption from such registration and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself in compliance with applicable federal and the applicable Investor associated with that signatory’s namestate securities laws, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not have a present arrangement to effect any distribution of the Securities to or through any person or entity; provided, however, that by making the representations herein, such Investor does not agree to hold any of the Securities for any minimum or other specific term and will not violate reserves the right to dispose of the Securities at any time in accordance with or conflict pursuant to a registration statement or an exemption under the Securities Act. (c) Investor Status. At the time such Investor was offered the Securities, it was, and at the date hereof it is, an "accredited investor" as defined in Rule 501(a) under the Securities Act. (d) Experience of such Investor. Such Investor, either alone or together with its representatives has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Investor is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. (e) Access to Information. Such Investor acknowledges that it has reviewed the Disclosure Materials and has been afforded: (i) any lawthe opportunity to ask such questions as it has deemed necessary of, ruleand to receive answers from, regulation, order, judgment, or decree applicable to it, or representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) result in access to information (other than material non-public information) about the Company and the 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 make an informed investment decision with respect to the investment. Neither such inquiries nor any breach other investigation conducted by or violation on behalf of such Investor or constitute a default (its representatives or an event that with notice counsel shall modify, amend or lapse affect such Investor's right to rely on the truth, accuracy and completeness of time or both could become a default) under or pursuant to, or result the Disclosure Materials and the Company's representations and warranties contained in the loss Transaction Documents. (f) No Governmental Review. Such Investor 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 a material benefit under, the Securities or give any right the fairness or suitability of termination, amendment, acceleration the investment in the Securities nor have such authorities passed upon or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundendorsed the merits of the offering of the Securities.

Representations and Warranties of the Investors. Each Investorof the Investors hereby severally, on behalf of itselfand not jointly, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock hereof and as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related respective Closing Date to the price Company as follows: (a) Such Investor is an individual or is an organization duly organized and validly existing and in good standing under the laws of the Common Stock (other than a broad-based market basket or index)its state of formation, or otherwise, with all necessary power and authority to own properties and to conduct its business as currently conducted. (b) this Agreement Such Investor has all necessary legal power and authority to enter into, deliver and perform its obligations under the Related Agreements. The execution, delivery and performance of the Related Agreements by such Investor and the consummation by it of the transactions contemplated thereby have been duly and validly authorizedauthorized by all necessary legal action, executed, and no further consent or authorization of such Investor is required. Each of the Related Agreements to which the Investor is a party has been duly executed and delivered by such Investor, where applicable, and constitutes a legal, valid and binding obligation and agreement obligations of such Investor; provided, enforceable against that, with respect to each such Investor in accordance with its termsagreement, except as enforcement the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally affecting the rights and by general principles of creditors and subject to general equity principles, (regardless of whether such principles are considered in a proceeding in equity or at law). HUSA – Securities Purchase Agr – Series B Preferred 7 (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the The execution, delivery and performance of this Agreement the Related Agreements by such Investor does not and the consummation by such Investor of the transactions contemplated thereby will not violate or conflict with (i) any law, rule, regulation, order, judgment, conflict with or decree applicable to it, or (ii) result in any a breach or violation of any of the terms or provisions of, or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement material agreement to which such Investor is a party or by which such Investor is bound or to which any of the property or assets of such Investor is subject, (ii) conflict with or result in any violation of the provisions of the organizational documents of such Investor, or (iii) violate any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over such Investor or the property or assets of such Investor, except in the case of clauses (i) and (iii), for such conflicts, breaches, violations or defaults would not prevent the consummation of the transactions contemplated by the Related Agreements. (d) It is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (e) It is acquiring the Units for its own account, for investment purposes only and not with a view to any distribution thereof that would not otherwise comply with the Securities Act. (f) It understands that (i) the Units have not been registered under the Securities Act and are being issued by the Company in transactions exempt from the registration requirements of the Securities Act and (ii) all or any part of the Units and the underlying securities may not be offered or sold except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable state laws. (g) It understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to it) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (h) It did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to any such broker or finder, except as otherwise provided for in this Agreement. (i) Such Investor is not and is not using the assets of an employee benefit plan as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or any entity whose underlying assets are treated as assets of such employee benefit plans. (j) Such Investor: (i) is able to fend for itself in the Transactions; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Units; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. (k) Such Investor acknowledges that (i) it has conducted its own investigation of the Company and the terms of the Units, (ii) it has had access to the Company’s public filings with the SEC and to such financial and other information as it deems necessary to make its decision to purchase the Units, (iii) it is boundaware that the Company is presently below compliance standards relating to the continued listing of its Common Stock on the NYSE Mkt and that the Common Stock is subject to delisting from the NYSE Mkt if non-compliance is not cured, of which there can be no assurance, and (iv) has been offered the opportunity to conduct such review and analysis of the business, assets, condition, operations and prospects of the Company and the Company Subsidiaries and to ask questions of the Company and received answers thereto, each as it deemed necessary in connection with the decision to purchase the Units. Such Investor further acknowledges that it has had such opportunity to consult with its own counsel, financial and tax advisors and other professional advisers as it believes is sufficient for purposes of the purchase of the Units. The foregoing, however, does not limit or modify the representations and warranties of the Company in Article II of this Agreement or the right of the Investor to rely on such representations and warranties. HUSA – Securities Purchase Agr – Series B Preferred 8 (l) Except for the representations and warranties contained in Article II of this Agreement (including any references in such Section to the SEC Reports), such Investor acknowledges that neither the Company nor any Person on behalf of the Company makes, and the Investor has not relied upon, any other express or implied representation or warranty with respect to the Company or any Company Subsidiaries or with respect to any other information provided to the Investor in connection with the Transactions. (m) Such Investor is a citizen of the United States within the meaning of 46 U.S.C. Sec. 50501 (a “U.S. Citizen”). (n) Such Investor understands that the Units are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the applicability of such exemptions and the suitability of such Investor to acquire the Units. (o) Such Investor understands that the certificates evidencing the Preferred Securities, the Warrants and the Common Stock issuable upon conversion of the Preferred Securities and exercise of the Warrants may bear a legend or other restriction substantially to the following effect (it being agreed that if any such securities are not certificated other appropriate restrictions shall be implemented to give effect to the following): “THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY COMPANY SUBSIDIARY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.”

Representations and Warranties of the Investors. Each Investor, for itself and for no other Investor, represents, warrants, acknowledges and agrees, as of the Applicable Time and the Closing Date, that: (i) it is duly organized, validly existing and in good standing (as applicable) under the laws of the jurisdiction that governs it, and is duly qualified to do business and in good standing in each jurisdiction where such qualification is required and has all requisite power and authority to own, operate and lease its properties and to carry on its business as it is being conducted on the date of this Agreement; (ii) it is neither in bankruptcy, liquidation or receivership (and no order or resolution therefore has been presented and no notice of appointment of any liquidator, receiver, administrative receiver or administrator has been given), nor are there any valid grounds or circumstances on the basis of which any such procedure may be requested on a voluntary or involuntary basis by any entity; (iii) it has the legal right and power to enter into this Agreement and to purchase all rights and interest in the number of Purchased Shares as set forth on such Investor’s signature page hereto pursuant to this Agreement and to comply with its other obligations hereunder; (iv) this Agreement and any other documents required to be signed by such Investor hereunder have been duly authorized (or, in the case of documents to be executed and delivered at the Closing, will have been duly authorized by all necessary action on the part of such Investor), executed and delivered by or on behalf of itselfsuch Investor; and, severally represents assuming due authorization, execution and warrants delivery by the other parties thereto, this Agreement and all documents required hereunder to the Company that (a) as of the date hereof, be executed by such Investor beneficially ownsconstitute or will constitute, directly or indirectly, only in the number case of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right documents to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, be executed and delivered by such Investorat the Closing, and constitutes a the legally valid and binding obligation and agreement obligations of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof that such enforceability (A) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance, or moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally affecting the rights of creditors and (B) is subject to general equity principlesprinciples of equity, whether considered in a proceeding at law or in equity; (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (ev) the entry into, execution, delivery and performance of this Agreement does not infringe any contractual, organizational or legal obligation (including any marital obligation or agreement) of such Investor; (vi) the entry into, execution, delivery and performance of this Agreement does not require (A) any consent, approval, order or authorization of or other action by any governmental entity, or any registration, qualification, declaration or filing (other than any filings required to be made with the Commission) under the Securities Act, or the Exchange Act; or (B) on the part of such Investor, any consent by or approval of or notice to any other person or entity (other than a governmental entity), the absence or omission of which would, either individually or in the aggregate, breach any marital obligation or agreement or have a material adverse effect on such Investor’s ability to consummate the transactions contemplated hereby (vii) other than pursuant to the separate non-disclosure agreements entered into by the Company, on the one hand, and each other party hereto, on the other (the “Confidentiality Agreements”), in connection with the transactions contemplated by this Agreement, there have been no representations, warranties, covenants and agreements made with respect to this Agreement and the transactions contemplated hereby to such Investor by or on behalf of the Company or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements set forth herein; (viii) such Investor has independently, without reliance upon the Company and based on such information as it deemed appropriate, investigated the current business and financial condition of the Company and its subsidiaries and the circumstances surrounding the sale and purchase of the Purchased Shares in order to make an investment decision with respect to the Purchased Shares, and such Investor has had the opportunity to review the Company’s filings with the Commission and such other information as has been requested by such Investor does and provided by the Company; (ix) such Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Purchased Shares, and such Investor has sought and received such accounting, legal and tax advice as such Investor has considered necessary to make an informed investment decision and such Investor has independently, without reliance upon the Company and based on such