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

Representations and Warranties of the Investors. Each Investor represents and warrants to the Company on behalf of itself and not jointly that as of the date hereof: (a) Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as 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 authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 Investor, on behalf of itself, severally represents and warrants to the Company on behalf of itself and not jointly 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 (a) Such Investor is duly formedother than a broad-based market basket or index), validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. or otherwise, (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 the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization, moratorium or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute this Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the SEC when terms of this Agreement and as (e) the same is due)execution, the execution delivery and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment, or decree applicable to it, or (ii)(Aii) 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, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event that with notice or without notice, the passage lapse of time or both)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 Contract organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which any of its properties or assets it 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 Investor, on behalf of itself and not any other Investor, hereby represents and warrants to the Company on behalf of itself and not jointly that as follows as of the date hereof:hereof (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 is duly formedBeneficially Owns and owns of record the number of shares of Company Common Stock as listed on Annex A (or, validly existing in the case of a joinder agreement, as listed on an annex to such joinder agreement) opposite such Investor’s name and in good standing under such shares constitute all of the Laws Equity Securities and Derivative Instruments of Delaware with all requisite power and authority required to conduct its business as presently conductedthe Company Beneficially Owned or owned of record 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 limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. under this Agreement. (c) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder 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 requisite limited liability company action of such Investor. No necessary corporate or other analogous 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) Investor. This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery by the Companyother parties hereto, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to the extent that the enforceability thereof may be limited bybankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. (e) Such Investor: (i) applicable bankruptcyis acquiring or has acquired the Warrants and the Shares, insolvencyas applicable, fraudulent conveyancefor its own account, reorganizationsolely for investment and not with a view toward, moratorium or similar Laws from time to time for sale in effect affecting generally the enforcement connection with, any distribution thereof in violation of creditors’ rights and remedies; and 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) general principles has such knowledge and experience in financial and business matters and in investments of equity regardless this type that it is capable of whether enforcement 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 sought in equity 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 at Law. (d) Other than any other Applicable Law and that such Warrants, Warrant Shares and 2021 Shares may not be Transferred except pursuant to the filings required by Section 13 registration provisions of the Exchange Securities Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination compliance with any other event Applicable Law) or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract pursuant to which such Investor is a party or by which 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 Consentsan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor Investor, severally with respect to itself (and not jointly or jointly and severally), represents and warrants to the Company on behalf of itself and not jointly that Parties as of the date hereofExecution Date and the Closing Date as follows: (a) SECTION 8.1 Organization; Authorization. Such Investor is duly formedorganized, validly existing and in good standing under the Laws of Delaware with 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 required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver enter into this Agreement and each Ancillary Agreement to which it is a party and to perform its the obligations hereunder. The execution and delivery to be performed by such Investor of it under this Agreement and the performance by each such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such InvestorAncillary Agreement. 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 authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the The execution and delivery of this Agreement by and the Ancillary Agreements to which such Investor is or will be a party, and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision of Agreement and the Constituent Documents 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 (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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract Ancillary Agreements to which such Investor is or a Subsidiary of such Investor will be a party or at Closing will be, duly executed and delivered by which any of its properties or assets is boundsuch Investor and such Subsidiary, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets and constitutes, and will constitute, a legal, valid and binding obligation of such InvestorInvestor and such Subsidiary, (D) does not violate any Order binding on as the case may be, enforceable against it and such Investor or any part of Subsidiary in accordance with its properties or assetsterms, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentssubject to the Bankruptcy Exception.

Representations and Warranties of the Investors. Each Investor represents and warrants warrants, severally and not jointly, to the Company on behalf of itself and not jointly that as of the date hereofParent Entities that: (a) Such The Investor is duly formedcompetent to, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to sufficient capacity to, execute and deliver this Agreement and the agreements contemplated hereby (including the Closing Agreements) and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its Investor’s obligations hereunder have been duly authorized by all requisite limited liability company action of such Investorand thereunder. 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 been, and at the Rollover Closing the other definitive documentation (including the Closing Agreements) will be, duly executed and delivered by such the Investor and, assuming the due authorization, execution and delivery of this Agreement has been duly authorizedor the other definitive documentation (including the Closing Agreements), executed and delivered as applicable, by the Companyother parties thereto, as applicable, this Agreement constitutes and other definitive documentation (including the legal, Closing Agreements) will constitute the valid and binding obligation of such the Investor, enforceable against such the Investor in accordance with its and their terms, respectively, except to the extent that the as enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights generally and remedies; and (ii) by the effect of general principles of equity (regardless of whether enforcement is sought considered in equity a proceeding in equity, at Law or at Lawotherwise). (db) Other than The execution, delivery and performance by the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance agreements contemplated hereby and the consummation by such the Investor of its obligations under this Agreement: (i) does the transactions contemplated hereby and thereby do not violate any provision 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 Investorwill not, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time or both): (i) violate the provisions of any Law applicable to the Investor or such Investor’s properties or assets; (ii) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to the Investor or such Investor’s properties or assets; or (iii) result in any material breach of any terms or conditions of, or constitute a default under, any Contract contract, agreement or instrument to which such the Investor is a party or by which any of its the Investor or such Investor’s properties or assets is are bound, (C) does not result except, in the creation case of clauses (i), (ii), and (iii), for violations, conflicts or imposition 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 Lien on any part of the properties Rollover Interests. (d) As of the date of this Agreement, there is no audit, suit, proceeding, claim, examination, deficiency, assessment, investigation or assets other action pending or, to the knowledge of the Investor, threatened against either of the Investor or any of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or ’s assets, as applicable, and (E) does 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 otherwise require any Governmental Approvals reasonably be expected to prevent, materially delay or any Third Party Consentsmaterially impede the consummation of the transactions contemplated hereby.

Representations and Warranties of the Investors. Each Investor of the Investors represents and warrants warrants, severally and not jointly, to Holding and Newco and to the Company on behalf of itself and not jointly that as of the date hereofother Investors that: (a) Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as 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 documents contemplated hereby, the performances by such Investor of its its, his or her obligations hereunder and thereunder and the consummations by such Investor of the transactions contemplated hereby and thereby 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 executionInvestor, 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 authorizedthe due authorization, executed execution and delivered delivery thereof by the CompanyHolding and Newco, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the as enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect laws affecting generally the enforcement of creditors’ creditors rights generally and remedies; and (ii) by the effect of general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at Lawin law). (db) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when The execution, delivery and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby and thereby does not violate any provision 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 Investorwill not, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time or both), (i) violate the provisions of any Contract law, rule or regulation applicable to which such Investor is a party or by which any of its its, his or her respective properties or assets is bound, assets; (Cii) does not result in violate the creation or imposition of any Lien on any part provisions of the properties constituent organizational documents or assets of other governing instruments applicable to such Investor, as amended to date; or (Diii) does not violate any Order binding on judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to such Investor or any part of its 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 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 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 her investment, (Eiii) does 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 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 require any Governmental Approvals disposed of without registration under the Securities Act or any Third Party Consentsan exemption therefrom, and that in the absence of an 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 intention to transfer its shares of Holding Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself and not any other Investor, hereby represents and warrants to the Company on behalf of itself and not jointly that as follows as of the date hereof:hereof (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 is duly formedBeneficially Owns and owns of record the number of Company Ordinary Shares as listed on Schedule A (or, validly existing and in good standing under the Laws case of Delaware with all requisite power and authority required a joinder agreement, as listed on an annex to conduct its business as presently conductedsuch 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 all the requisite limited liability power and authority to execute own its assets and deliver this Agreement 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 perform enter into, complete the transactions contemplated by, and carry out its obligations hereunder. 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 performance consummation by such Investor it of its obligations hereunder have been duly authorized the transactions contemplated by all requisite limited liability company action this Agreement do not and will not: (i) violate or result in the breach of any provision of the organizational documents of such Investor. No other action on the part ; (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 (except for any such consents or approvals which have been obtained); or (iii) conflict with or violate, result in any breach of, constitute a default (or event which, with the giving or notice or lapse of time, or both, would constitute a default) under, require any consent under or give to any Person any rights of 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 members properties, assets or businesses is necessary to authorize the bound or subject. (d) The execution, delivery and performance by such Investor of this Agreement. (c) , and the consummation by such Investor of the 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 such Investor. This Agreement has been duly executed and delivered by such Investor andInvestor. Assuming due authorization, assuming execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof may be limited by. (e) Such Investor: (i) applicable bankruptcyis acquiring the Company Ordinary Shares for its own account, insolvencysolely for investment and not with a view toward, fraudulent conveyanceor for sale in connection with, reorganizationany distribution thereof in violation of any foreign, moratorium federal, state or similar Laws from time to time local securities or “blue sky” laws, or with any present intention of distributing or selling such Company Ordinary Shares, as applicable, in effect affecting generally the enforcement violation of creditors’ rights and remedies; and any such laws, (ii) general principles has such knowledge and experience in financial and business matters and in investments of equity regardless this type that it is capable of whether enforcement 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 sought in equity 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 at Law. (d) Other than any other applicable Law and that such Company Ordinary Shares may not be Transferred except pursuant to the filings required by Section 13 registration provisions of the Exchange Securities Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination compliance with any other event applicable Law) or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract pursuant to which such Investor is a party or by which 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 Consentsan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself and not any other Investor, hereby represents and warrants to the Company on behalf of itself and not jointly that as follows as of the date hereof:hereof (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 is duly formedBeneficially Owns and owns of record the number of Company Ordinary Shares as listed on Schedule A (or, validly existing and in good standing under the Laws case of Delaware with all requisite power and authority required a joinder agreement, as listed on an annex to conduct its business as presently conductedsuch 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 all the requisite limited liability power and authority to execute own its assets and deliver this Agreement 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 perform enter into, complete the transactions contemplated by, and carry out its obligations hereunder. 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 performance consummation by such Investor it of its obligations hereunder have been duly authorized the transactions contemplated by all requisite limited liability company action this Agreement do not and will not: (i) violate or result in the breach of any provision of the organizational documents of such Investor. No other action on the part ; (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 (except for any such consents or approvals which have been obtained); or (iii) conflict with or violate, result in any breach of, constitute a default (or event which, with the giving or notice or lapse of time, or both, would constitute a default) under, require any consent under or give to any Person any rights of 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 members properties, assets or businesses is necessary to authorize the bound or subject. (d) The execution, delivery and performance by such Investor of this Agreement. (c) , and the consummation by such Investor of the 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 such Investor. This Agreement has been duly executed and delivered by such Investor andInvestor. Assuming due authorization, assuming execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof may be limited by. (e) Such Investor: (i) applicable bankruptcyis acquiring the Company Ordinary Shares for its own account, insolvencysolely for investment and not with a view toward, fraudulent conveyanceor for sale in connection with, reorganizationany distribution thereof in violation of any foreign, moratorium federal, state or similar Laws from time to time local securities or “blue sky” laws, or with any present intention of distributing or selling such Company Ordinary Shares, as applicable, in effect affecting generally the enforcement violation of creditors’ rights and remedies; and any such laws, (ii) general principles has such knowledge and experience in financial and business matters and in investments of equity regardless this type that it is capable of whether enforcement 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 sought in equity 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 at Law. (d) Other than any other applicable Law and that such Company Ordinary Shares may not be Transferred except pursuant to the filings required by Section 13 registration provisions of the Exchange Securities Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination compliance with any other event applicable Law) or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract pursuant to which such Investor is a party or by which 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 Consentsan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself and not any other Investor, hereby represents and warrants to the Company on behalf of itself and not jointly that as follows as of the date hereof:hereof (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 is duly formedBeneficially Owns and owns of record the number of shares of Company Common Stock as listed on Annex A (or, validly existing in the case of a joinder agreement, as listed on an annex to such joinder agreement) opposite such Investor’s name and in good standing under such shares constitute all of the Laws Equity Securities and Derivative Instruments of Delaware with all requisite power and authority required to conduct its business as presently conductedthe Company Beneficially Owned or owned of record 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 limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. under this Agreement. (c) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder 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 requisite limited liability company action of such Investor. No necessary corporate or other analogous 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) Investor. This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery by the Companyother parties hereto, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other laws of general applicability relating to or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) to general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 of the Investors represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Such Investor It is duly formedacquiring the Purchased Securities (and will acquire the Common Stock issuable upon conversion or exercise of the Purchased Securities and may acquire the Series A Preferred Stock, validly existing if any, issuable upon exchange of the Purchased Securities) for its own account for investment and in good standing not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Purchased Securities (or the 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 dispose of all or any part of such securities under a registration under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conductedSecurities Act or under an exemption from said registration available under the Securities Act. (b) Such Investor It has all requisite limited liability full power and authority legal right 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 It is a validly existing limited partnership, duly organized under the laws of Delaware. (d) It has taken all partnership action necessary for the authorization, execution, delivery, and performance of this Agreement has been duly executed and delivered by such Investor its obligations hereunder, and, assuming this Agreement has been duly authorized, executed upon execution and delivered delivery by the Company, constitutes this Agreement shall constitute the legal, valid and binding obligation of such Investorthe Investors, enforceable against such Investor the Investors in accordance with its terms, except to the extent that the enforceability thereof such enforcement may be limited by: (i) applicable by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws from time to time laws now or hereafter in effect affecting generally the enforcement of relating to creditors’ ' rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (de) Other than There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the filings required transactions contemplated by Section 13 this Agreement based on any arrangement made by or on behalf of the Exchange Act Investors and the Investors agree to indemnify and hold the Company harmless against any costs or damages incurred as a result of any such claim. (which f) It has such Investor shall file with knowledge and experience in financial and business matters that it is capable of evaluating the SEC when merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the same is due), economic risk of such 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 execution Company concerning the terms and delivery conditions of this Agreement by such Investor and the performance purchase of the Purchased Securities contemplated hereby. (g) Neither Investor is aware of any material fact or circumstance relating to it which would be grounds for disapproval of any application required to be filed by such Investor it with any state regulatory authority for approval of its obligations under this Agreement: (i) does not violate any provision acquisition of the Constituent Documents of such Investor; and Purchased Securities. (ii)(Ah) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Each Investor or any part is an "accredited investor" as defined under Regulation D of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 ConsentsSecurities Act.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: (a) Such , such Investor is duly formedbeneficially owns only the number of shares of Common Stock as described opposite its name on Exhibit A and Exhibit A includes all Affiliates of any Investors that own any securities of the Company beneficially or of record, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as 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 and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute the Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof and (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when execution, delivery and as the same is due), the execution and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) 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, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which with notice or without notice, the passage lapse of time or both)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 Contract organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor member is a party or by which any of its properties or assets it is bound, (Ce) does 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 result in the creation party to any agreement, arrangement, understanding or imposition relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, whether by means of any Lien on any part of the properties derivatives or assets of otherwise, by such Investor, the purpose or effect of which is to mitigate loss to, reduce the economic risk (Dof ownership or otherwise) does of shares of any class or series of the Company by, including but not violate any Order binding on 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 part such positions acquired or established by 3 Rivers and Gladius after the date hereof solely with respect to any additional shares of its properties 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 assets, equal to the current ratio of such put option positions maintained by 3 Rivers and (E) does not otherwise require any Governmental Approvals or any Third Party ConsentsGladius 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 of the Silver Lake Investors represents and warrants to the Company on behalf of itself warrants, severally and not jointly that as of jointly, to Newco, the date hereofCo-Investor and the Co-Investor Founder that: (a) Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as 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 Silver Lake Investor of this Agreement and the performance 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 transactions contemplated hereby and thereby 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) Investor. This Agreement has been duly executed and delivered by such Silver Lake Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery thereof by the Companyother parties hereto, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Silver Lake Investor in accordance with its terms, except to the extent that the as enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect laws affecting generally the enforcement of creditors’ creditors rights generally and remedies; and (ii) by the effect of general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at Lawin 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 (regardless of whether enforcement is considered in a proceeding in equity or in law). (db) Other than the filings required The execution, delivery and performance by Section 13 of the Exchange Act (which such Silver Lake Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement and the Stockholders Agreement and the agreements contemplated hereby and thereby and the consummation by such Investor and the performance by such Silver Lake Investor of its obligations under this Agreement: (i) the transactions contemplated hereby and thereby does not violate any provision 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 Investorwill not, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time or both), any Contract to which such Investor is a party or by which any of its properties or assets is bound, (Ci) does not result in the creation or imposition subject to receipt of any Lien on required antitrust approvals, violate in any part material manner the provisions of the properties any law, rule or assets of regulation applicable to such Investor, (D) does not violate any Order binding on such Silver Lake Investor or any part of its properties or assets; (ii) 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 material manner any judgment, decree, order or award of any court, governmental or 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 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, (Eiii) does 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 require any Governmental Approvals disposed of without registration under the Securities Act or any Third Party Consentsan exemption therefrom, and that in the absence of an effective registration statement covering the Newco Common Stock or an available exemption from registration under the Securities Act, the Newco Common Stock must be held indefinitely.

Representations and Warranties of the Investors. Each Investor of the Investors represents and warrants warrants, severally and not jointly, to Holding and Newco and to the Company on behalf of itself and not jointly that as of the date hereofother Investors that: (a) Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as 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 documents contemplated hereby, the performances by such Investor of its its, his or her obligations hereunder and thereunder and the consummations by such Investor of the transactions contemplated hereby and thereby 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 executionInvestor, 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 authorizedthe due authorization, executed execution and delivered delivery thereof by the CompanyHolding and Newco, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the as enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect laws affecting generally the enforcement of creditors’ creditors rights generally and remedies; and (ii) by the effect of general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at Lawin law). (db) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when The execution, delivery and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby and thereby does not violate any provision 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 Investorwill not, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time or both), (i) violate the provisions of any Contract law, rule or regulation applicable to which such Investor is a party or by which any of its its, his or her respective properties or assets is bound, assets; (Cii) does not result in violate the creation or imposition of any Lien on any part provisions of the properties constituent organizational documents or assets of other governing instruments applicable to such Investor, as amended to date; or (Diii) does not violate any Order binding on judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to such Investor or any part of its 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 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 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 her investment, (Eiii) does 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 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 require any Governmental Approvals disposed of without registration under the Securities Act or any Third Party Consentsan exemption therefrom, and that in the absence of an 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 intention to transfer its shares of Holding Class B Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each Investor of the Investors severally represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Such Investor is duly formedacquiring the Shares for its or his own account for investment and not with a view towards the resale, validly existing 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 such Investor’s property shall at all times be within such Investor’s control, and in good standing without prejudice to such Investor’s right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conductedSecurities Act or under an exemption from said registration available under the Securities Act. (b) Such Investor has all requisite limited liability full power and authority legal right 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 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 taken all action necessary for the authorization, execution, delivery, and performance of this Agreement and its obligations hereunder, and, assuming this Agreement has been duly authorized, executed upon execution and delivered delivery by the Company, constitutes this Agreement shall constitute the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof such enforcement may be limited by: (i) applicable by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws from time to time laws now or hereafter in effect affecting generally the enforcement of relating to creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (de) Other than There are no claims for brokerage commissions or finder’s fees or similar compensation in connection with the filings required transactions contemplated by this Agreement based on any arrangement made by or on behalf of such Investor and such Investor agrees to indemnify and hold the Company harmless against any costs or damages incurred as a result of any such claim. (f) Such Investor is an “accredited investor” within the meaning of Section 13 2(a)(15) of the Exchange Securities Act (which and Regulation D promulgated thereunder. Such Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time. Such Investor shall file with 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 SEC when Company concerning the terms and as the same is due), the execution and delivery conditions of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision purchase 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 ConsentsShares contemplated hereby.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, jointly and severally represents and warrants to the Company on behalf of itself and not jointly that (a)(i) as of the date hereof: (a) Such of this Agreement, such Investor is duly formedbeneficially owns, validly existing and in good standing under directly or indirectly, only the Laws number of Delaware with all requisite power and authority required shares of Common Stock as described opposite its name on Schedules A-C to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and each such schedule includes all Affiliates of any Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investors have any interest or right to perform its obligations hereunder. The execution acquire, whether through derivative securities, voting agreements or otherwise; (a)(ii) the other persons and delivery by such Investor entities listed on Schedule A hereto are all of this Agreement the Affiliates of Legion that beneficially own, directly or indirectly, shares of Common Stock; the other persons and entities listed on Schedule B hereto are all of the Affiliates of Macellum that beneficially own, directly or indirectly, shares of Common Stock; and the performance by such Investor other persons and entities listed on Schedule C hereto are all of its obligations hereunder have been duly authorized by all requisite limited liability company action the Affiliates of such Investor. No other action on the part Ancora that beneficially own, directly or indirectly, shares of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (cCommon Stock;(b) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles; (c) such Investor has the enforcement authority to execute the Agreement on behalf of creditors’ rights itself and remediesthe applicable Investor associated with that signatory’s name, and to bind such Investor to the terms of this Agreement; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file cause each of its respective Related Persons to comply with the SEC when terms of this Agreement, and as (e) the same is due)execution, the execution delivery and delivery performance of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: does not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) 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, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which with notice or without notice, the passage lapse of time or both)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 Contract organizational document, agreement, contract, commitment, 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 properties 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 assets interfere with any request by any New Director who is boundan Additional LMA Group Member to exit or withdraw from the Macellum Home Fund, (C) does not result except as otherwise provided for under the limited partnership agreement of the Macellum Home Fund as it exists in the creation form provided to the Company on or imposition of any Lien on any part of prior to 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 Consentsdate hereof.