information as it deemed appropriate, such Investor has made its own assessment and has satisfied itself concerning relevant tax and other economic considerations relative to its purchase of the Purchased Shares, and such Investor is able to sustain a complete loss on its investment in the Purchased Shares; (x) such Investor is familiar with the limitations imposed upon a recipient of material non-public information under applicable securities laws; (xi) when required to deliver payment to the Company, such Investor will have sufficient funds to pay the Purchase Amount and consummate the purchase and sale of the Purchased Shares pursuant to this Agreement; (xii) there is no proceeding, pending or, to the knowledge of such Investor, threatened, against it or its subsidiaries, that would reasonably be expected to impair in any respect the ability of such Investor to perform its obligations hereunder or prevent, prohibit, restrict or materially delay the consummation of the transactions contemplated by this Agreement; (xiii) such Investor and its officers, directors, and employees are in compliance, in all material respects, with sanctions and applicable anti-corruption laws and anti-money laundering laws, and neither Investor nor any of its officers, directors, or employees is a sanctioned person; and (xiv) as to Investors of Mexican nationality, they are “qualified investors” (inversionistas calificados) or “institutional investors” (inversionistas institucionales) (as such terms are defined in applicable Mexican regulations), and they acknowledge that (a) the Purchased Shares have not been and will not violate or conflict be registered with the Mexican National Registry of Securities (iRegistro Nacional de Valores) any law, rule, regulation, order, judgmentmaintained by the Mexican National Banking and Securities Commission (Comision Nacional Bancaria y de Valores, or decree applicable the “CNBV”) and, therefore, may not be offered or sold publicly in Mexico, (b) the Company has not publicly disseminated or disclosed, and is not permitted to itpublicly disseminate or disclose, or (ii) result in any breach or violation of or constitute a default the Prospectus (or an event that with notice any amendments or lapse supplements thereto) and any documents or information related to the offering or sale of time or both could become a defaultthe Purchased Shares in Mexico, and (c) under or pursuant to, or result the information in the loss of a material benefit under, Prospectus (or give any right of termination, amendment, acceleration amendments or cancellation of, any organizational document, agreement, contract, commitment, understanding, supplements thereto) has not been and will not be reviewed or arrangement to which such Investor is a party or authorized by which it is boundthe CNBV.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally the Investors hereby represents and warrants to the Company and the Founders that (a) the statements contained in this Section 4 with respect to itself are correct and complete as of the date hereofExecution Date and on and as of the Closing Date with the same effect as if made on and as of the Closing Date: (i) it is an entity duly organized, such Investor beneficially ownsvalidly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation. (ii) it has the financial capability and other resources necessary for the consummation of the transactions contemplated in the Flagship Purchase Agreement, directly Everbest Purchase Agreement or indirectlySeries B Purchase Agreement, only as the number of shares of Common Stock as described opposite its name on Exhibit Acase may be. (iii) it has all requisite legal and corporate power and authority, and Exhibit A includes has taken all Affiliates corporate action necessary to properly and Associates of any Investor that own any securities legally authorize, execute and deliver this Agreement and each of the Company beneficially or of record Ancillary Agreements to which it is a party, and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related theretocarry out its respective obligations hereunder and thereunder, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price and this Agreement and each of the Common Stock (other than Ancillary Agreements to which it is a broad-based market basket or index)party, or otherwise, (b) this Agreement has been duly and validly authorized, executed, when executed and delivered by such Investorit, and constitutes a will constitute valid and legally binding obligation and agreement obligations of such Investor, enforceable against such Investor it in accordance with its terms, their respective terms except (i) as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyanceand other Law of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Law relating to the availability of specific performance, injunctive relief, or similar laws generally affecting other equitable remedies. (iv) The Shares will be acquired or accepted for investment purposes for its own account, not as a nominee or agent, and not with a view to the rights resale or distribution of creditors any part thereof, and subject it has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, it further represents that it does not have any Contract with any Person to, directly or indirectly, sell, transfer or grant participations, with respect to general any of the Shares and has not solicited any Person for such purpose. There is no contract or arrangement pursuant to which the equity principlesinterest, (c) ownership or Control of such Investor has will be transferred. (v) it understands and acknowledges that the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each offering of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates Shares will not be registered or qualified under the Securities Act, or any applicable securities Laws on the grounds that the offering and Associates to comply with the terms sale of securities contemplated by this Agreement and the issuance of securities hereunder is exempt from registration or qualification, and that the Company’s reliance upon these exemptions is predicated upon such Investor’s representations in this Agreement. It further understands that no public market now exists for any of the securities issued by the Company and the Company has given no assurances that a public market will ever exist for the Company’s securities. (evi) it is an “accredited investor” within the executionmeaning of SEC Rule 501 of Regulation D, delivery as presently in effect, under the Securities Act. (vii) it understands that the Shares have been sold in an offshore transaction and performance of this Agreement by such Investor does accordingly have not been, and will not violate be, registered under the Securities Act in reliance on the exemption from registration provided by Regulation S under the Securities Act, and may not be resold, pledged or conflict with otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable laws of any law, rule, regulation, order, judgment, or decree applicable to itstate of the United States of America, or (iiiii) result outside the United States of America in any breach an offshore transaction in compliance with Regulation S under the Securities Act. It acknowledges that the Company has no obligation to register or violation of qualify the Shares or constitute a default (Conversion Shares for resale except as set forth in the Shareholders’ Agreement. It further acknowledges that if an exemption from registration or an event that with notice or lapse of time or both could become a default) under or pursuant qualification is available, it may be conditioned on various requirements including, but not limited to, or result in the loss time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside such Investor’s control, and which the Company is under no obligation and may not be able to satisfy. It understands that this offering is not intended to be part of the public offering, and that it will not be able to rely on the protection of Section 11 of the Securities Act. (viii) It is not a material benefit underU.S. person within the meaning of Rule 902 of Regulation S under the Securities Act. (ix) it understands that the certificates evidencing its Shares may bear the following legend: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or give any right of terminationAS AMENDED (THE “ACT”), amendmentOR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THEY MAY NOT BE SOLD, acceleration or cancellation ofOFFERED FOR SALE, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundPLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT.”

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor hereby represents and warrants to the Company that Company, severally and not jointly, that: (ai) as Such Investor has full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit Athis Agreement, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (bii) this Agreement has been duly and validly authorized, executed, and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, Investor enforceable against such Investor in accordance with its terms, except as enforcement thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws affecting creditors' and contracting parties' rights generally affecting the rights of creditors and except as 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) and except as the indemnification agreements of such Investor herein may be legally unenforceable. (b) (i) Such Investor has answered all questions on the Signature Page for use in preparation of the Prospectus Supplement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date, and (ii) such Investor, in connection with its decision to purchase the number of shares of Stock set forth on Schedule A, relied only upon the Base Prospectus, the Prospectus Supplement, the documents incorporated therein by reference, and any representations and warranties of the Company contained herein. (c) such Such Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the authority to execute this Agreement on behalf United States by the Company that would permit an offering of itself and the applicable Investor associated Stock, or possession or distribution of offering materials in connection with the issue of the Stock in any jurisdiction outside the United States where action for that signatory’s name, and to bind such Investor to the terms hereof, purpose is required. (d) each Such Investor understands that nothing in this Agreement or any other materials presented to such Investor in connection with the purchase and sale of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates Stock constitutes legal, tax or investment advice. Such Investor has consulted such legal, tax and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to investment advisors as it, in its sole discretion, has deemed necessary or (ii) result appropriate in any breach or violation connection with its purchase of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundStock.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfseverally and not jointly, severally represents and warrants to the Company that as of each Closing, and upon conversion of any Note, as follows: (a) as All action on the part of the date hereofInvestor for the authorization, such Investor beneficially ownsexecution, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, delivery and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which performance by the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executedtaken, and delivered by such Investor, and this Agreement constitutes a valid and binding obligation and agreement of such the Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally relating to or affecting the enforcement of creditors’ rights generally, and (ii) the effect of creditors rules of law governing the availability of equitable remedies. (b) The Investor is experienced in evaluating and subject investing in companies similar to general equity principlesthe Company. The Investor is a sophisticated investor with such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of a prospective investment in the Notes or the Conversion Securities, as applicable, and is capable of bearing the economic risks of such investment. The Investor is an accredited investor (as such term is defined in Regulation D). (c) such The Investor has is acquiring the authority Notes or the Conversion Securities, as applicable, for investment for its own account and not with a view to, or for resale in connection with, any distribution. The Investor understands that the Notes or the Conversion Securities to execute this Agreement on behalf be acquired, as applicable, have not been registered under the Act, by reason of itself and a specific exemption from the applicable Investor associated with that signatory’s nameregistration provisions of the Act which depends upon, and to bind such Investor to among other things, the terms hereof, bona fide nature of the investment intent as expressed herein. (d) each The Investor acknowledges that the Notes or the Conversion Securities, as applicable, must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. The Investor is aware of the Investors shall use its commercially reasonable efforts provisions of Rule 144 promulgated under the Act which permits limited resale of securities purchased in a private placement subject to cause its respective Affiliates and Associates to comply with the terms satisfaction of this Agreement and certain conditions. (e) The Investor understands that no public market now exists for any of the executionsecurities issued by the Company and there can be no assurance that a public market will ever exist for the Notes or the Conversion Securities. (f) The Investor has had an opportunity to discuss the Company’s business, delivery management and performance financial affairs with the Company’s management and an opportunity to review the Company’s facilities. The Investor understands that such discussions, as well as the written information issued by the Company, were intended to describe the aspects of this Agreement by such Investor the Company’s business and prospects which it believes to be material but were not necessarily a thorough or exhaustive description. The foregoing, however, does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach way limit or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result modify the representations and warranties made by the Company in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundSection 2.