Representations and Warranties of the Investors. Each Investor of the Investors represents and warrants to the Company on behalf of itself and not jointly that Borrower as of the date hereofhereof and as of each date Warrants are granted pursuant to this Agreement that: (a) Such 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 is duly formedacquiring is being acquired for, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct will be held for, its business as presently conductedaccount 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 business 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, 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 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 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 formation. (j) Such Investor has all requisite limited liability full power and authority to execute and deliver this Agreement 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 , the execution and delivery by such Investor of this Agreement the Financing Documents and the performance by such Investor of its obligations hereunder thereunder, have been duly authorized by all requisite limited liability company action obtained and are, and will be on the date of such Investor. No other action on the part of such Investor or its members is necessary to authorize the executionDisbursement hereunder, delivery in full force and performance by such Investor of this Agreementeffect. (cl) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement Each Financing Document has been duly authorized, executed and delivered by the Company, such Investor and constitutes the legal, valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the as such enforceability thereof may be limited by: by (i) applicable bankruptcy, insolvency, fraudulent conveyancebankruptcy, reorganization, moratorium or other similar Laws from time to time in effect laws affecting generally the enforcement of creditors’ rights and remedies; generally, and (ii) general applicable equitable principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether considered in a proceeding at law or not in combination with any other event or circumstanceequity), or conflict with, breach or constitute a default under . (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which any of its properties or assets is bound, (Cm) 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 of the Investors represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Such The Investor is duly formedacquiring the Shares (and will acquire the Common Stock issuable upon conversion of the Shares) for its own account for investment and not with a present view towards the resale, validly existing transfer or distribution thereof, nor with any present intention of distributing the Shares (or the 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 in good standing without prejudice to the Investor’s right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conductedSecurities Act or under an exemption from said registration available under the Securities Act. (b) Such The Investor has all requisite limited liability full power and authority legal right to execute and deliver this Agreement and to perform its obligations hereunder. . (c) The execution Investor is a limited liability company, validly existing and delivery by such Investor of this Agreement and duly organized under the performance by such Investor laws of its obligations hereunder have been duly authorized by jurisdiction of organization. (d) The Investor has taken all requisite limited liability company action of such Investor. No other action on necessary for the part of such Investor or its members is necessary to authorize the authorization, execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor its obligations hereunder, and, assuming this Agreement has been duly authorized, executed upon execution and delivered delivery by the Company, constitutes this Agreement shall constitute the legal, valid and binding obligation of such the Investor, enforceable against such the Investor in accordance with its terms, except to the extent that the enforceability thereof such enforcement may be limited by: (i) applicable by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws from time to time laws now or hereafter in effect affecting generally the enforcement of relating to creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (de) Other than The Investor is an “accredited investor” within the filings required meaning of Rule 501(a) under the Securities Act. It has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Company as contemplated by Section 13 this Agreement, and is able to bear the economic risk of such 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 Exchange Act (which such Investor shall file with Company concerning the SEC when terms and as the same is due), the execution and delivery conditions of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision purchase 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 ConsentsShares contemplated hereby.

Representations and Warranties of the Investors. Each Investor represents and warrants to the Company on behalf of severally and solely with respect to itself and its purchase hereunder and not jointly that with respect to any other Investor as of the date hereoffollows: (a) Such Investor It is duly formedacquiring the Exchangeable Notes and, validly existing will be acquiring the Second Closing Shares, for its own account for investment and in good standing 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 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 dispose of all or any part of such securities under a registration under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conductedSecurities Act or under an exemption from said registration available under the Securities Act. (b) Such Investor It has all requisite limited liability full power and authority legal right 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 It is a resident of the jurisdiction set forth immediately below such Investor's name on the signature pages hereto. (d) It has taken all action necessary for the authorization, execution, delivery, and performance of this Agreement has been duly executed and delivered by such Investor its obligations hereunder, and, assuming this Agreement has been duly authorized, executed upon execution and delivered delivery by the Company, constitutes this Agreement shall constitute the legal, valid and binding obligation of such the Investor, enforceable against such the Investor in accordance with its terms, except to the extent that the enforceability thereof such enforcement may be limited by: (i) applicable by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws from time to time laws now or hereafter in effect affecting generally the enforcement of relating to creditors’ ' rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (de) Other than There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the filings required transactions contemplated by Section 13 this Agreement based on any arrangement made by or on behalf of the Exchange Act Investor and the Investor agrees to indemnify and hold the Company harmless against any costs or damages incurred as a result of any such claim. (which f) It has such Investor shall file with knowledge and experience in financial and business matters that it is capable of evaluating the SEC when merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the same is due), economic risk of such 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 execution Company concerning the terms and delivery conditions of this Agreement by such Investor and the performance purchase of the Shares contemplated hereby. It is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act. (g) It hereby acknowledges that no action has been taken by such Investor of its obligations under this Agreement: (i) the Company, and the Company does not violate intend to take any provision action, in any jurisdiction outside of the Constituent Documents United States that would permit an offering of such Investor; and the Exchangeable Notes or the Second Closing Shares, or possession or distribution of offering materials in connection with the issuance of the Exchangeable Notes or Second Closing Shares, in any jurisdiction outside of the United States. (ii)(Ah) does not conflict with It understands that no United States federal or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor state agency or any part other government or governmental agency has passed upon or made any recommendation or endorsement of the properties Exchangeable Notes or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination Second Closing Shares or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 Consentsan investment therein.

Representations and Warranties of the Investors. Each Investor of the Investors ----------------------------------------------- represents and warrants warrants, severally and not jointly, to Holding and Newco and to the Company on behalf of itself and not jointly that as of the date hereofother Investors that: (a) Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as 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 documents contemplated hereby, the performances by such Investor of its its, his or her obligations hereunder and thereunder and the consummations by such Investor of the transactions contemplated hereby and thereby 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 executionInvestor, 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 authorizedthe due authorization, executed execution and delivered delivery thereof by the CompanyHolding and Newco, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the as enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect laws affecting generally the enforcement of creditors’ creditors rights generally and remedies; and (ii) by the effect of general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at Lawin law). (db) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when The execution, delivery and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby and thereby does not violate any provision 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 Investorwill not, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time or both), (i) violate the provisions of any Contract law, rule or regulation applicable to which such Investor is a party or by which any of its its, his or her respective properties or assets is bound, assets; (Cii) does not result in violate the creation or imposition of any Lien on any part provisions of the properties constituent organizational documents or assets of other governing instruments applicable to such Investor, as amended to date; or (Diii) does not violate any Order binding on judgment, decree, order or award of any court, governmental or quasi- governmental agency or arbitrator applicable to such Investor or any part of its 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 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 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 her investment, (Eiii) does 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 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 require any Governmental Approvals disposed of without registration under the Securities Act or any Third Party Consentsan exemption therefrom, and that in the absence of an 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 intention to transfer its shares of Holding Class B Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, jointly and severally represents and warrants to the Company on behalf of itself and not jointly that (a)(i) as of the date hereof: of this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Schedule A to this Agreement and each such schedule includes all Affiliates of any Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investors have any interest or right to acquire, whether through derivative securities, voting agreements or otherwise; (aa)(ii) Such Investor is duly formedthe other persons and entities listed on Schedule A hereto are all of the Affiliates of Legion that beneficially own, validly existing and in good standing under the Laws directly or indirectly, shares of Delaware with all requisite power and authority required to conduct its business as presently conducted. Common Stock; (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 and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles; (c) such Investor has the enforcement authority to execute the Agreement on behalf of creditors’ rights itself and remediesthe applicable Investor associated with that signatory’s name, and to bind such Investor to the terms of this Agreement; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file cause each of its respective Related Persons to comply with the SEC when terms of this Agreement, and as (e) the same is due)execution, the execution delivery and delivery performance of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: does not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) 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, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which with notice or without notice, the passage lapse of time or both)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 Contract organizational document, agreement, contract, commitment, 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 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 Consentscommittees.

Representations and Warranties of the Investors. Each Investor hereby separately represents and warrants to the Company on behalf of itself as follows (such representations and not jointly that as of warranties being made separately and only to the date hereof:extent such representations and warranties relate to such Investor): (a) Such Investigation; Investment Representation. Each Investor (i) possesses such knowledge and experience in financial and business matters that it is duly formedcapable of evaluating the merits and risks of its investment hereunder; (ii) has been afforded the opportunity to ask questions of, validly existing 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 Company; (iii) has examined, to the extent it deems appropriate, all of the agreements and documents referred to herein or in good standing the schedules hereto and such other documents that it has requested; and (iv) understands that the Notes, the Warrants and the Warrant Shares are not being registered under the Laws Securities Act of Delaware 1933, as amended, on the ground that the issuance thereof is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering, and the Company's reliance on this exemption is predicated in part on the Investors' representations and warranties contained in this Section 4(a). The Investors are acquiring the Notes and Warrants and will acquire the Warrant Shares for their own account, for investment purposes only and not with all requisite power and authority required a view to conduct its business as presently conductedthe sale or distribution thereof. (b) Such Execution and Effect of Agreement. Each Investor has all requisite limited liability necessary power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby. 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 authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such each Investor, enforceable against such each Investor in accordance with its terms, except subject to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar Laws from time to time in effect laws affecting generally the enforcement of creditors’ ' rights and remedies; remedies generally and (ii) subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in equity a proceeding at law or at Lawin equity). (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 Investor, on behalf of itself, severally represents and warrants to the Company on behalf of itself and not jointly 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 B, and Exhibit 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 (a) Such Investor is duly formedother than a broad-based market basket or index), validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. or otherwise, (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 the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization, moratorium or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute this Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the SEC when terms of this Agreement and as (e) the same is due)execution, the execution delivery and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment, or decree applicable to it, or (ii)(Aii) 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, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event that with notice or without notice, the passage lapse of time or both)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 Contract organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which any of its properties or assets it 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 The Investors represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofof this Agreement (or, if made as of a specified date, as of such date) that: (a) Such Investor It is duly formedacquiring the Securities for its own account for investment and not with a view towards the resale, validly existing transfer or distribution thereof, nor with any present intention of distributing the Securities, 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 in good standing without prejudice to the Investors’ right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conductedSecurities Act or under an exemption from said registration available under the Securities Act. (b) Such Investor It has all requisite limited liability full power and authority legal right to execute and deliver this Agreement and to perform its obligations hereunder. The . (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 taken all action necessary for the authorization, execution, delivery, and performance of this Agreement and its obligations hereunder, and, upon execution and delivery by the Company, this Agreement shall constitute the valid and binding obligation of the Investors, enforceable against the Investors in accordance with its terms, except that such Investor enforcement may be limited by bankruptcy, insolvency, reorganization, 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 compensation in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of the Investors and the 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 it is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the economic risk of such 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 and 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. (g) 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 Investors to consummate the transactions contemplated by this Agreement, the execution and delivery by it of this Agreement and the performance by such Investor the Investors of its obligations hereunder have been duly authorized and the consummation by all requisite limited liability company the Investors of the transactions contemplated hereby do not require the Investors to obtain any consent, approval, clearance or action of such Investor. No other action on the part of such Investor of, or its members is necessary to authorize the executionmake any filing, delivery and performance by such Investor of this Agreementsubmission or registration with, or give any notice to, any Governmental Authority or judicial authority. (ch) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the The execution and delivery of this Agreement by such Investor the Investors do not, and the performance fulfillment of the terms hereof and thereof by such Investor of its obligations under this Agreement: the Investors will not, (i) does not violate or conflict with its partnership agreement, trust agreement, the articles of incorporation, other constitutive documents or by-laws (or other similar applicable documents) of the Investors, as applicable; (ii) result in a breach of any of the terms, conditions or provisions of, or constitute a default (with or without the giving of notice or the passage of time (or both)) under, or result in the modification of, or permit the acceleration of rights under or termination of, any material contract to which the Investors is a party or (iii) violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with law, ordinance, standard, judgment, rule or violate any applicable Law regulation of any Governmental Authority court or federal, state or foreign regulatory board or body or administrative agency having jurisdiction over the Investor Investors or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which any of over its properties or assets is boundbusinesses; except, (C) does not result in the creation or imposition cases of any Lien on any part of the properties or assets of such Investor, clauses (Dii) does not violate any Order binding on such Investor or any part of its properties or assets, and (Eiii) does where such event would not otherwise require any Governmental Approvals be reasonably likely to have a material adverse effect on the Investors’ ability to consummate the transactions contemplated by this 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 any Third Party Consentsan 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 represents hereby represents, warrants and warrants to the Company on behalf of itself covenants, severally and not jointly that (nor jointly and severally), to Parent as of the date hereoffollows: (a) a. Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all 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 terms of its governing documents. c. Such Investor has the requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute enter into and deliver this Agreement letter agreement and to perform its obligations hereunder. The execution and delivery by such Investor of under 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 Agreementletter agreement. (c) d. This Agreement letter agreement has been duly and validly executed and delivered by such Investor and, assuming due authorization, execution and delivery of this Agreement has been duly authorized, executed and delivered letter agreement by the Companyother parties hereto, constitutes the legallawful, valid and binding obligation agreement of such Investor, enforceable against such Investor Investor, in accordance with its terms, except to the extent that the enforceability thereof as may be limited by: (i) applicable by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar Laws from time affecting or relating to time in effect affecting generally the enforcement of creditors’ rights generally and remedies; and (ii) subject to general principles principals of equity regardless of whether enforcement is sought in equity or at Lawequity. e. Such Investor or its Affiliates (dwhich it has the authority to cause to immediately fund to it) Other than the filings required by Section 13 will have, directly or indirectly, as of the Exchange Act (which Closing, access to available cash necessary to fund, or cause the funding of, its Commitment. f. This letter agreement does not contravene, conflict with or result in any violation of any provision of such Investor shall file Investor’s governing documents. g. Subject to receipt of all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority contemplated by the SEC when Merger Agreement or the schedules thereto, all consents, approvals, authorizations, permits of, filings with and as notifications to, any Governmental Authority necessary for the same is due)due execution, the execution delivery and delivery performance of this Agreement letter agreement by such Investor have been duly complied with, and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision of the Constituent Documents of such Investor; no other action by, and (ii)(A) does not conflict with no notice to or violate any applicable Law of filing with, any Governmental Authority having jurisdiction over or regulatory body is required in connection with the Investor execution, delivery or any part performance of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 Consentsthis letter agreement.