Representations and Warranties of the Investors. Each InvestorThe Investors, on behalf of itselfjointly and severally, severally represents represent and warrants warrant to the Company that (a) as of follows: a. Each Investor who is a natural person is competent and has all requisite power and authority to execute and deliver this Agreement and to consummate the date hereof, such transactions contemplated hereby. Each Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit Awhich is not a natural person has been duly organized, and Exhibit A includes is validly existing and in good standing, under the laws of its jurisdiction of formation, and has all Affiliates requisite power and Associates of any Investor that own any securities of authority to execute and deliver this Agreement and to consummate the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this transactions contemplated hereby. b. This Agreement has been duly and validly authorized, executed, executed and delivered by each Investor or by the principals of such InvestorInvestor and, assuming due and valid execution and delivery by the Company, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except subject as enforcement thereof may be limited by to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally affecting the rights of creditors and subject to general principles of equity principles, (c) such Investor has the authority to execute this Agreement on behalf regardless of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each whether enforcement is sought in a proceeding at law or in equity). The performance of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the executionshall not conflict with, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgmentconstitute a violation of, or decree applicable to it, or (ii) result in require any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit consent under, any certificate or give any right articles of terminationincorporation, amendment, acceleration or cancellation of, any organizational document, limited partnership agreement, contracttrust agreement, commitment, understanding, bylaws or arrangement any other agreement or instrument to which such Investor is a party or by which it such Investor is bound, and shall not require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to such Investor or such Investor’s shares of Common Stock, except as may be required by federal and state securities laws. c. There are no other persons (as defined in Section V.7) who, by reason of their personal, business, professional or other arrangement, relationship or affiliation with such Investor, whether written or oral and whether existing as of the date hereof or in the future, have agreed, explicitly or implicitly, to take any action on behalf of or in lieu of each Investor that would otherwise be prohibited by this Agreement. d. As of the date hereof, the Investors and their affiliates and associates (as such terms are defined in Section V.7) beneficially own an aggregate of 837,269 shares of Common Stock (the “Investor Shares”), free and clear of all liens and encumbrances, and no other person has any beneficial ownership interest in the Investor Shares other than persons who (i) are not affiliates or associates of an Investor and (ii) have a financial or investment advisory agreement with an Investor or any of the Other Xxxx Entities (as defined in Section V.7). Amendment No. 3 to Schedule 13D dated November 27, 2002, filed with the SEC by Xxxx, Xxxx Brothers, the Trust, and Xxxxxxx correctly sets forth the beneficial ownership of shares of Common Stock of each Investor and each of the Other Xxxx Entities. As of the date hereof, no Investor or any affiliate or associate of such Investor beneficially owns any equity or debt securities of the Company or any subsidiary, other than the foregoing, and no Investor or any affiliate or associate of such Investor has any rights, options or agreements to acquire or vote any other shares of Common Stock or other securities of the Company.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfthe Investors represents and warrants, severally represents and warrants not jointly, to Parent and Merger Sub and to the Company that other Investor that: (a) as Such Investor is duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction of its organization, and has the requisite power and authority to execute and deliver this Agreement and the agreements contemplated hereby and to perform its obligations hereunder and thereunder. The execution and delivery by such Investor beneficially owns, directly of this Agreement and the documents contemplated hereby have been duly and validly authorized by all necessary corporate or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit Aother action, and Exhibit A includes all Affiliates no other corporate or similar proceedings on the part of such Investor are necessary to authorize this Agreement and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this agreements contemplated hereby. This Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery thereof by Parent and Merger Sub, constitutes a the legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws Laws affecting creditors’ rights generally affecting the rights of creditors and subject to the effect of general principles of equity principles, (cregardless of whether at law or in equity). (b) The execution and delivery by such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the executiontransactions contemplated hereby do not, delivery and the performance by such Investor of this Agreement by such Investor does not and the transactions contemplated hereby will not violate or conflict with not, (i) conflict with or violate the Certificate of Incorporation or By-laws, limited partnership agreement or equivalent governing documents of such Investor, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.2(c) have been obtained or taken and all filings and obligations described in Section 2.2(c) have been made or fulfilled, conflict with or violate any law, rule, regulation, order, judgment, or decree Law applicable to itsuch Investor or by which any property or asset of it is bound or affected, or (iiiii) result in any breach or violation of of, or constitute a default (or an event that which, with notice or lapse of time or both could both, would become a default) under or pursuant to, or result in the loss of a material benefit under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any organizational documentproperty or asset of such Investor pursuant to, any note, bond, mortgage, indenture, contract, agreement, contractlease, commitmentlicense, understandingpermit, franchise or arrangement other instrument or obligation to which such Investor is a party or by which such Investor or any property or asset of it is boundbound or affected, except, with respect to clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a material adverse effect upon such Investor or would not reasonably be expected to prevent or materially delay the ability of such Investor to consummate the transactions contemplated hereby. (c) The execution and delivery by such Investor of this Agreement and the transactions contemplated hereby do not, and the performance by such Investor of this Agreement and the transactions contemplated hereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for applicable requirements, if any, of the HSR Act, the Exchange Act, and filing and recordation of appropriate merger documents as required by the DGCL and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to have a material adverse effect upon such Investor or would not reasonably be expected to prevent or materially delay the ability of such Investor to consummate the transactions contemplated hereby. (d) Such Investor (i) is an “accredited investor” within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), (ii) is experienced in evaluating and investing in private placement transactions of securities of companies in a similar stage of development and acknowledges that he, she or it is able to fend for himself, herself or itself, can bear the economic risk of the Investor’s investment in Parent, and has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Parent Common Stock and can afford a complete loss of its, his or her investment, (iii) if other than an individual, has not been organized for the purpose of acquiring the Parent Common Stock, (iv) understands that no public market now exists for the Parent Common Stock and there is no assurance that a pubic market will ever exist for the Parent Common Stock and (v) understands that the Parent Common Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Parent Common Stock or an available exemption from registration under the Securities Act, the Parent Common Stock must be held indefinitely. (e) Such Investor’s, together with its Affiliates’ (as defined in the Merger Agreement), total beneficial ownership of shares of outstanding Company Common Stock as of the date hereof is accurately set forth opposite such Investor’s name on Schedule I hereto, and each of such shares when transferred and delivered to Parent will be free and clear of all Liens. (f) Such Investor has no present plan or intention to transfer its shares of Parent Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each InvestorAs a material inducement to the Company to enter into the transactions contemplated by this Agreement, on behalf of itself, severally each Investor represents and warrants to the Company that (a) as of the date hereofhereof that: (a) Each Investor is duly organized, such Investor beneficially owns, directly or indirectly, only validly existing and in good standing under the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities laws of the Company beneficially or jurisdiction of record its formation and reflects has all shares of Common Stock in which the Investor has any right requisite power and authority to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related carry on its business as presently conducted and as proposed to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, be conducted. (b) Each Investor has full power and authority to enter into this Agreement has been duly and validly authorizedAgreement. This Agreement, executed, when executed and delivered by such Investor, and constitutes a each Investor will constitute the valid and legally binding obligation and agreement of such Investor, each Investor enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, Enforceability Exceptions. (c) such No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of each Investor has (or any of its affiliated Investors) in connection with the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each consummation of the Investors shall use transactions contemplated by this Agreement, other than disclosure reports regarding such transactions that each Investor (or any of its commercially reasonable efforts affiliated Investors) is required to cause its respective Affiliates and Associates to comply file in accordance with the terms of this Agreement and the Exchange Act. (ed) the The execution, delivery and performance by each Investor of this Agreement and the consummation by each such Investor does not and of the transactions contemplated hereby will not violate result in any violation or conflict with default (i) of any lawprovisions of its organizational documents, rule(ii) of any instrument, regulationjudgment, order, judgment, writ or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) of any provision of federal or state statute, rule or regulation applicable to it, in each case (other than clause (i)), which would have a material adverse effect on such Investor or its ability to consummate the transactions contemplated hereby. (e) The Investors (or each of its affiliated Investors, as applicable) are the record and beneficial owners of all the Shares and have good, valid and marketable title to such Shares, free and clear of all liens and encumbrances, other than those existing under applicable securities laws.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfitself and not any other Investor, severally hereby represents and warrants to the Company that (a) as follows as of the date hereofhereof (or, if applicable, as of the date the joinder agreement pursuant to which such Investor beneficially owns, directly or indirectly, only shall have become a party to this Agreement): (a) Such Investor is the sole record and Beneficial Owner of the number of shares of Company Common Stock listed on Annex A (or, in the case of a joinder agreement, as described listed on an annex to such joinder agreement) opposite its such Investor’s name on Exhibit A, and Exhibit A includes such shares constitute all Affiliates and Associates of any Investor that own any securities the Voting Securities of the Company beneficially or owned of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, Beneficially Owned by such Investor. (b) Such Investor (if it is not an individual) has been duly formed, is validly existing and, where such concept is applicable, is in good standing under the laws of its jurisdiction of organization. Such Investor has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. (c) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) Applicable Law, (y) the organizational documents of such Investor (if it is not an individual) or (z) any contract or agreement to which such Investor is a party. (d) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on the part of such Investor. This Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable subject to bankruptcy, insolvencyinsolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. (e) In the case of a KKR Investor, reorganizationSP Investor or Other Gibco Investor, moratoriumsuch Investor: (i) is acquiring the Shares for its own account, fraudulent conveyancesolely for investment and not with a view toward, or similar laws generally affecting the rights for sale in connection with, any distribution thereof in violation of creditors and subject to general equity principlesany foreign, federal, state or local securities or “blue sky” laws, or with any present intention of distributing or selling such Shares in violation of any such laws, (cii) has such Investor knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Shares and of making an informed investment decision and (iii) is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. In the case of an Other MEP Investor, such Other MEP Investor: (x) is acquiring the Shares for its own account, solely for investment and not with a view toward, or for sale in connection with, any distribution thereof in violation of any foreign, federal, state or local securities or “blue sky” laws, or with any present intention of distributing or selling such Shares in violation of any such laws, (y) is not a “U.S. person” within the meaning of Rule 902 of Regulation S under the Securities Act and (z) represents, warrants and undertakes that neither it, its affiliates (as defined in Rule 501(b) under the Securities Act), nor any Persons acting on its or their behalf has engaged or will engage in any directed selling efforts (as defined in Regulation S under the authority Securities Act) with respect to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s nameShares, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates it and Associates to they have complied and will comply with the terms offering restrictions requirement of this Agreement Regulation S under the Securities Act. Such Investor understands that the Company is relying on the statements contained herein to establish an exemption from registration under the Securities Act and under foreign, federal, state and local securities laws and acknowledges that the Shares are not registered under the Securities Act or any other Applicable Law and that such Shares may not be Transferred except pursuant to the registration provisions of the Securities Act (eand in compliance with any other Applicable Law) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, jointly and severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit AA or Exhibit B (as applicable), and Exhibit A or Exhibit B (as applicable) includes all Affiliates and Associates of any such Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the such Investor has any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), agreements or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors such Investor shall use its commercially reasonable efforts to cause its respective Affiliates and Associates Related Persons to comply with the terms of this Agreement Agreement, and (e) the execution, delivery delivery, and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, understanding or arrangement to which such Investor is a party or by which it is bound.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfthe ----------------------------------------------- Investors represents and warrants, severally represents and warrants not jointly, to Holding and Newco and to the Company that other Investors that: (a) as The execution and delivery by such Investor of this Agreement and the documents contemplated hereby, the performances by such Investor of its, his or her obligations hereunder and thereunder and the consummations by such Investor of the date hereof, transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit AInvestor, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery thereof by Holding and Newco, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws generally affecting the rights enforcement of creditors rights generally and subject to by the effect of general principles of equity principles, (cregardless of whether enforcement is considered in a proceeding in equity or in law). (b) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the The execution, delivery and performance by such Investor of this Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby and thereby does not and will not violate not, with or conflict with without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule, regulation, order, judgment, rule or decree regulation applicable to itsuch Investor or its, his or her respective properties or assets; (ii) result violate the provisions of the constituent organizational documents or other governing instruments applicable to such Investor, as amended to date; or (iii) violate any judgment, decree, order or award of any court, governmental or quasi- governmental agency or arbitrator applicable to such Investor or its, his or her respective properties or assets. (c) Such Investor (i) is an "accredited investor" within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), (ii) -------------- is experienced in any breach evaluating and investing in private placement transactions of securities of companies in a similar stage of development and acknowledges that he, she or violation it is able to fend for himself, herself or itself, can bear the economic risk of the Investor's investment in Holding, and has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Holding Common Stock and can afford a complete loss of its, his or constitute her investment, (iii) if other than an individual, has not been organized for the purpose of acquiring the Holding Common Stock, (iv) understands that no public market now exists for the Holding Common Stock and there is no assurance that a default public market will ever exist for the Holding Common Stock and (v) understands that the Holding Common Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an event exemption therefrom, and that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss absence of a material benefit underan effective registration statement covering the Holding Common Stock or an available exemption from registration under the Securities Act, the Holding Common Stock must be held indefinitely. (d) Such Investor's, together with its Affiliates' (as defined in the Merger Agreement), total beneficial ownership of shares of outstanding CBRE Common Stock as of the date hereof is accurately set forth opposite such Investor's name on Schedule I hereto, and each of such shares when transferred and delivered to Holding will be free and clear of all Liens. (e) Such Investor has no plan or give any right intention to transfer its shares of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundHolding Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each Investor, on behalf of Investor represents and warrants as to itself, severally represents and warrants not jointly, to the Company that as follows: (a) as Such Investor has all requisite corporate power and authority to execute and deliver this Agreement and the Related Agreements, to purchase the Shares hereunder and to carry out and perform its obligations under the terms of this Agreement and the Related Agreements. All action on the part of the date hereofInvestor necessary for the authorization, such Investor beneficially ownsexecution, directly or indirectly, only delivery and performance of this Agreement and the number of shares of Common Stock as described opposite its name on Exhibit ARelated Agreements, and Exhibit A includes the performance of all Affiliates and Associates of any Investor that own any securities of the Company beneficially Investor's obligations under this Agreement and the Related Agreements, has been taken or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related will be taken prior to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, Closing. (b) this This Agreement has been duly and validly authorizedthe Related Agreements, executed, when executed and delivered by such the Investor, and constitutes a will constitute valid and legally binding obligation and agreement obligations of such the Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof their terms except: (i) to the extent that the indemnification provisions contained in the Investors Rights Agreement may be limited by applicable law and principles of public policy, (ii) as limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratorium and other laws of general application affecting enforcement of creditors' rights generally, fraudulent conveyanceand (iii) as limited by laws relating to the availability of specific performance, injunctive relief or similar laws generally affecting the rights other equitable remedies or by general principles of creditors and subject to general equity principles, equity. (c) such No consent, approval, authorization, order, filing, registration or qualification of or with any court, Governmental Authority or other Person is required to be obtained by the Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply in connection with the terms execution and delivery of this Agreement and the Related Agreements by the Investor or the performance of the Investor's obligations hereunder or thereunder. (d) Such Investor represents and warrants to the Company that it is qualified as an "accredited investor" as defined in Rule 501 promulgated under the Securities Act, and its residency (or in the case of a partnership, limited liability company or corporation, such entity's principal place of business) is correctly set forth on the signature page hereto. (e) Such Investor is acquiring the executionSecurities solely for its own account, delivery for investment and performance not with a view to the distribution thereof within the meaning of the Securities Act. (f) Such Investor understands that the Securities have not been registered or qualified under the Securities Act or any state securities laws, by reason of their issuance and sale in transactions exempt from the registration or qualification requirements of the Securities Act and applicable state securities laws. Such Investor acknowledges that reliance on said exemptions is predicated in part on the accuracy of its representations and warranties herein. (g) Such Investor acknowledges and agrees that the 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 registration and that, except as expressly provided in the Investors Rights Agreement, the Company is not required to, and does not intend to, so register or qualify any such securities or to take any action to make such an exemption available except to the extent provided herein. (h) Such Investor will not transfer any of the Securities, except in compliance with the Securities Act and applicable state securities laws and the restrictions on transfer contained in the Right of First Refusal Agreement. (i) Such Investor represents and warrants to the Company that (i) its partners, officers and/or directors, together with its advisors, have such knowledge and experience in financial and business matters as is necessary to enable such Investor to evaluate the merits and risks of an investment in the Company; (ii) it has no present need for liquidity in its investment in the Company and is able to bear the risk of that investment for an indefinite period and to afford a complete loss thereof, and (iii) it was not formed for the specific purpose of making an investment in the Company. (j) Such Investor is aware that a high degree of risk is inherent in investing in Company; the purchase of the Securities is highly speculative and there is a significant risk of loss of Investor's entire investment; there is no market for the Securities nor can there be any assurance that any such market will ever develop; and the Securities are subject to substantial restrictions on transferability under state and federal securities laws and the Right of First Refusal Agreement. (k) No finder, broker, agent, financial advisor or other intermediary has acted on behalf of such Investor in connection with the offering of the Securities or the negotiation or consummation of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundtransactions contemplated hereby.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally the Investors hereby represents and warrants to the Company that (a) Company, as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities follows: (a) Each of the Company beneficially or Investors that is not a natural person is duly organized, validly existing and in good standing under the laws of record its jurisdiction of organization and reflects all shares of Common Stock in which has the Investor has any right power, authority and capacity to acquire or has an interest therein or related theretoexecute and deliver this Agreement, whether through derivative securities, voting agreements, contracts or instruments in any way related to perform their obligations hereunder and to consummate the price of the Common Stock (other than a broad-based market basket or index), or otherwise, transactions contemplated hereby. (b) The execution and delivery of this Agreement by each Investor and the consummation by each Investor of the transactions contemplated hereby (i) do not require such Investor to obtain any consent, approval, authorization, order, registration or qualification of or (except for filings pursuant to Section 13 or Section 16 of the Exchange Act) make any filing with any court, administrative or regulatory body, including any stock exchange or self-regulatory organization, governmental authority, arbitrator, mediator or similar body (each, a "Governmental Authority"); and (ii) except as would not have a material adverse effect on the ability of each Investor to consummate the transactions contemplated by this Agreement on the terms set forth herein or on the ability of each Investor to perform its obligations under this Agreement, do not and will not constitute or result in a breach, violation or default under (a) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any Governmental Authority applicable to each Investor or (b) the terms of any agreements binding upon each Investor. (c) This Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, each Investor and constitutes a legal, valid and binding obligation and agreement of such each Investor, enforceable against such each Investor in accordance with its terms, except as enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar laws of general application affecting enforcement of creditors' rights generally affecting the rights and by general principles of creditors and subject to general equity principles, (c) such equity. Each Investor has the authority duly taken all necessary action to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) authorize the execution, delivery and performance of this Agreement by and the transactions contemplated hereby. (d) The Investors have dispositive power of the Investor Shares and are the sole owner of the Record Shares and the Freestone Shares. Each Investor has good and valid title to the Investor Shares, free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, assessment, option, proxy, agreement to vote, equitable or other adverse claim (collectively, "Liens") other than Liens existing under applicable securities laws (collectively, "Permitted Liens"), and each Investor has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Investor Shares or its ownership rights in such Investor does Shares or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Investor Shares. There are no contracts, commitments, agreements, understandings or arrangements of any kind (contingent or otherwise) relating to, or granting rights in connection with, the issuance, sale, transfer or ownership of any of the Investor Shares, other than as contemplated by this Agreement. The delivery of the Investor Shares to the Company pursuant to this Agreement shall transfer and convey good, valid and marketable title thereto to the Company, free and clear of all Liens other than Permitted Liens. (e) Without limiting the representations and warranties of the Company in Article III, each Investor has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding the transactions contemplated by this Agreement and of making an informed investment decision. In entering into this Agreement, the Investors have consulted with their own advisors and have relied solely upon its own investigation and analysis, without relying upon the Company except to the extent specified in this Agreement. (f) The Investors acknowledge that the Company may be in possession of material non-public information about the Company not known to the Investors. (g) Each Investor has had a reasonable opportunity to ask questions and will receive answers concerning the terms and conditions of the transactions contemplated hereby, the Investor Shares and the Company, and all such questions have been answered to such Investor's full satisfaction. Each Investor has had full access to such other information concerning the Investor Shares and the Company (including certain information which has been delivered subject to the Confidentiality Agreement dated November 27, 2017). (h) Each Investor acknowledges and confirms that it is aware that the Company is not violate making any representation or conflict warranty to the Investors whatsoever with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Company, or with respect to the value of the Investor Shares. Each Investor acknowledges and confirms that it is aware that the closing sale price of the Investor Shares (the "Stock Price") has fluctuated since the Investors acquired the Shares and is likely to continue to fluctuate after the date hereof, including possible material increases to the Stock Price. (i) Other than the Investor Shares, none of the Investors nor any law, rule, regulation, order, judgment, of their Affiliates or decree applicable to it, or Associates beneficially owns any securities of the Company. (iij) result Each Investor is entering into this Agreement in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss good faith and not as part of a material benefit underplan or scheme to evade compliance with federal securities laws. (k) Except for the representations and warranties contained in this Agreement, none of the Investors nor any other person on behalf of any of the Investors makes any other express or give implied representation or warranty with respect to any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundthe Investors.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor represents and warrants to the Company that severally and solely with respect to itself and its purchase hereunder and not with respect to any other Investor as follows: (a) as It is acquiring the Exchangeable Notes and, will be acquiring the Second Closing Shares, for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Exchangeable Note or the Second Closing Shares, but subject, nevertheless, to any requirement of law that the disposition of the date hereof, such Investor beneficially owns, directly or indirectly, only Investor’s property shall at all times be within the number of shares of Common Stock as described opposite its name on Exhibit AInvestor’s control, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related without prejudice to the price Investor’s right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Common Stock (other than a broad-based market basket Securities Act or index), or otherwise, under an exemption from said registration available under the Securities Act. (b) It has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) It is a resident of the jurisdiction set forth immediately below such Investor’s name on the signature pages hereto. (d) It has been duly and validly authorizedtaken all action necessary for the authorization, executedexecution, delivery, and delivered performance of this Agreement and its obligations hereunder, and, upon execution and delivery by such Investorthe Company, and constitutes a this Agreement shall constitute the valid and binding obligation and agreement of such the Investor, enforceable against such the Investor in accordance with its terms, except as that such enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and general principles of equity. (e) There are no claims for brokerage commissions or finder’s fees or similar laws generally affecting compensation in connection with the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute transactions contemplated by this Agreement based on any arrangement made by or on behalf of itself the Investor and the applicable Investor associated with agrees to indemnify and hold the Company harmless against any costs or damages incurred as a result of any such claim. (f) It has such knowledge and experience in financial and business matters that signatory’s nameit is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bind bear the economic risk of such Investor investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms conditions of this Agreement and the purchase of the Shares contemplated hereby. It is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (eg) It hereby acknowledges that no action has been taken by the executionCompany, delivery and performance of this Agreement by such Investor the Company does not and will not violate intend to take any action, in any jurisdiction outside of the United States that would permit an offering of the Exchangeable Notes or conflict with (i) any law, rule, regulation, order, judgmentthe Second Closing Shares, or decree applicable to itpossession or distribution of offering materials in connection with the issuance of the Exchangeable Notes or Second Closing Shares, or (ii) result in any breach jurisdiction outside of the United States. (h) It understands that no United States federal or violation state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Exchangeable Notes or constitute a default (the Second Closing Shares or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundinvestment therein.