Representations and Warranties of the Investors. Each Investor severally represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofof this Agreement (or, if made as of a specified date, as of such date) that: (a) Such Investor It is duly formedacquiring the Shares for its own account for investment and not with a view towards the resale, validly existing 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 Investor's property shall at all times be within the Investor's control, and in good standing without prejudice to the Investor's right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conductedSecurities Act or under an exemption from said registration available under the Securities Act. (b) Such Investor It has all requisite limited liability full power and authority legal right 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 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 taken all action necessary for the authorization, execution, delivery, and performance of this Agreement has been duly executed and delivered by such Investor its obligations hereunder, and, assuming this Agreement has been duly authorized, executed upon execution and delivered delivery by the Company, constitutes this Agreement shall constitute the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof such enforcement may be limited by: (i) applicable by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws from time to time laws now or hereafter in effect affecting generally the enforcement of relating to creditors’ ' rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (de) Other than There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the filings required transactions contemplated by Section 13 this Agreement based on any arrangement made by or on behalf of such Investor and such Investor 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 it is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the economic risk of such 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 Exchange Company concerning the terms and 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. (g) It understands that the Shares 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 shall file with of its obligations hereunder and the SEC when and as consummation by such Investor of the same is due)transactions contemplated hereby do not require such Investor to obtain any consent, the 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 do not, and the performance fulfillment of the terms hereof and thereof by such Investor of its obligations under this Agreement: will not, (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not or conflict with its partnership agreement, trust agreement, the articles of incorporation, other constitutive documents or violate any by-laws (or other similar applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets documents) of the Investor, as applicable; (Bii) does not require the Consent result in a breach of any Person underof the terms, violateconditions or provisions of, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time (or both)) under, or result in the modification of, or permit the acceleration of rights under or termination of, any Contract material contract to which such Investor is a party or by which (iii) violate any of its properties law, ordinance, standard, judgment, rule or assets is bound, (C) does not result in the creation or imposition regulation of any Lien on any part of the properties court or assets of such Investorfederal, (D) does not violate any Order binding on state or foreign regulatory board or body or administrative agency having jurisdiction over such Investor or any part of over its respective properties or assetsbusinesses; except, in the cases of clauses (ii) and (Eiii) does where such event would not otherwise require any Governmental Approvals be reasonably likely to have a material adverse effect on the Investor's ability to consummate the transactions contemplated by this Agreement. (j) On the date of this Agreement, the Investor (1) is not an "interested stockholder" within the meaning of Section 203(c)(5) of the DGCL or any Third Party Consents(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 jointly and severally represents and warrants to the Company on behalf of itself and not jointly that each other party hereto as of the date hereoffollows: (a) Such Investor It is duly formedorganized, validly existing and in good standing under the Laws laws of Delaware with all requisite power the jurisdiction of its formation and authority required to conduct its business as 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 Its execution, delivery and performance by such Investor of this Agreement. (c) , the performance of its obligations hereunder and the consummation of the 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 this Agreement, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Investor it and, assuming this Agreement has been duly authorizeddue authorization, executed execution and delivered delivery by the Companyeach other party hereto, constitutes the its legal, valid and binding obligation of such Investorobligations, enforceable against such Investor it in accordance with its terms, except to the extent that the enforceability thereof as enforcement may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect laws affecting generally the enforcement of creditors’ rights generally and remedies; by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) Except for the applicable filing or approval requirements of the Exchange Act, China Securities Regulatory Commission and relevant stock exchanges, (i) no filing with, and no permit, authorization, consent or approval of, any governmental authority is necessary on the part of such party for the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby and (ii) general principles neither its execution, delivery or performance of equity regardless this Agreement nor the consummation of whether enforcement the transactions contemplated hereby nor compliance with any of the provisions hereof shall (A) conflict with or violate, any provision of its organizational documents, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien on its property or asset pursuant to, any contract to which it is sought in equity a party or at Lawby which it or any of its property or asset is bound or affected or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets. (dc) Other than There is no action, suit, investigation, complaint or other proceeding pending against it or, to the filings required its knowledge, threatened against it or any other person, that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Section 13 each other party hereto of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of its rights under this Agreement by such Investor and or the performance by such Investor any party of its obligations under this Agreement: (i) does not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 of the Investors, on behalf of itself and not any other Investor, hereby represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Such Investor is duly formed, validly existing the sole record and in good standing under Beneficial Owner of the Laws number of Delaware with shares of Target Common Stock listed on Annex A opposite such Investor’s name and such shares constitute all requisite power and authority required to conduct its business as presently conductedof the shares of capital stock of the Company owned of record or 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 limited liability power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder. under this Agreement and to consummate the transactions contemplated hereby. (c) The execution and delivery by such Investor of this Agreement and Agreement, the performance by such Investor of its obligations hereunder have 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 requisite limited liability company action of such Investor. No other necessary corporate 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) Investor. This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery by each of the Companyother parties hereto, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to the extent that the enforceability thereof may be limited bybankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. (e) Such Investor: (i) applicable bankruptcyis acquiring the Shares for its own account, insolvencysolely for investment and not with a view toward, fraudulent conveyanceor for sale in connection with, reorganizationany distribution thereof in violation of any federal or state securities or “blue sky” laws, moratorium or similar Laws from time to time with any present intention of distributing or selling such Shares in effect affecting generally the enforcement violation of creditors’ rights and remedies; and any such laws, (ii) general principles has such knowledge and experience in financial and business matters and in investments of equity regardless this type that it is capable of whether enforcement evaluating the merits and risks of its investment in the Shares and of making an informed investment decision and (iii) is sought 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 equity or at Law. (d) Other than making an informed decision to invest in the filings required by Section 13 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 Exchange 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 (which and under state securities laws and acknowledges that the Shares are not registered under the Securities Act or any other applicable law and that such Investor shall file with shares may not be Transferred except pursuant to the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision registration provisions of the Constituent Documents of such Investor; and (ii)(A) does not conflict with Securities Act or violate any pursuant to an applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 Consentsexemption therefrom.

Representations and Warranties of the Investors. Each Investor severally represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofof this Agreement (or, if made as of a specified date, as of such date) that: (a) Such Investor It is duly formedacquiring the Shares and, validly existing subject to Stockholder Approval, the Exchange Shares for its own account for investment and in good standing not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Shares or the Exchange 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 dispose of all or any part of such securities under a registration under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conductedSecurities Act or under an exemption from said registration available under the Securities Act. (b) Such Investor It has all requisite limited liability full power and authority legal right 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 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 taken all action necessary for the authorization, execution, delivery, and performance of this Agreement has been duly executed and delivered by such Investor its obligations hereunder, and, assuming this Agreement has been duly authorized, executed upon execution and delivered delivery by the Company, constitutes this Agreement shall constitute the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof such enforcement may be limited by: (i) applicable by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws from time to time laws now or hereafter in effect affecting generally the enforcement of relating to creditors’ ' rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (de) Other than There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the filings required transactions contemplated by Section 13 this Agreement based on any arrangement made by or on behalf of such Investor and such Investor 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 it is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the economic risk of such 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 Exchange Company concerning the terms and 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. (which g) 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, the execution and delivery by it of this Agreement and the performance by such Investor shall file with of its obligations hereunder and the SEC when and as consummation by such Investor of the same is due)transactions contemplated hereby do not require such Investor to obtain any consent, the 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 do not, and the performance fulfillment of the terms hereof and thereof by such Investor of its obligations under this Agreement: will not, (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not or conflict with its partnership agreement, trust agreement, the articles of incorporation, other constitutive documents or violate any by-laws (or other similar applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets documents) of the Investor, as applicable; (Bii) does not require the Consent result in a breach of any Person underof the terms, violateconditions or provisions of, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time (or both)) under, or result in the modification of, or permit the acceleration of rights under or termination of, any Contract material contract to which such Investor is a party or by which (iii) violate any of its properties law, ordinance, standard, judgment, rule or assets is bound, (C) does not result in the creation or imposition regulation of any Lien on any part of the properties court or assets of such Investorfederal, (D) does not violate any Order binding on state or foreign regulatory board or body or administrative agency having jurisdiction over such Investor or any part of over its respective properties or assetsbusinesses; except, in the cases of clauses (ii) and (Eiii) does where such event would not otherwise require any Governmental Approvals be reasonably likely to have a material adverse effect on the Investor's ability to consummate the transactions contemplated by this Agreement. (i) On the date of this Agreement, the Investor (1) is not an "interested stockholder" within the meaning of Section 203(c)(5) of the DGCL or any Third Party Consents(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 Investor, on behalf of itself and not any other Investor, hereby represents and warrants to the Company on behalf of itself and not jointly that as follows as of the date hereof:hereof (or, if applicable, as of the date the joinder agreement pursuant to which such Investor shall have become a party to this Agreement): (ai) Such Investor is Beneficially Owns and owns of record the number of shares of Company Common Stock as listed on Annex A (or, in the case of a joinder agreement, as listed on an annex to such joinder agreement) opposite such Investor’s name and such shares constitute all of the Equity Securities and Derivative Instruments of the Company Beneficially Owned or owned of record by such Investor. (ii) Such Investor has been duly formed, is validly existing and and, where such concept is applicable, is in good standing under the Laws laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) jurisdiction of organization. Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. under this Agreement. (iii) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder 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. (iv) 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 requisite limited liability company action of such Investor. No necessary corporate or other analogous 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) Investor. This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery by the Companyother parties hereto, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other laws of general applicability relating to or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) to general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 of the Investors hereby represents and warrants to the Company on behalf of itself and not jointly that Company, as of the date hereof, as follows: (a) Such Investor Each of the Investors that is not a natural person is duly formedorganized, validly existing and in good standing under the Laws laws of Delaware with all requisite power its jurisdiction of organization and has the power, authority required and capacity to conduct its business as presently conductedexecute and deliver this Agreement, to perform their obligations hereunder and to consummate the transactions contemplated hereby. (b) Such Investor has all requisite limited liability power The execution and authority to execute and deliver 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 hereunder. The execution under this Agreement, do not and delivery by such Investor 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 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 any Governmental Authority applicable to each Investor or its members is necessary to authorize (b) the execution, delivery and performance by such Investor terms of this Agreementany agreements binding upon each Investor. (c) This Agreement has been duly executed and delivered by such each Investor and, assuming this Agreement has been duly authorized, executed and delivered by the Company, constitutes the a legal, valid and binding obligation of such each Investor, enforceable against such each Investor in accordance with its terms, except to the extent that the as such enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws from time to time in effect laws of general application affecting generally the enforcement of creditors’ rights generally and remedies; and (ii) by general principles of equity regardless equity. Each Investor has duly taken all necessary action to authorize the execution, delivery and performance of whether enforcement is sought in equity or at Lawthis Agreement 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 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 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 making any representation or 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 filings required by Section 13 Investor Shares, none of the Exchange Act Investors nor any of their Affiliates or Associates beneficially owns any securities of the Company. (which such j) Each Investor shall file with the SEC when and as the same is due), the execution and delivery of entering into this Agreement by such Investor in good faith and not as part of a plan or scheme to evade compliance with federal securities laws. (k) Except for the performance by such Investor of its obligations under representations and warranties contained in this Agreement: (i) does not violate any provision , none of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate Investors nor any applicable Law other person on behalf of any Governmental Authority having jurisdiction over the Investor or any part of the properties Investors makes any other express or assets implied representation or warranty with respect to any of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 ConsentsInvestors.

Representations and Warranties of the Investors. Each Investor represents and warrants as to itself, severally and not jointly, to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability 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 hereunder. The execution and delivery by such Investor under the terms 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 InvestorRelated Agreements. No other All action on the part of such the Investor or its members is necessary to authorize for the authorization, execution, delivery and performance by such Investor of this AgreementAgreement and the Related Agreements, and the performance of all of the Investor's obligations under this Agreement and the Related Agreements, has been taken or will be taken prior to the Closing. (b) This Agreement and the Related Agreements, when executed and delivered by the Investor, will constitute valid and legally binding obligations of the Investor, enforceable in accordance with 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, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (iii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity. (c) This Agreement has been duly executed and delivered by such Investor andNo consent, assuming this Agreement has been duly authorizedapproval, executed and delivered authorization, order, filing, registration or qualification of or with any court, Governmental Authority or other Person is required to be obtained by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance connection with its terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor 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 Securities solely for its own account, for investment and 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 such 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 obligations 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 this 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) does not violate any provision 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 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, (B) does not require the Consent of any Person under, violate, result an investment in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under Company; (whether or not ii) it has no present need for liquidity in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which any of its properties or assets is bound, (C) does not result investment in the creation or imposition Company and is able to bear the risk 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 assetsthat investment for an indefinite period and to afford a complete loss thereof, and (Eiii) does it was not otherwise require 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 Governmental Approvals 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 or any Third Party Consentsof the transactions contemplated hereby.

Representations and Warranties of the Investors. Each Investor of the Investors represents and warrants to the Company on behalf and each of itself the Guarantors that it is acquiring the Securities to be purchased by it hereunder for its own account for the purpose of investment and not jointly that as with a view to or for sale in connection with any distribution thereof in violation of the date hereof: Securities Act; provided, however, that nothing herein contained shall prevent the Investors from selling or transferring any Securities in any transaction that, in the opinion of their counsel, which shall be reasonably acceptable to the Company (a) Such 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 Securities Act and applicable state securities laws. In addition, each Investor is duly formed, validly existing represents and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor warrants that it has all requisite limited liability full power and authority to execute enter into and deliver perform its obligations under 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 that this Agreement has been duly authorized, executed and delivered by a Person authorized to do so. In addition, each Investor represents and warrants that it is an "accredited investor" as defined in Rule 501 of the Company, constitutes General Rules and Regulations under the legal, valid Securities Act. Each of the Investors further represents and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except warrants to the extent that Company and each of the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law.Guarantors as follows: (da) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the The execution and delivery of this Agreement by such Investor does not, and the performance of this Agreement by such Investor of its obligations will 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 this Agreement: federal or state securities laws, (ib) does not conflict with or violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not charter or conflict with or violate any law, rule, regulation, order, judgment or decree applicable Law of to such Investor, or (c) conflict with or violate any Governmental Authority having jurisdiction over the Investor law, rule, regulation, order, judgment or decree applicable to such Investor, or any part of the properties contract, instrument or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract agreement to which such Investor is a party or by which any of its properties or assets property is bound; (b) such Investor understands that there is not a public market for the Securities, (C) does and that the Securities have not result in been and will not be registered under the creation or imposition Securities Act by reason of any Lien on any part a specific exemption from the registration provision, the availability of which depends upon, among other things, the bona fide nature of the properties or assets investment intent and the accuracy of such Investor, 's representations and warranties set forth in this Section 11; and (Dc) does not violate any Order binding Such Investor is domiciled in the state indicted on the signature page to this Agreement signed by or on behalf of such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party ConsentsInvestor.

Representations and Warranties of the Investors. Each Investor hereby, as to itself only and for no other Investor, represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Organization; Authority. Such Investor is an entity duly formedorganized, validly existing and in good standing under the Laws laws of Delaware the jurisdiction of its organization with all the requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability corporate or partnership power and authority to execute and deliver this Agreement enter into and to perform consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunderhereunder and thereunder. The execution and delivery by such Investor of this Agreement and the performance consummation of the transactions contemplated hereby, including the purchase by such Investor of its obligations hereunder have the Securities hereunder, has been duly authorized by all requisite limited liability company action of such Investor. No other necessary 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) Investor. This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor it in accordance with its terms, except to the extent that the enforceability thereof as may be limited by: by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or similar Laws from time other laws of general application relating to time in effect or affecting generally the enforcement of creditors’ creditors rights and remedies; generally, and (ii) general principles the effect of equity regardless rules of whether enforcement is sought in equity or at Lawlaw governing the availability of specific performance, injunctive relief and other equitable remedies. (db) Other than the filings required by Section 13 No Public Sale or Distribution; Investment Intent. Such Investor understands that none of the Exchange Securities have been registered under the Securities Act (by reason of a claimed exemption under the provisions of the 1933 Act which such depends, in part, on the Investor’s intent in connection therewith. Such Investor shall file with the SEC when and as the same represents that it is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (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 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 such Investor does not violate have a present arrangement to effect any provision distribution of the Constituent Documents of Securities to or through any person or entity; provided, however, that, except as set forth in Sections 3.2(h) and 4.8, by making the representations herein, such Investor; and (ii)(A) Investor does not conflict agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or violate any applicable Law of any Governmental Authority having jurisdiction over pursuant to a registration statement or an exemption under the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 ConsentsSecurities Act.

Representations and Warranties of the Investors. (i) Each Investor represents and warrants to the Company 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 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 acknowledges that its respective Convertible Preferred 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. (ii) Each Investor has full right, authority and power as an individual or under a governing partnership, governing agreement, or otherwise, to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of itself and not jointly that such Investor pursuant to or as of the date hereof: (a) Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver contemplated by this Agreement and to perform its obligations hereunder. The execution carry out the transactions contemplated hereby and delivery by such Investor of this Agreement thereby, 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) 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 has been duly and each agreement, document and instrument executed and delivered by such each Investor and, assuming pursuant to or as contemplated by this Agreement has been duly authorizedconstitute, or when executed and delivered by the Company, constitutes the legalwill constitute, valid and binding obligation obligations of such Investor, each of the Investors enforceable against such Investor in accordance with its their respective terms. The execution, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights delivery and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required performance by Section 13 of the Exchange Act (which such each Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by and each such Investor other agreement, document and instrument, and the performance by such Investor of its obligations under this Agreementthe transactions contemplated hereby and thereby do not and will not: (iA) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not violate, 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under a default (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without after the giving of notice, the passage lapse of time or both), ) under any Contract contract or 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 its properties the assets of any Investor; (B) violate or assets is boundresult 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) does not result in the creation require from such Investor any notice to, declaration or imposition filing with, or consent or approval of any Lien 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 part of the properties arrangement or assets agreement made by or on behalf 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 represents and warrants As an inducement to the Company on behalf of itself to enter into this Agreement and to issue and sell the Series A Shares and consummate the other transactions contemplated hereby, each Investor hereby represents and warrants, severally and not jointly that jointly, to the Company as of the date hereoffollows: (a) 5.1. Organization and Standing. Such Investor is a corporation, partnership, limited liability company or trust, as the case may be, duly formedorganized, validly existing and in good standing under the Laws laws of Delaware with all requisite power and authority required to conduct its business as presently conductedjurisdiction of incorporation, organization or formation. (b) 5.2. Legal Capacity and Authorization. Such Investor has all requisite limited liability full right, power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements to which it is a party and to carry out fully and perform its obligations hereunderhereunder and thereunder. 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) Agreement and each of the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate or other action by such Investor. This Agreement has been duly executed and delivered by such Investor and, assuming the valid authorization, execution and delivery of this Agreement has been duly authorized, executed and delivered by the Company, constitutes is the legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, and each of the Ancillary Agreements to which such Investor is a party, upon its execution and delivery by such Investor (assuming the valid authorization, execution and delivery of each of the Ancillary Agreements by the Company and each other party thereto), will be the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its respective terms, except in each case subject to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or and similar Laws from time to time in effect laws of general application affecting generally the enforcement of creditors’ rights generally and remedies; and (ii) to general principles of equity regardless of whether enforcement is sought in equity or at Lawprinciples. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 hereby, as to itself only and for no other Investor, represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Organization; Authority. Such Investor is an entity duly formedorganized, validly existing and in good standing under the Laws laws of Delaware the jurisdiction of its organization with all the requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability corporate, partnership or other power and authority to execute and deliver this Agreement enter into and to perform consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunderhereunder and thereunder. The execution and delivery purchase by such Investor of this Agreement and the performance by such Investor of its obligations Securities hereunder have has been duly authorized by all requisite limited liability company action of such Investor. No other necessary 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) Investor. This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor it in accordance with its terms, except to the extent that the enforceability thereof as may be limited by: by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or similar Laws from time other laws of general application relating to time in effect or affecting generally the enforcement of creditors’ creditors rights and remedies; generally, and (ii) general principles the effect of equity regardless rules of whether enforcement law governing the availability of specific performance and other equitable remedies. (b) No Public Sale or Distribution; Investment Intent. Such Investor is sought (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 equity the ordinary course of business 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 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 reserves the right to dispose of the Securities at Lawany 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 a registered 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. 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) Other than 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 filings required by Section 13 merits and risks of the Exchange Act (which prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Investor shall file with understands that it must bear the SEC when and as the same is due), the execution and delivery economic risk of this Agreement by 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 the performance by such Investor of its obligations under this Agreementhas been afforded: (i) does not violate any provision the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Constituent Documents Company concerning the terms and conditions of such Investorthe offering of the Securities and the merits and risks of investing in the Securities; (ii) 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 (ii)(Aiii) does not conflict 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 or violate any applicable Law of any Governmental Authority having jurisdiction over respect to the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with investment. Neither such inquiries nor any other event investigation conducted by or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage on behalf of time or both), any Contract to which such Investor is a party or by which 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 its representatives or counsel shall modify, amend or affect such Investor's right to rely on the truth, accuracy and completeness of its properties the Disclosure Materials and the Company's representations and warranties contained in the Transaction Documents. Such Investor acknowledges receipt of copies of the SEC Reports. (f) No Governmental Review. Such Investor understands that no United States federal or assets, and (E) does not otherwise require any Governmental Approvals state agency or any Third Party Consentsother government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