Representations and Warranties of the Investors. Each Investorof the Investors, on behalf of itselfitself and not any other Investor, severally hereby represents and warrants to the Company that as follows: (a) as Such Investor is the sole record and (other than Affiliates holding Beneficial Ownership through such Investor) Beneficial Owner of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of ManorCare Common Stock as described listed on Annex B opposite its such Investor’s name on Exhibit A, and Exhibit A includes such shares constitute all Affiliates and Associates of any Investor that own any securities of the Company beneficially or shares of capital stock of ManorCare owned of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, Beneficially Owned by such Investor. (b) If such Investor is not an individual, such Investor has been duly formed, is validly existing and is in good standing under the laws of its state of organization. Such Investor has all requisite power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (c) The execution and delivery by such Investor of this Agreement, the performance by such Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby (assuming that the consents, approvals and filings referred to in Section 4.3 of the Purchase Agreement are duly obtained and/or made) do not and will not conflict with, violate any provision of, or require the consent or approval of any Person under, Applicable Law, the organizational documents of such Investor or any contract or agreement to which such Investor is a party. (d) The execution, delivery and performance of this Agreement by such Investor has been duly authorized by all necessary corporate, partnership or limited liability company action on the part of such Investor. This Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency and other laws of general applicability relating to or similar laws generally affecting the creditors’ rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf principles of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and equity. (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with Such Investor: (i) any lawis acquiring the Shares for its own account, rule, regulation, order, judgmentsolely for investment and not with a view toward, or decree applicable to itfor sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” laws, or with any present intention of distributing or selling such Shares in violation of any such laws, (ii) result has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Shares and of making an informed investment decision and (iii) is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Such Investor has requested, received, reviewed and considered all information that such Investor deems relevant in making an informed decision to invest in the Shares and has had an opportunity to discuss the Company’s business, management and financial affairs with its management and also had an opportunity to ask questions of officers of the Company that were answered to such Investor’s satisfaction. Such Investor understands that the Company is relying on the statements contained herein to establish an exemption from registration under the Securities Act and under state securities laws and acknowledges that the Shares are not registered under the Securities Act or any breach or violation other Applicable Law and that such Shares may not be Transferred except pursuant to the registration provisions of or constitute a default (or an event that with notice or lapse of time or both could become a default) under the Securities Act or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, the Investors severally represents and warrants to the Company that as to itself as follows: (a) as It is acquiring the Shares for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Shares, but subject, nevertheless, to any requirement of law that the disposition of the date hereof, such Investor beneficially owns, directly or indirectly, only Investors' property shall at all times be within the number of shares of Common Stock as described opposite its name on Exhibit AInvestors' control, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related without prejudice to the price Investors' right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Common Stock (other than a broad-based market basket Securities Act or index), or otherwise, under an exemption from said registration available under the Securities Act. (b) It has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) It has been duly and validly authorizedtaken all action necessary for the authorization, executedexecution, delivery, and delivered performance of this Agreement and its obligations hereunder, and, upon execution and delivery by such Investorthe Company, and constitutes a this Agreement shall constitute the valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as that such enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (d) There are no claims for brokerage commissions or finder's fees or similar laws generally affecting compensation in connection with the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute transactions contemplated by this Agreement based on any arrangement made by or on behalf of itself such Investor and such Investor agrees to indemnify and hold the applicable Investor associated with Company harmless against any costs or damages incurred as a result of any such claim. (e) It has such knowledge and experience in financial and business matters that signatory’s nameit is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bind bear the economic risk of such Investor investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms conditions of this Agreement and the purchase of the Shares contemplated hereby. (ef) It is an "accredited investor" within the execution, delivery and performance meaning of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation Rule 501 of or constitute a default (or an event that with notice or lapse of time or both could become a default) Regulation D promulgated under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundSecurities Act.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor hereby represents and warrants to the Company that other Investor that: 1.9.1. Such Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has the requisite power, capacity and authority to execute and deliver this Agreement, the Equity Commitment Letter and the Limited Guarantee and perform its obligations thereunder (a) as subject to and in accordance with the terms thereof). 1.9.2. The information to be supplied in writing by such Investor specifically for inclusion in any filings contemplated by the Merger Agreement will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the date hereofcircumstances under which they were made, not misleading at the time of such filing. 1.9.3. Such Investor has all limited partnership or other entity power and authority to execute, deliver and perform its obligations under this Agreement, the Equity Commitment Letter and the Limited Guarantee. 1.9.4. The execution, delivery and performance of this Agreement, the Equity Commitment Letter and the Limited Guarantee by such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has have been duly and validly authorizedauthorized and approved by all necessary limited partnership or other entity action by such Investor and no additional proceedings are necessary to approve such agreements. 1.9.5. This Agreement, executed, the Equity Commitment Letter and the Limited Guarantee have been duly and validly executed and delivered by such InvestorInvestor (or in the case of the Limited Guarantee, the Affiliates of such Investor that are parties thereto) and constitutes a constitute legal, valid and binding obligation and agreement agreements of such Investor, Investor (or such Affiliates) enforceable against such Investor in accordance with its terms, (or such Affiliates) except as enforcement thereof such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium and other similar Laws affecting or similar laws relating to creditors’ rights generally affecting the rights of creditors and (ii) is subject to general principles of equity. 1.9.6. Such Investor or its Affiliates, as applicable, have, and for so long as the Equity Commitment Letter remains in effect under its terms, will have, uncalled and legally enforceable capital commitments from limited partners and/or other investors or legally enforceable equity principlescommitments from underlying investors to purchase interests in such Investor, (c) in each case, at least equal to such Investor’s Equity Commitment. 1.9.7. The execution, delivery and performance of this Agreement, the Equity Commitment Letter and the Limited Guarantee by such Investor has (or in the authority to execute this Agreement on behalf case of itself and the applicable Investor associated with that signatory’s nameLimited Guarantee, and to bind the Affiliates of such Investor to the terms hereofthat are parties thereto) does not and will not conflict with, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with require a consent, waiver or approval under, violate the terms of or result in a breach or the acceleration of any obligation under (i) any material contract, commitment or other instrument to which such Investor (or such Affiliates) is a party or is bound, or (ii) its organizational documents or any applicable Law, Order or material contractual restriction binding on such Investor (or such Affiliates) or its assets (or such Affiliates’ assets). 1.9.8. Such Investor has had the opportunity to conduct its own independent investigation, review and analysis of the business, operations, assets and properties, liabilities, results of operations, financial condition, technology and prospects of the Company Group and the business thereof as it has deemed necessary or advisable in connection with entering into this Agreement and the related documents and the transactions contemplated hereby and thereby (eincluding the Merger Agreement, other Transaction Documents and all transactions contemplated thereby) and have sufficient experience to be capable of making an informed judgment with respect thereto, and Investor and its Representatives have been provided adequate access to the personnel, assets, properties, premises and records of the Company Group and the business thereof for such purpose. 1.9.9. All consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Agreement by such Investor does not have been obtained or made and will not violate all conditions thereof have been duly complied with, and no other action by, and no notice to or conflict filing with, any Governmental Authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement, in each case, other than other than (i) any lawsuch reports, ruleschedules, regulationstatements, orderfilings, judgmentwaivers, clearances, approvals or decree applicable to itwaiting periods contemplated by the Merger Agreement, or and (ii) result as would not, individually or in the aggregate, prevent, materially delay or materially impair the ability of such Investor to perform its obligations under this Agreement. 1.9.10. The other Investor has not made any breach representation or violation warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and each Investor explicitly disclaims any warranty, express or constitute a default implied, with respect to such matters. 1.9.11. Such Investor is not relying on the other Investor (or an event that with notice or lapse of time or both could become a defaulti) under or pursuant tofor its due diligence concerning, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation evaluation of, Parent, Merger Sub, the Company or their respective assets or businesses, (ii) for its decision with respect to making any organizational document, agreement, contract, commitment, understanding, investment contemplated hereby or arrangement (iii) with respect to which tax and other economic considerations involved in such Investor is a party or by which it is boundinvestment.

Representations and Warranties of the Investors. Each Investor hereby, as to itself only and for no other Investor, on behalf of itself, severally represents and warrants to the Company that as follows: (a) as Organization; Authority. Such Investor is an entity duly organized, validly existing and in good standing under the laws of the date hereof, jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The purchase by such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or Securities hereunder has been duly authorized by all necessary action on the part of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this such Investor. This Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, Investor and constitutes a the valid and binding obligation and agreement of such Investor, enforceable against such Investor it in accordance with its terms, except as enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganizationreorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally, moratoriumand (ii) the effect of rules of law governing the availability of specific performance and other equitable remedies. (b) No Public Sale or Distribution; Investment Intent. Such Investor is (i) acquiring the Common Shares and the Warrants and (ii) upon exercise of the Warrants will acquire the Warrant Shares issuable upon exercise thereof, fraudulent conveyancein the ordinary course of business for its own account and not with a view towards, or similar laws generally affecting for resale in connection with, the rights of creditors public sale or distribution thereof, except pursuant to sales registered under the 1933 Act or under an exemption from such registration and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself in compliance with applicable federal and the applicable Investor associated with that signatory’s namestate securities laws, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not have a present arrangement to effect any distribution of the Securities to or through any person or entity; provided, however, that by making the representations herein, such Investor does not agree to hold any of the Securities for any minimum or other specific term and will not violate reserves the right to dispose of the Securities at any time in accordance with or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable pursuant to it, or (ii) result in any breach or violation of or constitute a default (registration statement or an event that with notice or lapse of time or both could become a default) exemption under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is bound1933 Act.

Representations and Warranties of the Investors. Each InvestorThe Investors, on behalf of itselfjointly and severally, severally represents represent and warrants warrant to the Company that Surge as set forth in this Section 4. (a) as Each of the date hereofInvestors has the power and authority to accept, execute and deliver this Agreement and to carry out its obligations hereunder; and the execution, delivery and performance by each of the Investors of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Investor beneficially owns, directly or indirectly, only and this Agreement constitutes the number valid and legally binding obligations of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities each of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price Investors enforceable against each of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor Investors in accordance with its terms, except as enforcement thereof the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization or similar other laws generally affecting the enforcement of creditors' rights of creditors generally now or hereafter in effect and subject to general equity principlesthe application of equitable principles and the availability of equitable remedies. (b) None of the Investors is a party or subject to nor bound by any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge any of the Securities, other than pursuant to this Agreement. (c) such Investor has Each of the authority to execute this Agreement on behalf Investors is the lawful owner of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts Securities to cause its respective Affiliates be assigned, transferred and Associates conveyed to comply Surge by the Investor pursuant to Section 2 above and has the full right, power, and authority to assign, transfer and convey to Surge such Securities in accordance with the terms of this Agreement; and the sale, assignment, transfer and conveyance of such Securities in accordance with the terms of this Agreement will transfer good, valid and marketable title to such Securities free and clear of all liens, encumbrances, claims or rights of every kind and nature whatsoever. (d) Each of the Securities to be assigned, transferred and conveyed to Surge pursuant to Section 2 above is owned by the Investors free and clear of any and all restrictions, liens, claims, or encumbrances or rights of third parties of any nature whatsoever, with the exception of the legend that appears on the reverse side of the Certificate. The Securities assigned, transferred and conveyed to Surge pursuant to this Agreement represent all of the shares of stock, warrants or other debt or equity securities of Surge held by the Investors, their family members, associates and affiliates. (e) The Investors never received certificates representing warrants (the execution"Warrants") to purchase shares of common stock of Surge as reflected in Surge's financial statements in its Annual Report on Form 10-KSB for the year ended November 30, delivery 2001; such Investors never transferred or otherwise disposed of their rights to such Warrants and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result Warrants are specifically included in the loss equity securities of a material benefit under, or give Surge to which the Investors have released their rights hereunder. (f) The Investors are not aware of any right of termination, amendment, acceleration or cancellation of, any organizational documentcontract, agreement, contractor obligation, commitmentoral or written, understandingbetween Surge (including the related parties released by the Investors) and the Investors' family members, or arrangement to which such Investor is a party or by which it is boundassociates and affiliates, other than this agreement.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor represents and warrants to the Company that Purchaser that: (a) as of the date hereofThis Agreement and its execution, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, delivery and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which performance by the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price been duly authorized by all requisite action on behalf of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Investor and its trustees. This Agreement has been duly and validly authorized, executed, executed and delivered by such the Investor, and assuming the due execution and delivery thereof by Purchaser, constitutes a legal, valid and binding obligation and agreement of such the Investor, enforceable against such the Investor in accordance with its terms, except as enforcement thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, Enforceability Exceptions. (cb) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the The execution, delivery and performance of this Agreement by such the Investor does and the consummation by the Investor of the transactions contemplated hereby do not and will not violate not, with or conflict with without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule, regulation, order, judgment, Law or decree Order applicable to itthe Investor, or (ii) violate the trust agreement of the Investor, (iii) require authorization, approval, consent or other action by any Person (other than authorizations, approvals and consents that have already been obtained and actions already taken) under, result in a breach of any breach or violation of the terms of, or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give rise to any right of termination, amendment, cancellation or acceleration or cancellation of, to a loss of any organizational document, agreement, contract, commitment, understanding, or arrangement benefit to which such the Investor is entitled under any provision of any agreement or other instrument to which the Investor is a party or by which it the Investor is bound, or (iv) result in the imposition of any Lien on any of the Excluded Shares. (c) As of the date hereof, the Investor is the beneficial owner of its Excluded Shares, free and clear of any Liens and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of any such Excluded Shares) other than those created by this Agreement. The Investor and its trustees together will have, and at all times during the term of this Agreement will have, with respect to its Excluded Shares, the sole power, directly or indirectly, to vote such Excluded Shares.