Representations and Warranties of the Investors. Each As a material inducement to the Company to enter into and perform its obligations under this Agreement, each Investor represents and warrants to the Company Company, severally and not jointly, on behalf of itself and not jointly that or himself only, with each reference to “Investor” referring to such Investor only, as of the date hereofhereof as follows: (a) Such 3.1 Each Investor that is a corporate entity is duly formedorganized, validly existing and in good standing under the Laws laws of Delaware with the jurisdiction of its organization. The Investor has all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power execute, deliver and authority to execute and deliver perform this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor on behalf 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 All action on the part of such the Investor or its members is necessary to authorize for the authorization, execution, delivery and performance by such of all obligations of the Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming under this Agreement has been duly authorized, executed and delivered by the Company, taken. This Agreement constitutes the legal, valid and legally binding obligation of such the Investor, enforceable against such Investor in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (c) to the extent that the enforceability thereof of indemnification provisions may be limited by: by applicable laws; provided, however, in the case of subparagraphs (ib) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is duec), the execution Investor waives all such limitations to the maximum extent permitted by applicable law. 3.2 The Securities allocated to the Investor will be acquired by the Investor for its own account for investment purposes and delivery not with a view to, or for sale in connection with, any distribution. The Investor does not presently have any contract, undertaking or agreement with any person or entity to sell, transfer or grant participation rights to any other person or entity with respect to any of this Agreement the Securities. 3.3 The Investor is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act and has provided the Company with a completed questionnaire documenting such status. The Investor acknowledges and agrees that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Investor understands that no public market now exists for the Notes and that a public market may never exist for the Notes. 3.4 The Investor acknowledges that it has received all of the information it considers necessary or appropriate for deciding whether to acquire the Securities allocated to it. The Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the business, assets, prospects and financial condition of the Company and to obtain any additional information necessary to verify the accuracy of the information provided by such Investor the Company and the performance by such Investor of risks associated with its obligations under this Agreement: (i) does not violate any provision of decision to acquire 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 ConsentsSecurities.

Representations and Warranties of the Investors. Each Investor hereby represents and warrants to the Company on behalf of Issuer, solely as to itself and not jointly that as of the date hereofwith respect to any other Investor, that: (a) Such Investor is duly formedorganized, validly existing and in good standing under the Laws laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) the jurisdiction of such Investor’s organization. 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 authorized, executed and delivered by the Company, constitutes the legal, valid and legally binding obligation of such Investor, Investor enforceable against such Investor in accordance with its terms, terms and conditions (except to the extent that the as such enforceability thereof may be limited by: (i) applicable by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights generally and remedies; and (ii) by general principles of equity regardless of whether enforcement is sought in equity or at Lawequitable principles). (db) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), Neither the execution and delivery of this Agreement by such Investor and nor the performance by such Investor consummation of its obligations under this Agreement: the transactions contemplated hereby will (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with Law or violate any applicable Law other restriction of any Governmental Authority having jurisdiction over the to which such Investor is subject or, if applicable, any provision of such Investor’s governing documents or any part of the properties or assets of the Investor(ii) conflict with, (B) does not require the Consent of any Person result in a breach of, constitute a default under, violate, result in the termination or acceleration of or of of, create in any Person the right underto accelerate, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance)terminate, modify, or conflict withcancel, breach or constitute a default require any notice under (in each case with any agreement, contract, lease, license, instrument, or without notice, the passage of time or both), any Contract other arrangement to which such Investor is a party or by which it is bound or to which 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’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. (Dc) does not violate 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 Order binding 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 part applicable state securities Laws. (g) Such Investor understands and acknowledges that the offering of its properties or assetsthe 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. (Eh) does not otherwise require any Governmental Approvals Each certificate or any Third Party Consentsinstrument 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. Each Investor represents The Investors, jointly and warrants severally, represent and warrant to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Such a. Each Investor who is duly formed, validly existing a natural person is competent and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform consummate the transactions contemplated hereby. Each Investor which is not a natural person has been duly organized, and is validly existing and in good standing, under the laws of its obligations hereunder. The execution jurisdiction of formation, and delivery by such Investor of has all requisite power and authority to execute and deliver this Agreement and to consummate 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 Agreementtransactions contemplated hereby. (c) b. This Agreement has been duly and validly executed and delivered by each Investor or by the principals of such Investor and, assuming this Agreement has been duly authorized, executed due and delivered valid execution and delivery by the Company, constitutes the a legal, valid and binding obligation agreement of such Investor, enforceable against such Investor in accordance with its terms, except subject as to the extent that the enforceability thereof may be limited by: (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar Laws from time to time in effect laws affecting generally the enforcement of creditors’ rights and remedies; remedies generally and (ii) to general principles of equity (regardless of whether enforcement is sought in equity a proceeding at law or at Law. (d) Other than the filings required by Section 13 in equity). The performance of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery terms of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does shall not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with violation of, or without notice, the passage of time require any notice or both)consent under, any Contract certificate or articles of incorporation, limited partnership agreement, trust agreement, bylaws or any other agreement or instrument to which such Investor is a party or by which any of its properties or assets such Investor is bound, (C) does and shall not result in the creation require any consent, approval or imposition notice under any provision of any Lien on any part judgment, order, decree, statute, law, rule or regulation applicable to such Investor or such Investor’s shares of the properties 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 assets of 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 (Das such terms are defined in Section IV.7) does not violate 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 Order binding on such 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 part affiliate or associate of its properties such Investor beneficially owns any equity or assetsdebt securities of the Company or any subsidiary, other than the foregoing, and (E) does not otherwise require any Governmental Approvals no Investor or any Third Party Consentsaffiliate 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 severally represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofof this Agreement (or, if made as of a specified date, as of such date) that: (a) Such Investor It is duly formedacquiring the Shares and, validly existing subject to Stockholder Approval, the Exchange Shares for its own account for investment and in good standing not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Shares or the Exchange 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 dispose of all or any part of such securities under a registration under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conductedSecurities Act or under an exemption from said registration available under the Securities Act. (b) Such Investor It has all requisite limited liability full power and authority legal right 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 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 taken all action necessary for the authorization, execution, delivery, and performance of this Agreement has been duly executed and delivered by such Investor its obligations hereunder, and, assuming this Agreement has been duly authorized, executed upon execution and delivered delivery by the Company, constitutes this Agreement shall constitute the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof such enforcement may be limited by: (i) applicable by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws from time to time laws now or hereafter in effect affecting generally the enforcement of relating to creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (de) Other than There are no claims for brokerage commissions or finder’s fees or similar compensation in connection with the filings required transactions contemplated by Section 13 this Agreement based on any arrangement made by or on behalf of such Investor and such Investor 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 it is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the economic risk of such 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 Exchange Company concerning the terms and 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. (which g) 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, the execution and delivery by it of this Agreement and the performance by such Investor shall file with of its obligations hereunder and the SEC when and as consummation by such Investor of the same is due)transactions contemplated hereby do not require such Investor to obtain any consent, the 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 do not, and the performance fulfillment of the terms hereof and thereof by such Investor of its obligations under this Agreement: will not, (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not or conflict with its partnership agreement, trust agreement, the articles of incorporation, other constitutive documents or violate any by-laws (or other similar applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets documents) of the Investor, as applicable; (Bii) does not require the Consent result in a breach of any Person underof the terms, violateconditions or provisions of, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time (or both)) under, or result in the modification of, or permit the acceleration of rights under or termination of, any Contract material contract to which such Investor is a party or by which (iii) violate any of its properties law, ordinance, standard, judgment, rule or assets is bound, (C) does not result in the creation or imposition regulation of any Lien on any part of the properties court or assets of such Investorfederal, (D) does not violate any Order binding on state or foreign regulatory board or body or administrative agency having jurisdiction over such Investor or any part of over its respective properties or assetsbusinesses; except, in the cases of clauses (ii) and (Eiii) does where such event would not otherwise require any Governmental Approvals be reasonably likely to have a material adverse effect on the Investor’s ability to consummate the transactions contemplated by this Agreement. (i) On the date of this Agreement, the Investor (1) is not an “interested stockholder” within the meaning of Section 203(c)(5) of the DGCL or any Third Party Consents(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 Investor, severally and not jointly, represents and warrants to the Company, and acknowledges that the Company on behalf of itself and not jointly that is entering into this Agreement in reliance thereon, as of the date hereofhereof and as of the Closing, as follows: (a) Such 4.1. All actions on the part of the Investor is duly formednecessary for the authorization, validly existing execution, delivery, and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as 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 performance by such Investor it of this Agreement and the performance by such Investor of its obligations hereunder transactions contemplated herein, 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 taken to authorize the execution, delivery and performance by such Investor it of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor andthe transactions contemplated herein, assuming and this Agreement has been duly authorized, executed and delivered by the Company, constitutes the transactions contemplated herein are legal, valid valid, and binding obligation of such Investorobligations, enforceable against such as to the Investor in accordance with their terms. The execution, delivery and performance of this Agreement and the transactions contemplated herein do not and will not violate (or result in the violation) or conflict with the Investor’s governing internal documents; 4.2. Without derogating from the Company's representations and warranties hereunder, each of the Investors has spoken to members of the management of the Company, has been afforded with the opportunity to ask questions and has performed its termsindependent due diligence. Each Investor further acknowledges that, except as otherwise expressly provided for herein, no express or implied warranty, representation or covenant whatsoever has been made by the Company hereunder; 4.3. Each Investor has the requisite knowledge and experience in financial and business matters to be capable of evaluating the extent merits and risks of the investment envisaged under this Agreement, and of investing in the Company, and each Investor acknowledges and represent that such investment may be completely lost, and it is financially able to bear such risk. Each Investor understands that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium New Issue Shares have not been registered under the securities laws of Israel or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity any other state or at Law.jurisdiction; (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the 4.4. The execution and delivery of this Agreement by such Investor the Investors and the performance by such Investor of its their respective obligations under this Agreement: (i) does hereunder do not require the consent or agreement of any person, authority or entity which has not been or will not be obtained prior to the date of the Closing, and will not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with any instrument, judgment, order, writ, decree 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract contract to which such Investor it is a party or by which any of its properties or assets it is bound, (C) does or any provision of law, rule or regulation applicable to the Investor which would prevent the execution by the Investor of this Agreement or the performance of its obligations hereunder and thereunder; and 4.5. Each Investor has not employed nor made any agreement with any broker, finder or similar agent or any person or firm, which will result in the creation or imposition of any Lien on any part obligation of the properties Company or assets of such Investorthe Investor to pay any finder’s fee, (D) does not violate any Order binding on such Investor brokerage fees or any part of its properties commission or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentssimilar payment in connection with the transactions contemplated hereby.

Representations and Warranties of the Investors. Each Investor of the Investors represents and warrants warrants, severally and not jointly, to Parent and Merger Sub and to the Company on behalf of itself and not jointly that as of the date hereofother Investor that: (a) Such Investor is duly formedorganized, validly existing and in good standing under the Laws laws of Delaware with all the jurisdiction of its organization, and has the requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and the agreements contemplated hereby and to perform its obligations hereunderhereunder and thereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder documents contemplated hereby have been duly and validly authorized by all requisite limited liability company action of such Investor. No necessary corporate or other action action, and no other corporate or similar proceedings on the part of such Investor or its members is are necessary to authorize this Agreement and the execution, delivery and performance by such Investor of this Agreement. (c) agreements contemplated hereby. This Agreement has been duly and validly executed and delivered by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery thereof by the CompanyParent and Merger Sub, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to the extent that the enforceability thereof may be limited by: (i) effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights generally and remedies; and (ii) subject to the effect of general principles of equity (regardless of whether enforcement is sought at law or in equity or at Lawequity). (db) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the The execution and delivery by such Investor of this Agreement by such Investor and the transactions contemplated hereby do not, and the performance by such Investor of its obligations under this Agreement: Agreement and the transactions contemplated hereby will not, (i) does not conflict with or violate any provision the Certificate of the Constituent Documents Incorporation or By-laws, limited partnership agreement or equivalent governing documents of such Investor; , (ii) assuming that all consents, approvals, authorizations and (ii)(Aother actions described in Section 2.2(c) does not 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 applicable Law of any Governmental Authority having jurisdiction over the to such Investor or by which any part property or asset of the properties it is bound or assets of the Investoraffected, or (Biii) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right underbreach of, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which, with notice or without notice, the passage lapse of time or both), would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of such Investor pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Investor is a party or by which 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 property or asset of its properties it is bound or assetsaffected, 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 (E) does not otherwise 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 Approvals 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 any Third Party Consentspermits, 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 Investor hereby represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Such Organization; Authority. If the Investor is an entity, the Investor is duly formedorganized, validly existing and in good standing under the Laws laws of Delaware the jurisdiction of its organization with all the requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power enter into and authority to execute and deliver consummate the transactions contemplated by this Agreement and otherwise to perform carry out its obligations hereunder. The execution and delivery purchase by such Investor of this Agreement and the performance by such Investor of its obligations Securities hereunder have has been duly authorized by all requisite limited liability company action of such Investor. No other necessary action on the part of such Investor or its members is necessary to authorize the executionInvestor. In addition, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such each Investor and, assuming this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, valid and legally binding obligation of such the Investor, enforceable against such Investor it in accordance with its terms, except to the extent that the enforceability thereof as may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or similar Laws from time other laws of general application relating to time in effect or affecting generally the enforcement of creditors’ creditors rights and remedies; and (ii) generally, or by general principles of equity regardless equity. (b) No Public Sale or Distribution; Investment Intent. The Investor is acquiring the 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 the Securities to or 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 enforcement any such transaction is sought to be settled by delivery of Common Stock or other securities, in equity cash or otherwise. (c) Investor Status. At the time the Investor was offered the Securities, it was, and at Lawthe date hereof it is, an "accredited investor" as defined in Rule 501(a) under the Securities Act. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision 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 Experience of the Investor. The Investor has such knowledge, (B) does not require sophistication and experience in business and financial matters so as to be capable of evaluating the Consent merits and risks of any Person under, violate, result the prospective investment in the termination or acceleration Securities, and has so evaluated the merits and risks of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such investment. The Investor is a party or by which any able to bear the economic risk of its properties or assets is bound, (C) does not result an investment in the creation or imposition of any Lien on any part of Securities and, at the properties or assets present time, is able to afford a complete loss 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 Consentsinvestment.

Representations and Warranties of the Investors. Each As of the date hereof, each Investor severally as to itself and not jointly hereby represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Such Investor is duly formedacquiring its respective Securities for the Investor's own account, validly existing not as nominee or agent, for investment and not with a view to, or for resale in good standing under connection with, any distribution or public offering thereof within the Laws meaning of Delaware the Securities Act of 1933, as amended (the "Securities Act"), provided, however, that by making the representations herein, the Investors do not agree to hold such Securities for a minimum or other specific term and reserve the right to dispose of the Securities at any time in accordance with all requisite power federal and authority required state securities laws applicable to conduct its business as presently conductedsuch disposition. By executing this Agreement, such Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any such person or to any third person, with respect to the Securities. (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 understands that (i) the Securities have not been registered under either the Securities Act or the securities laws of any state of the United States by reason of specific exemptions therefrom, (ii) the Securities must be held by the Investor indefinitely, and, therefore, such Investor must bear the economic risk of this Agreement such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and the performance securities laws of any applicable state or is exempt from such registrations; (iii) each certificate that represents the Securities will be endorsed with legends as required by such Investor applicable securities laws; and (iv) the Company will instruct any transfer agent not to register the transfer of its obligations hereunder have been duly authorized by all requisite limited liability company action any of such Investorthe Securities unless the conditions specified in the foregoing legend are satisfied. No other action on For greater certainty, the part of such Investor or its members is necessary restrictive legend referred to authorize in clause (iii) shall be substantially in the executionfollowing form: THIS SECURITY (A) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, delivery and performance by such Investor of this AgreementAS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS, AND (B) MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED. (c) This Agreement Such Investor has been duly executed furnished with such materials and delivered by has been given access to such information relating to the Company as the Investor andhas requested. Such Investor has been afforded the opportunity to ask questions regarding the Company and the Securities as the Investor has found necessary to make an informed investment decision. Such Investor has been solely responsible for its own due diligence investigation of the Company and its business, assuming for its own analysis of the merits and risks of its investment made pursuant to this Agreement has been duly authorized, executed and delivered by for its own analysis of the Company, constitutes the legal, valid and binding obligation terms of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Lawinvestment. (d) Other than Such Investor is an "accredited investor" within the filings required by Section 13 meaning of Rule 501 under the Securities Act. Such Investor is in a financial position to hold the Securities and is able to bear the economic risk and withstand a complete loss of the Exchange Act Investor's investment in the Securities. Such Investor recognizes that the Securities involve a high degree of risk. Such Investor is a sophisticated investor, is able to fend for itself in the transaction contemplated by this Agreement, and has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the prospective investment in the Securities. (which such i) Such Investor shall file with has the SEC when requisite power and as the same is due)authority to enter into and perform its obligations under this Agreement, (ii) the execution and delivery of this Agreement by such Investor and the performance consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action and no further consent or authorization of the Investor (or, to the extent applicable, its Board of Directors or stockholders) is required, and (iii) this Agreement has been duly executed and delivered by such Investor and constitutes a valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except, in each case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. (f) During the period such Investor holds any Securities, neither such Investor nor any person acting on its behalf has the intention of entering, or will enter into, any put option, short position or other similar instrument or position with respect to the Purchased Shares or any Common Stock that may be acquired upon exercise of the Warrants; provided, that, nothing in this Section 2(f) shall restrict such Investor from exercising Warrants held by such Investor and simultaneously selling the shares of Common Stock receivable pursuant to such exercise. (g) Such Investor understands, acknowledges and agrees that: (i) the Securities are highly speculative investments which involve a substantial degree of risk of loss by such Investor of its obligations under this Agreement: (i) does not violate any provision the Investor's entire investment in the Company and that the Investor understands and takes full cognizance of the Constituent Documents risk factors related to the purchase of the Securities; (ii) The Company has been operating at a loss and may do so for the foreseeable future; and (iii) Any projections or predictions that may have been made available to such InvestorInvestor are based on estimates, assumptions and forecasts which may prove to be incorrect; and (ii)(A) does not conflict no assurance is given that actual results will correspond with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of results contemplated by the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 Consentsvarious projections.

Representations and Warranties of the Investors. Each Investor hereby, as to itself only and for no other Investor, represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Organization; Authority. Such Investor is an entity duly formedorganized, validly existing and in good standing under the Laws laws of Delaware the jurisdiction of its organization with all the requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability corporate or partnership power and authority to execute and deliver this Agreement enter into and to perform consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunderhereunder and thereunder. The execution and delivery purchase by such Investor of this Agreement and the performance by such Investor of its obligations Securities hereunder have has been duly authorized by all requisite limited liability company action of such Investor. No other necessary 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) Investor. This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor it in accordance with its terms, except to the extent that the enforceability thereof as may be limited by: by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time other laws of general application relating to time in effect or affecting generally the enforcement of creditors’ ' rights and remedies; generally, and (ii) general principles the effect of equity regardless rules of whether enforcement law governing the availability of specific performance and other equitable remedies. (b) No Public Sale or Distribution; Investment Intent. Such Investor is sought (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 equity the ordinary course of business 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 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 reserves the right to dispose of the Securities at Lawany 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. (d) Other than 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 filings required by Section 13 merits and risks of the Exchange Act 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. (which such e) Access to Information. Such Investor shall file with acknowledges that it has reviewed the SEC when Disclosure Materials and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreementhas been afforded: (i) does not violate any provision the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Constituent Documents Company concerning the terms and conditions of such Investorthe offering of the Securities and the merits and risks of investing in the Securities; (ii) 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 (ii)(Aiii) does not conflict 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 or violate any applicable Law of any Governmental Authority having jurisdiction over respect to the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with investment. Neither such inquiries nor any other event investigation conducted by or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage on behalf of time or both), any Contract to which such Investor is a party or by which 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 its representatives or counsel shall modify, amend or affect such Investor's right to rely on the truth, accuracy and completeness of its properties the Disclosure Materials and the Company's representations and warranties contained in the Transaction Documents. (f) No Governmental Review. Such Investor understands that no United States federal or assets, and (E) does not otherwise require any Governmental Approvals state agency or any Third Party Consentsother government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