Representations and Warranties of the Investors. Each InvestorThe Investors, on behalf of itselfjointly and severally, severally represents represent and warrants warrant to the Company that (a) as of follows: a. Each Investor who is a natural person is competent and has all requisite power and authority to execute and deliver this Agreement and to consummate the date hereof, such transactions contemplated hereby. Each Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit Awhich is not a natural person has been duly organized, and Exhibit A includes is validly existing and in good standing, under the laws of its jurisdiction of formation, and has all Affiliates requisite power and Associates of any Investor that own any securities of authority to execute and deliver this Agreement and to consummate the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this transactions contemplated hereby. b. This Agreement has been duly and validly authorized, executed, executed and delivered by each Investor or by the principals of such InvestorInvestor and, assuming due and valid execution and delivery by the Company, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except subject as enforcement thereof may be limited by to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally affecting the rights of creditors and subject to general principles of equity principles, (c) such Investor has the authority to execute this Agreement on behalf regardless of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each whether enforcement is sought in a proceeding at law or in equity). The performance of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the executionshall not conflict with, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgmentconstitute a violation of, or decree applicable to it, or (ii) result in require any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit consent under, any certificate or give any right articles of terminationincorporation, amendment, acceleration or cancellation of, any organizational document, limited partnership agreement, contracttrust agreement, commitment, understanding, bylaws or arrangement any other agreement or instrument to which such Investor is a party or by which it such Investor is bound, and shall not require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to such Investor or such Investor’s shares of Common Stock, except as may be required by federal and state securities laws. c. There are no other persons (as defined in Section IV.7) who, by reason of their personal, business, professional or other arrangement, relationship or affiliation with such Investor, whether written or oral and whether existing as of the date hereof or in the future, have agreed, explicitly or implicitly, to take any action on behalf of or in lieu of each Investor that would otherwise be prohibited by this Agreement. d. As of the date hereof, the Investors and their affiliates and associates (as such terms are defined in Section IV.7) beneficially own an aggregate of 4,200 shares of Common Stock (the “Investor Shares”), free and clear of all liens and encumbrances, and no other person has any beneficial ownership interest in the Investor Shares. Amendment No. 3 to Schedule 13D dated November 27, 2002, filed with the SEC by Xxxx, Xxxx Brothers, the Trust and Xxxxxxx correctly sets forth the beneficial ownership of shares of Common Stock of each Investor. As of the date hereof, no Investor or any affiliate or associate of such Investor beneficially owns any equity or debt securities of the Company or any subsidiary, other than the foregoing, and no Investor or any affiliate or associate of such Investor has any rights, options or agreements to acquire or vote any other shares of Common Stock or other securities of the Company.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor hereby represents and warrants to the Company that (a) as on the date hereof and on the Closing Date that: Authorization. Such Investor is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the date hereofjurisdiction of its incorporation or formation with full right, such corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. Such Investor beneficially owns, directly or indirectly, only has full power and authority to enter into the number of shares of Common Stock as described opposite its name on Exhibit ATransaction Documents, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in each Transaction Document to which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than is a broad-based market basket or index), or otherwise, (b) this Agreement party has been duly and validly authorized, executed, executed and delivered by such Investor, the Investor and constitutes a its valid and legally binding obligation and agreement of such Investorobligation, enforceable against such Investor in accordance with its terms, terms except (a) as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar moratorium and other laws generally of general application affecting the enforcement of creditors’ rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s namegenerally, and to bind such Investor (b) as limited by laws relating to the terms hereofavailability of specific performance, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the injunctive relief or other equitable remedies. The execution, delivery and performance of this Agreement by such Investor does not and the consummation by it of the transactions contemplated thereby have been duly and validly authorized by all necessary all necessary corporate, partnership, limited liability company or similar legal action, as applicable, and no further consent or authorization of such Investor is required. The execution, delivery and performance of this Agreement by such Investor and the consummation by such Investor of the transactions contemplated thereby will not violate or (a) conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any a breach or violation of any of the terms or provisions of, or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement material agreement to which such Investor is a party or by which it such Investor is boundbound or to which any of the property or assets of such Investor is subject, (b) conflict with or result in any violation of the provisions of the organizational documents of such Investor, or (c) violate any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over such Investor or the property or assets of such Investor, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of the Investors. Each Investorof First MP and Second MP, solely on behalf of itselfitself and not on behalf of any other Investor, severally hereby represents and warrants to the Company that as follows: (a) as of Immediately following the date hereofClosing, such Investor beneficially owns, directly and one or indirectly, only more of its Affiliates will be the Beneficial Owner of the number of shares of Common Stock as described Shares listed on Annex B opposite its such Investor’s name on Exhibit A, and Exhibit A includes at that time such Acquired Shares will constitute all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, Shares Beneficially Owned by such Investor and such of its Affiliates. (b) Such Investor has been duly formed, is validly existing and is in good standing under the laws of its state of organization. Such Investor has all requisite limited partnership power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (c) The execution and delivery by such Investor of this Agreement, the performance by such Investor of its obligations under this Agreement and the consummation by such Investor of the transactions contemplated hereby do not and will not conflict with, violate any provision of, or require the consent or approval of any Person which has not been obtained under, Applicable Law, the organizational documents of such Investor or any contract or agreement to which such Investor is a party. (d) The execution, delivery and performance of this Agreement by such Investor have been duly authorized by all necessary limited partnership action on the part of such Investor. This Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency and other laws of general applicability relating to or similar laws generally affecting the creditors’ rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf principles of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and equity. (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with Such Investor: (i) any lawis acquiring the Acquired Shares for its own account, rule, regulation, order, judgmentsolely for investment and not with a view toward, or decree applicable to itfor sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” laws, or with any present intention of distributing or selling such Acquired Shares in violation of any such laws, (ii) result has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Acquired Shares and of making an informed investment decision and (iii) is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Such Investor has requested, received, reviewed and considered all information that such Investor deems relevant in making an informed decision to invest in the Shares and has had an opportunity to discuss the Company’s business, management and financial affairs with its management and also had an opportunity to ask questions of officers of the Company that were answered to such Investor’s satisfaction. Such Investor understands that the Company is relying on the statements contained herein to establish an exemption from registration under the Securities Act and under state securities laws and acknowledges that the Acquired Shares are not registered under the Securities Act or any breach or violation other Applicable Law and that such shares may not be Transferred except pursuant to the registration provisions of or constitute a default (or an event that with notice or lapse of time or both could become a default) under the Securities Act or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, Investor severally represents and warrants to the Company that that: (a) as It is acquiring the Shares and the Warrant for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Shares or the Warrant, but subject, nevertheless, to any requirement of law that the disposition of the date hereof, such Investor beneficially owns, directly or indirectly, only Investor’s property shall at all times be within the number of shares of Common Stock as described opposite its name on Exhibit AInvestor’s control, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related without prejudice to the price Investor’s right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Common Stock (other than a broad-based market basket Securities Act or index), or otherwise, under an exemption from said registration available under the Securities Act. (b) It has full power and legal right to execute and deliver this Agreement and to perform its obligations hereunder. (c) It is a validly existing partnership, limited liability company, trust or corporation, as the case may be, duly organized under the laws of its jurisdiction of organization or formation. (d) It has been duly and validly authorizedtaken all action necessary for the authorization, executedexecution, delivery, and delivered performance of this Agreement and its obligations hereunder, and, upon execution and delivery by such Investorthe Company, and constitutes a this Agreement shall constitute the valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as that such enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity. (e) There are no claims for brokerage commissions or finder's fees or similar laws generally affecting compensation in connection with the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute transactions contemplated by this Agreement based on any arrangement made by or on behalf of itself such Investor and such Investor agrees to indemnify and hold the applicable Investor associated with Company harmless against any costs or damages incurred as a result of any such claim. (f) It has such knowledge and experience in financial and business matters that signatory’s nameit is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bind bear the economic risk of such Investor investment for an indefinite period of time. It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms conditions of this Agreement and the purchase of the Shares contemplated hereby. It is a “qualified institutional buyer” within the meaning of Rule 144A(a) of the Securities Act or an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act. (eg) Except as contemplated by Section 5.7 and except for such consents, approvals and filings, the executionfailure to obtain or make would not, individually or in the aggregate, have a material adverse effect on the ability of the Investor to consummate the transactions contemplated by this Agreement, the execution and delivery by it of this Agreement and the performance by such Investor of its obligations hereunder and the consummation by such Investor of the transactions contemplated hereby do not require such Investor to obtain any consent, approval, clearance or action of, or make any filing, submission or registration with, or give any notice to, any Governmental Authority or judicial authority. (h) The execution and delivery of this Agreement by such Investor does not do not, and the fulfillment of the terms hereof and thereof by such Investor will not not, (i) violate or conflict with its partnership agreement, trust agreement, the articles of incorporation, other constitutive documents or by-laws (ior other similar applicable documents) any lawof the Investor, rule, regulation, order, judgment, or decree applicable to it, or as applicable; (ii) result in a breach of any breach of the terms, conditions or violation of provisions of, or constitute a default (with or an event that with without the giving of notice or lapse the passage of time (or both could become a defaultboth)) under or pursuant tounder, or result in the loss of a material benefit undermodification of, or give any right permit the acceleration of termination, amendment, acceleration rights under or cancellation termination of, any organizational document, agreement, contract, commitment, understanding, or arrangement material contract to which such Investor is a party or (iii) violate any law, ordinance, standard, judgment, rule or regulation of any court or federal, state or foreign regulatory board or body or administrative agency having jurisdiction over such Investor or over its respective properties or businesses; except, in the cases of clauses (ii) and (iii) where such event would not be reasonably likely to have a material adverse effect on the Investor’s ability to consummate the transactions contemplated by which it is boundthis Agreement.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, jointly and severally represents and warrants to the Company that (a) as of the date hereofof this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has Investors have any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreements, contracts agreements or instruments in any way related to otherwise and no Investor is a member of a “group” within the price meaning of Section 13(d)(3) of the Common Stock (Exchange Act other than a broad-based market basket or index), or otherwisethe Investor Group, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereofof this Agreement, (d) each of the Investors shall use its commercially reasonable efforts to cause each of its respective Affiliates and Associates Related Persons to comply with the terms of this Agreement and shall be responsible for any violation of this Agreement by any such Related Person, and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, understanding or arrangement to which such Investor member is a party or by which it is bound. Each Investor further agrees that it shall not compensate or indemnify the New Director for serving on the Board or enter into voting commitments or other agreements, arrangements or understandings relating to the Company or otherwise with the New Director, any other director or any officer of the Company. Each Investor represents and warrants that, as of the date hereof, it has no, and during the term of this Agreement it will not enter into any, (i) voting commitments or other agreements, arrangements or understandings with the New Director with respect to his service on the Board other than Investor’s proposal or potential nomination of such candidate to the Board, or (ii) any other agreement, arrangement or understanding that would affect the New Director’s independence or objectivity vis-à-vis the Investor Group. Each Investor represents and warrants that it does not have, directly or indirectly, any agreements, arrangements or understandings with any person (other than its own Representatives or other Investors) with respect to any potential transaction involving the Company or any of its subsidiaries, the acquisition, voting or disposition of any securities of the Company, or the potential submission of any proposals or director nominations to the Company (other than Investor’s understanding with the New Director concerning Investor’s proposal or potential nomination of such candidate to the Board).

Representations and Warranties of the Investors. Each Investor, on behalf of itselfthe ----------------------------------------------- Investors represents and warrants, severally represents and warrants not jointly, to Holding and Newco and to the Company that other Investors that: (a) as The execution and delivery by such Investor of this Agreement and the documents contemplated hereby, the performances by such Investor of its, his or her obligations hereunder and thereunder and the consummations by such Investor of the date hereof, transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit AInvestor, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery thereof by Holding and Newco, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws generally affecting the rights enforcement of creditors rights generally and subject to by the effect of general principles of equity principles, (cregardless of whether enforcement is considered in a proceeding in equity or in law). (b) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the The execution, delivery and performance by such Investor of this Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby and thereby does not and will not violate not, with or conflict with without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule, regulation, order, judgment, rule or decree regulation applicable to itsuch Investor or its, his or her respective properties or assets; (ii) result violate the provisions of the constituent organizational documents or other governing instruments applicable to such Investor, as amended to date; or (iii) violate any judgment, decree, order or award of any court, governmental or quasi- governmental agency or arbitrator applicable to such Investor or its, his or her respective properties or assets. (c) Such Investor (i) is an "accredited investor" within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), (ii) -------------- is experienced in any breach evaluating and investing in private placement transactions of securities of companies in a similar stage of development and acknowledges that he, she or violation it is able to fend for himself, herself or itself, can bear the economic risk of the Investor's investment in Holding, and has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment in the Holding Class B Common Stock and can afford a complete loss of its, his or constitute her investment, (iii) if other than an individual, has not been organized for the purpose of acquiring the Holding Class B Common Stock, (iv) understands that no public market now exists for the Holding Class B Common Stock and there is no assurance that a default pubic market will ever exist for the Holding Class B Common Stock and (v) understands that the Holding Class B Common Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an event exemption therefrom, and that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss absence of a material benefit underan effective registration statement covering the Holding Class B Common Stock or an available exemption from registration under the Securities Act, the Holding Class B Common Stock must be held indefinitely. (d) Such Investor's, together with its Affiliates' (as defined in the Merger Agreement), total beneficial ownership of shares of outstanding CBRE Common Stock as of the date hereof is accurately set forth opposite such Investor's name on Schedule I hereto, and each of such shares when transferred and delivered to Holding will be free and clear of all Liens. (e) Such Investor has no plan or give any right intention to transfer its shares of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundHolding Class B Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each Investor hereby, for itself and for no other Investor, on behalf of itself, severally represents and warrants to the Company that as follows: (a) as Organization; Authority. Such Investor is an entity duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations thereunder. The execution, delivery and performance by such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) transactions contemplated by this Agreement has been duly authorized by all necessary corporate or, if such Investor is not a corporation, such partnership, limited liability company or other applicable like action, on the part of such Investor. Each of this Agreement and validly authorized, executed, and delivered the Registration Rights Agreement has been duly executed by such Investor, and constitutes a when delivered by such Investor in accordance with terms hereof, will constitute the valid and legally binding obligation and agreement of such Investor, enforceable against such Investor it in accordance with its terms, except as enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, liquidation or similar laws relating to, or affecting generally affecting the enforcement of, creditors’ rights and remedies or by other equitable principles of creditors general application. (b) Investment Intent. Such Investor is acquiring the Securities as principal for its own account for investment purposes only and subject not with a view to general equity principlesor for distributing or reselling such Securities or any part thereof, without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is acquiring the Securities hereunder in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. (c) Investor Status. At the time such Investor has was offered the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s nameSecurities, it was, and to bind such at the date hereof it is, and on each date on which it exercises Warrants it will be, an “accredited investor” as defined in Rule 501(a) under the Securities Act. Such Investor to the terms hereof, (d) each is not a registered broker-dealer under Section 15 of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundExchange Act.

Representations and Warranties of the Investors. Each Investorof the Investors hereby severally, on behalf of itselfand not jointly, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock hereof and as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related respective Closing Date to the price Company as follows: (a) Such Investor is an individual or is an organization duly organized and validly existing and in good standing under the laws of the Common Stock (other than a broad-based market basket or index)its state of formation, or otherwise, with all necessary power and authority to own properties and to conduct its business as currently conducted. (b) this Agreement Such Investor has all necessary legal power and authority to enter into, deliver and perform its obligations under the Related Agreements. The execution, delivery and performance of the Related Agreements by such Investor and the consummation by it of the transactions contemplated thereby have been duly and validly authorizedauthorized by all necessary legal action, executed, and no further consent or authorization of such Investor is required. Each of the Related Agreements to which the Investor is a party has been duly executed and delivered by such Investor, where applicable, and constitutes a legal, valid and binding obligation and agreement obligations of such Investor; provided, enforceable against that, with respect to each such Investor in accordance with its termsagreement, except as enforcement the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally affecting the rights and by general principles of creditors and subject to general equity principles, (regardless of whether such principles are considered in a proceeding in equity or at law). HUSA – Securities Purchase Agr – Series A Preferred 7 (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the The execution, delivery and performance of this Agreement the Related Agreements by such Investor does not and the consummation by such Investor of the transactions contemplated thereby will not violate or conflict with (i) any law, rule, regulation, order, judgment, conflict with or decree applicable to it, or (ii) result in any a breach or violation of any of the terms or provisions of, or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement material agreement to which such Investor is a party or by which such Investor is bound or to which any of the property or assets of such Investor is subject, (ii) conflict with or result in any violation of the provisions of the organizational documents of such Investor, or (iii) violate any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over such Investor or the property or assets of such Investor, except in the case of clauses (i) and (iii), for such conflicts, breaches, violations or defaults would not prevent the consummation of the transactions contemplated by the Related Agreements. (d) It is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (e) It is acquiring the Preferred Securities for its own account, for investment purposes only and not with a view to any distribution thereof that would not otherwise comply with the Securities Act. (f) It understands that (i) the Preferred Securities have not been registered under the Securities Act and the Preferred Securities are being issued by the Company in transactions exempt from the registration requirements of the Securities Act and (ii) all or any part of the Preferred Securities may not be offered or sold except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable state laws. (g) It understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to it) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (h) It did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to any such broker or finder, except as otherwise provided for in this Agreement. (i) Such Investor is not and is not using the assets of (i) an employee benefit plan as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or any entity whose underlying assets are treated as assets of such employee benefit plans, or (ii) a “plan” as defined in Section 4975(e)(1) of the Code, or an entity whose underlying assets are treated as the assets of such plan. (j) Such Investor: (i) is able to fend for itself in the Transactions; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Preferred Securities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. (k) Such Investor acknowledges that (i) it has conducted its own investigation of the Company and the terms of the Preferred Securities, (ii) it has had access to the Company’s public filings with the SEC and to such financial and other information as it deems necessary to make its decision to purchase the Preferred Securities, (iii) it is boundaware that the Company is presently below compliance standards relating to the continued listing of its Common Stock on the NYSE Mkt and that the Common Stock is subject to delisting from the NYSE Mkt if non-compliance is not cured, of which there can be no assurance, and (iv) has been offered the opportunity to conduct such review and analysis of the business, assets, condition, operations and prospects of the Company and the Company Subsidiaries and to ask questions of the Company and received answers thereto, each as it deemed necessary in connection with the decision to purchase the Preferred Securities. Such Investor further acknowledges that it has had such opportunity to consult with its own counsel, financial and tax advisors and other professional advisers as it believes is sufficient for purposes of the purchase of the Preferred Securities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Article II of this Agreement or the right of the Investor to rely on such representations and warranties. HUSA – Securities Purchase Agr – Series A Preferred 8 (l) Except for the representations and warranties contained in Article II of this Agreement (including any references in such Section to the SEC Reports), such Investor acknowledges that neither the Company nor any Person on behalf of the Company makes, and the Investor has not relied upon, any other express or implied representation or warranty with respect to the Company or any Company Subsidiaries or with respect to any other information provided to the Investor in connection with the Transactions. (m) Such Investor is a citizen of the United States within the meaning of 46 U.S.C. Sec. 50501 (a “U.S. Citizen”). (n) Such Investor understands that the Preferred Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the applicability of such exemptions and the suitability of such Investor to acquire the Preferred Securities. (o) Such Investor understands that the certificates evidencing the Preferred Securities and the Common Stock issuable upon conversion of the Preferred Securities may bear a legend or other restriction substantially to the following effect (it being agreed that if any such securities are not certificated other appropriate restrictions shall be implemented to give effect to the following): “THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY COMPANY SUBSIDIARY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.”

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor represents and warrants to each other Party, solely with respect to itself, that on the Company that date such Investor became a party to this Agreement: (a) as If such Investor is an entity, it is duly organized and validly formed under the laws of the date hereof, such Investor beneficially owns, directly or indirectly, only the number jurisdiction of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, organization. (b) Such Investor has the full right, power and authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. (c) The execution and delivery by it of this Agreement and the performance by such Investor of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on its part and does not require any corporate or other action on the part of any trustee or beneficial or record owner of any equity interest in such Investor, other than those that have been obtained and are in full force and effect. (d) This Agreement has been duly and validly authorized, executed, executed and delivered (or is deemed to have been duly executed and delivered) by such InvestorInvestor and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency and other laws of general applicability relating to or similar laws generally affecting the creditors’ rights of creditors and subject to general equity principles, principles of equity. (ce) The execution and delivery (or deemed execution and delivery) by such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does of its obligations under this Agreement do not and will not conflict with, result in a breach of or violate any provision of, or conflict with require the consent or approval of any Person (iexcept for any such consents or approvals which have been obtained) any under applicable law, ruleany trust instrument, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement any contract or agreement to which such Investor is a party. (f) Such Investor has not granted or become a party to, and shall not grant or by become a party to any proxy, voting trust or other agreement which it is boundinconsistent with, conflicts with or violates any provision of this Agreement or would otherwise frustrate or limit the ability of such Investor to comply with its obligations hereunder. (g) As of the date of this Agreement, other than this Agreement, there are no voting trusts, stockholder agreements, proxies or other agreements in effect pursuant to which such Investor has a contractual obligation with respect to the voting or Transfer of any Common Shares or that are otherwise inconsistent with or conflict with any provision of this Agreement.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor hereby represents and warrants to the Company that as follows: (a) as of the date hereofIf such Investor is not an individual, such Investor beneficially ownsis duly organized, directly or indirectly, only validly existing and in good standing under the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities laws of the Company beneficially or jurisdiction of record and reflects all shares of Common Stock in which the its organization. Such Investor has any right all requisite power and authority to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related execute and deliver this Agreement and to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, perform its obligations under this Agreement. (b) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) Applicable Law, (y) if such Investor is not an individual, its organizational documents or (z) any material contract or agreement to which it is a party. (c) If such Investor is not an individual, the execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on its part and does not require any corporate or other action on the part of any trustee or beneficial or record owner of any equity interest in it, other than those which have been obtained prior to the date hereof and are in full force and effect. (d) This Agreement has been duly and validly authorized, executed, executed and delivered by such InvestorInvestor and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency and other laws of general applicability relating to or similar laws generally affecting the creditors’ rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf principles of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundequity.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally the Investors hereby represents and warrants to the Company that (a) Company, as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities follows: (a) Each of the Company beneficially or Investors that is not a natural person is duly organized, validly existing and in good standing under the laws of record its jurisdiction of organization and reflects all shares of Common Stock in which has the Investor has any right power, authority and capacity to acquire or has an interest therein or related theretoexecute and deliver this Agreement, whether through derivative securities, voting agreements, contracts or instruments in any way related to perform their obligations hereunder and to consummate the price of the Common Stock (other than a broad-based market basket or index), or otherwise, transactions contemplated hereby. (b) The execution and delivery of this Agreement by each Investor and the consummation by each Investor of the transactions contemplated hereby (i) do not require such Investor to obtain any consent, approval, authorization, order, registration or qualification of or (except for filings pursuant to Section 13 or Section 16 of the Exchange Act) make any filing with any court, administrative or regulatory body, including any stock exchange or self-regulatory organization, governmental authority, arbitrator, mediator or similar body (each, a “Governmental Authority”); and (ii) except as would not have a material adverse effect on the ability of each Investor to consummate the transactions contemplated by this Agreement on the terms set forth herein or on the ability of each Investor to perform its obligations under this Agreement, do not and will not constitute or result in a breach, violation or default under (a) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any Governmental Authority applicable to each Investor or (b) the terms of any agreements binding upon each Investor. (c) This Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, each Investor and constitutes a legal, valid and binding obligation and agreement of such each Investor, enforceable against such each Investor in accordance with its terms, except as enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally affecting the rights and by general principles of creditors and subject to general equity principles, (c) such equity. Each Investor has the authority duly taken all necessary action to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) authorize the execution, delivery and performance of this Agreement by and the transactions contemplated hereby. (d) The Investors have dispositive power of the Investor Shares and are the sole owner of the Record Shares and the Freestone Shares. Each Investor has good and valid title to the Investor Shares, free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, assessment, option, proxy, agreement to vote, equitable or other adverse claim (collectively, “Liens”) other than Liens existing under applicable securities laws (collectively, “Permitted Liens”), and each Investor has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Investor Shares or its ownership rights in such Investor does Shares or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Investor Shares. There are no contracts, commitments, agreements, understandings or arrangements of any kind (contingent or otherwise) relating to, or granting rights in connection with, the issuance, sale, transfer or ownership of any of the Investor Shares, other than as contemplated by this Agreement. The delivery of the Investor Shares to the Company pursuant to this Agreement shall transfer and convey good, valid and marketable title thereto to the Company, free and clear of all Liens other than Permitted Liens. (e) Without limiting the representations and warranties of the Company in Article III, each Investor has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding the transactions contemplated by this Agreement and of making an informed investment decision. In entering into this Agreement, the Investors have consulted with their own advisors and have relied solely upon its own investigation and analysis, without relying upon the Company except to the extent specified in this Agreement. (f) The Investors acknowledge that the Company may be in possession of material non-public information about the Company not known to the Investors. (g) Each Investor has had a reasonable opportunity to ask questions and will receive answers concerning the terms and conditions of the transactions contemplated hereby, the Investor Shares and the Company, and all such questions have been answered to such Investor’s full satisfaction. Each Investor has had full access to such other information concerning the Investor Shares and the Company (including certain information which has been delivered subject to the Confidentiality Agreement dated November 27, 2017 (the “Confidentiality Agreement”)). (h) Each Investor acknowledges and confirms that it is aware that the Company is not violate making any representation or conflict warranty to the Investors whatsoever with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Company, or with respect to the value of the Investor Shares. Each Investor acknowledges and confirms that it is aware that the closing sale price of the Investor Shares (the “Stock Price”) has fluctuated since the Investors acquired the Shares and is likely to continue to fluctuate after the date hereof, including possible material increases to the Stock Price. (i) Other than the Investor Shares, none of the Investors nor any law, rule, regulation, order, judgment, of their Affiliates or decree applicable to it, or Associates beneficially owns any securities of the Company. (iij) result Each Investor is entering into this Agreement in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss good faith and not as part of a material benefit underplan or scheme to evade compliance with federal securities laws. (k) Except for the representations and warranties contained in this Agreement, none of the Investors nor any other person on behalf of any of the Investors makes any other express or give implied representation or warranty with respect to any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundthe Investors.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally the Investors represents and warrants to the Company that (a) as and each of the date hereof, such Investor beneficially owns, directly Guarantors that it is acquiring the Securities to be purchased by it hereunder for its own account for the purpose of investment and not with a view to or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of for sale in connection with any Investor that own any securities distribution thereof in violation of the Company beneficially Securities Act; provided, however, that nothing herein contained shall prevent the Investors from selling or of record and reflects all shares of Common Stock in which the Investor has transferring any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments Securities in any way related transaction that, in the opinion of their counsel, which shall be reasonably acceptable to the price Company (Xxxxxxx Xxxx & Xxxxxxxxx and other counsel of national or regional standing being deemed for the purposes herein to be acceptable to the Company), is exempt from the registration provisions of the Common Stock (other than a broad-based market basket or index)Securities Act and applicable state securities laws. In addition, or otherwise, (b) each Investor represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly and validly authorized, executed, executed and delivered by such Investora Person authorized to do so. In addition, each Investor represents and constitutes a valid warrants that it is an "accredited investor" as defined in Rule 501 of the General Rules and binding obligation Regulations under the Securities Act. Each of the Investors further represents and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor warrants to the terms hereof, (d) Company and each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates Guarantors as follows: (a) The execution and Associates to comply with the terms delivery of this Agreement by such Investor does not, and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not not, (a) require any consent, approval, authorization, declaration, order or permit of, or filing, registration or qualification with or notice to, any governmental authority or regulatory authority, except as may be required under federal or state securities laws, (b) conflict with or violate the charter or conflict with (i) or violate any law, rule, regulation, order, judgment, judgment or decree applicable to itsuch Investor, or (iic) result in conflict with or violate any breach law, rule, regulation, order, judgment or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant todecree applicable to such Investor, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, instrument or arrangement agreement to which such Investor is a party or by which it any of its property is bound; (b) such Investor understands that there is not a public market for the Securities, and that the Securities have not been and will not be registered under the Securities Act by reason of a specific exemption from the registration provision, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor's representations and warranties set forth in this Section 11; and (c) Such Investor is domiciled in the state indicted on the signature page to this Agreement signed by or on behalf of such Investor.

Representations and Warranties of the Investors. Each Investor hereby, as to itself only and for no other Investor, on behalf of itself, severally represents and warrants to the Company that as follows: (a) as Organization; Authority. Such Investor is an entity duly organized, validly existing and in good standing under the laws of the date hereofjurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the purchase by such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or Securities hereunder, has been duly authorized by all necessary action on the part of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this such Investor. This Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, Investor and constitutes a the valid and binding obligation and agreement of such Investor, enforceable against such Investor it in accordance with its terms, except as enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganizationreorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally, moratoriumand (ii) the effect of rules of law governing the availability of specific performance, fraudulent conveyanceinjunctive relief and other equitable remedies. (b) No Public Sale or Distribution; Investment Intent. Such Investor understands that none of the Securities have been registered under the Securities Act by reason of a claimed exemption under the provisions of the 1933 Act which depends, in part, on the Investor’s intent in connection therewith. Such Investor represents that it is (i) acquiring the Common Shares and the Warrants and (ii) upon exercise of the Warrants will acquire the Warrant Shares issuable upon exercise thereof, in the ordinary course of business for its own account and not with a view towards, or similar laws generally affecting for resale in connection with, the rights of creditors public sale or distribution thereof, except pursuant to sales registered under the Securities Act or under an exemption from such registration and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself in compliance with applicable federal and the applicable Investor associated with that signatory’s namestate securities laws, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not have a present arrangement to effect any distribution of the Securities to or through any person or entity; provided, however, that, except as set forth in Sections 3.2(h) and will 4.8, by making the representations herein, such Investor does not violate agree to hold any of the Securities for any minimum or conflict other specific term and reserves the right to dispose of the Securities at any time in accordance with (i) any law, rule, regulation, order, judgment, or decree applicable pursuant to it, or (ii) result in any breach or violation of or constitute a default (registration statement or an event that with notice or lapse of time or both could become a default) exemption under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is boundSecurities Act.

Representations and Warranties of the Investors. (i) Each Investor, on behalf of itself, severally Investor represents and warrants to the Company that (a) as it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the date hereofinvestment contemplated by this Agreement and making an informed investment decision with respect thereto. Each Investor represents that it is an "accredited investor" as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the "Securities Act"). Each Investor represents to the Company that it is purchasing the Convertible Preferred Shares for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration or an available exemption under applicable law. Such Investor beneficially owns, directly acknowledges that its respective Convertible Preferred Shares have not been registered under the Securities Act or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates securities laws of any Investor that own state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any securities of the Company beneficially applicable state laws or of record and reflects all shares of Common Stock in which the exemption from such registration is available. (ii) Each Investor has any right to acquire full right, authority and power as an individual or has an interest therein or related theretounder a governing partnership, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index)governing agreement, or otherwise, (b) to enter into this Agreement has been duly and validly authorizedeach agreement, executed, document and instrument to be executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor pursuant to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of or as contemplated by this Agreement and (e) to carry out the transactions contemplated hereby and thereby, and the execution, delivery and performance by such Investor of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action under such Investor's governing partnership or other governing agreement, if any. This Agreement and each agreement, document and instrument executed and delivered by each Investor does pursuant to or as contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of each of the Investors enforceable in accordance with their respective terms. The execution, delivery and performance by each Investor of this Agreement and each such other agreement, document and instrument, and the performance of the transactions contemplated hereby and thereby do not and will not violate or not: (A) violate, conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or whether after the giving of notice, lapse of time or both could become a defaultboth) under any contract or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement obligation to which such any Investor is a party or by which it or its assets are bound, or cause the creation of any encumbrance upon any of the assets of any Investor; (B) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to such Investor; (C) require from such Investor any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (D) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which any Investor is a party or by which such Investor is bound. Each Investor represents that there are no claims for investment banking fees, brokerage commissions, finder's fees or similar compensation (exclusive of professional fees to lawyers and accountants) in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of such Investor.