Representations and Warranties of the Investors. Each Investor of the Investors hereby severally, and not jointly, represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofhereof and as of the respective Closing Date to the Company as follows: (a) Such Investor is an individual or is an organization duly formed, organized and validly existing and in good standing under the Laws laws of Delaware its state of formation, with all requisite necessary power and authority required to own properties and to conduct its business as presently currently conducted. (b) Such Investor has all requisite limited liability necessary legal power and authority to execute enter into, deliver and deliver this Agreement and to perform its obligations hereunderunder the Related Agreements. 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 of the Related Agreements by such Investor and the consummation by it of this Agreement. (c) This Agreement the transactions contemplated thereby have been duly and validly authorized by all necessary legal action, 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 andInvestor, assuming this Agreement has been duly authorizedwhere applicable, executed and delivered by the Company, constitutes the legal, valid and binding obligation obligations of such Investor; provided, enforceable against that, with respect to each such Investor in accordance with its termsagreement, except to the extent that the enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or similar Laws laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; remedies generally and (ii) by general principles of equity (regardless of whether enforcement is sought such principles are considered in a proceeding in equity or at Law.law). HUSA – Securities Purchase Agr – Series B Preferred 7 (dc) Other than the filings required by Section 13 The execution, delivery and performance of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement Related Agreements by such Investor and the performance consummation by such Investor of its obligations under this Agreement: the transactions contemplated thereby will not (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law result in a breach or violation of any Governmental Authority having jurisdiction over the Investor or any part of the properties terms or assets of the Investorprovisions of, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both)under, any Contract material agreement to which such Investor is a party or by which such Investor is bound or to which any of its properties the property or assets of such Investor is boundsubject, (Cii) does not conflict with or result in any violation of the creation provisions of the organizational documents of such Investor, or imposition (iii) violate any statute, order, rule or regulation of any Lien on any part of court or governmental agency or body having jurisdiction over such Investor or the properties property or assets of such Investor, except in the case of clauses (Di) does and (iii), for such conflicts, breaches, violations or defaults would not violate 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 Order binding on such Investor 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 properties or assetsprospective 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 aware 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 (Eiv) 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 otherwise require 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 Governmental Approvals 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 Third Party ConsentsCompany 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 As a material inducement to the Company to enter into the transactions contemplated by this Agreement, each Investor represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofhereof that: (a) Such Each Investor is duly formedorganized, validly existing and in good standing under the Laws laws of Delaware with the jurisdiction of its formation and has all requisite power and authority required to conduct carry on its business as presently conducted and as proposed to be conducted. (b) Such Each Investor has all requisite limited liability full 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 enter into this Agreement. (c) . This Agreement has been duly Agreement, when executed and delivered by such each Investor and, assuming this Agreement has been duly authorized, executed and delivered by will constitute the Company, constitutes the legal, valid and legally binding obligation of such Investor, each Investor enforceable against such Investor in accordance with its terms, except as limited by the Enforceability Exceptions. (c) 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 (or any of its affiliated Investors) in connection with the consummation of the transactions contemplated by this Agreement, other than disclosure reports regarding such transactions that each Investor (or any of its affiliated Investors) is required to file in accordance with the extent that terms of the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at LawExchange Act. (d) Other than the filings required The execution, delivery and performance by Section 13 of the Exchange Act (which such each Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance consummation by each such Investor of its obligations under this Agreement: the transactions contemplated hereby will not result in any violation or default (i) does not violate any provision 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 provisions of the properties or assets of the Investorits organizational documents, (Bii) does not require the Consent of any Person underinstrument, violatejudgment, result in the termination order, writ or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract decree to which such Investor it is a party or by which any of its properties or assets it is bound, (Ciii) does not result in the creation under any note, indenture or imposition 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 Lien on any part provision of the properties federal or assets of such Investorstate statute, rule or regulation applicable to it, in each case (D) does not violate any Order binding other than clause (i)), which would have a material adverse effect on such Investor or any part its ability to consummate the transactions contemplated hereby. (e) The Investors (or each of its properties or assetsaffiliated Investors, as applicable) are the record and (E) does not otherwise require any Governmental Approvals or any Third Party Consentsbeneficial 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. (a) Each Investor represents and warrants to the Company on behalf and the Shareholders that it has such knowledge and experience in financial and business matters that it is capable of itself 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 jointly that as with a view to, or any present intention of, effecting a distribution of the date hereof: (a) such securities or any part thereof except pursuant to a registration or an available exemption under applicable law. Such Investor is duly formed, validly existing and in good standing acknowledges that its respective Convertible Shares have not been registered under the Laws Securities Act or the securities laws of Delaware with all requisite power any state or other jurisdiction and authority required to conduct its business as presently conductedcannot 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) Such Each Investor has all requisite limited liability full right, authority and power under its governing partnership agreement to enter into this Agreement and authority each agreement, document and instrument to execute be executed and deliver delivered by or on behalf of such Investor pursuant to or as contemplated by this Agreement and to perform its obligations hereunder. The execution carry out the transactions contemplated hereby and delivery by such Investor of this Agreement thereby, 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) 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 has been duly and each agreement, document and instrument executed and delivered by such each Investor and, assuming pursuant to or as contemplated by this Agreement has been duly authorizedconstitute, or when executed and delivered by the Company, constitutes the legalwill constitute, valid and binding obligation obligations of such Investor, each of the Investors enforceable against such Investor in accordance with its their respective terms. The execution, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights delivery and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required performance by Section 13 of the Exchange Act (which such each Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by and each such Investor other agreement, document and instrument, and the performance by such Investor of its obligations under this Agreementthe transactions contemplated hereby and thereby do not and will not: (iA) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not violate, 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under a default (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without after the giving of notice, the passage lapse of time or both), ) under any Contract contract or 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 its properties the assets of any Investor; (B) violate or assets is boundresult 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) does not result in the creation require from such Investor any notice to, declaration or imposition filing with, or consent or approval of any Lien 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 part of the properties arrangement or assets agreement made by or on behalf 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 represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofPurchaser that: (a) Such Investor is duly formedThis Agreement and its execution, validly existing delivery and in good standing under performance by the Laws of Delaware with all requisite power and authority required to conduct its business as 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 behalf of the part of such Investor or and its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) trustees. This Agreement has been duly executed and delivered by such Investor andthe Investor, and assuming this Agreement has been duly authorized, executed the due execution and delivered delivery thereof by the CompanyPurchaser, constitutes the a legal, valid and binding obligation of such the Investor, enforceable against such the Investor in accordance with its terms, except to the extent that the as enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally by the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at LawEnforceability Exceptions. (db) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when The execution, delivery and as the same is due), the execution and delivery performance of this Agreement by such the Investor and the performance consummation by such the Investor of its obligations under this Agreement: (i) does the transactions contemplated hereby do not violate any provision 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 Investorwill not, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time or both), (i) violate the provisions of any Contract Law or Order applicable to the Investor, (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 of the terms of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any 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 any of its properties or assets the Investor is bound, or (Civ) does not result in the creation or imposition of any Lien on any part of the properties or assets Excluded Shares. (c) As of such Investorthe date hereof, (D) does not violate any Order binding on such the Investor or any part is the beneficial owner of its properties Excluded Shares, free and clear of any Liens and any other limitation or assetsrestriction (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 (E) does not otherwise require any Governmental Approvals at all times during the term of this Agreement will have, with respect to its Excluded Shares, the sole power, directly or any Third Party Consentsindirectly, to vote such Excluded Shares.

Representations and Warranties of the Investors. Each Investor Investor, severally and not jointly, further hereby represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Such Investor It is duly formedorganized, validly existing and in good standing under the Laws laws of Delaware with the jurisdiction of its formation and has all requisite power and authority required to conduct carry on its business as presently conductednow conducted and to own or lease its properties. (b) Such Investor It has the requisite power and has taken all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The action necessary for (i) the authorization, execution and delivery by such Investor of this Agreement the Transaction Documents to which it is a party, and (ii) the authorization of the performance by such Investor of all of its obligations hereunder have been duly authorized or thereunder. When executed and delivered by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members it, each Transaction Documents to which it is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been a party will be duly executed and delivered by such Investor and, assuming this Agreement has been duly authorized, executed it and delivered by the Company, constitutes the legal, will constitute its valid and binding obligation of such Investor, agreement enforceable against such Investor it in accordance with its terms, except subject to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganizationmoratorium, moratorium indemnity, contribution, or other similar Laws from time to time in effect laws affecting generally the enforcement of creditors’ rights generally and remedies; and by general equitable principles (ii) general principles of equity regardless of whether enforcement the issue of enforceability is sought considered in a proceeding in equity or at Lawlaw). (c) It owns and has good and valid title to the Shares owned by it, free and clear of all liens, charges, restrictions and other encumbrances, other than restrictions under federal and state securities laws. (d) Other No Person other than it has any ownership or other rights of any kind in or with respect to or based upon the filings required Shares owned by Section 13 it. There are no preemptive or other outstanding rights, options, warrants, phantom equity interests, conversion rights, stock appreciation rights, profit participation rights, redemption rights, repurchase rights, rights of first offer, rights of first refusal, contracts, agreements, arrangements, or commitments of any character under which it is or may become obligated to issue or sell, or give any Person a right to subscribe for or acquire, or in any way dispose of, any of its Shares (including any securities or obligations exercisable or exchangeable for or convertible into any of the Exchange Act (which such Investor shall file with the SEC when and as the same is dueShares), and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no voting trusts, proxies, or other contracts or agreements with respect to the execution voting of the Shares owned by it to which it is a party, and delivery there are no contracts or agreements to which it is a party relating to the registration, sale, or transfer (including agreements relating to rights of this Agreement by such Investor and the performance by such Investor first refusal, co-sale rights, or “drag-along” rights) of any of its obligations under this Agreement: Shares. (e) It has had an opportunity to (i) does not violate any provision ask questions of the Constituent Documents Company and to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Securities with the Company’s management, (ii) review the Company’s facilities and (iii) obtain any additional information necessary to permit an evaluation of the benefits and risks associated with the acquisition of the Securities being acquired by it. (f) It, either alone or with its advisors, has had sufficient experience in business, financial and investment matters to evaluate the merits and risks involved in the investment made hereby, has no need for liquidity in its investment, and is able to hold the Securities being acquired by it, and bear the substantial economic and business risks 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage investment for an indefinite period of time or bothto lose the entire investment made hereby. (g) It understands that the securities being acquired by it have not been registered under the Securities Act or under state securities laws and are being issued in reliance upon exemptions from the registration and prospectus delivery requirements of the Securities Act and in reliance upon certain exemptions from the registration requirements of applicable state securities laws and understands that, except as provided in the Registration Rights Agreement, the Company has no present intention of registering the securities being acquired by it, and, therefore, it must bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities law or is exempt from registration. It further understands that the exemptions from registration relied upon by the Company depend upon, among other things, the bona fide nature of its investment intent expressed above and its other representations herein. It further acknowledges that if an exemption from registration is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the securities being acquired by it, and on requirements relating to the Company which are outside of its control, and which the Company is under no obligation and may not be able to satisfy. (h) It is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions set forth therein and further acknowledges and understands that the Company may not be satisfying any applicable current public information requirement of Rule 144 at the time it wishes to sell the securities being acquired by it and, if so, it may be precluded from selling the securities acquired by it under Rule 144 even if any applicable minimum holding period has been satisfied. It further acknowledges that, in the event all of the requirements of Rule 144 are not met, compliance with another registration exemption will be required. (i) It is acquiring the Securities being acquired by it for its account and not with a view to any sale or distribution thereof within the meaning of the Securities Act, and the rules and regulations of the Securities and Exchange Commission thereunder as amended from time to time (the “Regulations”), except to the extent permitted by the Securities Act and the Regulations. It will make no sale, offer to sell, or transfer of any Contract securities being acquired by it in violation of the Securities Act, the Regulations or any other federal or state securities law, or in violation of the terms of this Agreement. By executing this Agreement, it further represents that it does not presently have any contract, undertaking, agreement or arrangement with any Person to which sell, transfer or grant participations to such Investor Person or to any third Person, with respect to any of the securities being acquired by it. (j) It is a party or by which an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (k) Neither it nor any of its properties agents has either directly or assets is boundindirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the securities being acquired by it. (l) It understands that, subject to the provisions of Section 1.3, the Securities being acquired by it will be notated with the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (CII) does not result in the creation or imposition of any Lien on any part of the properties or assets of such InvestorSUCH SECURITIES ARE SOLD PURSUANT TO RULE 144, OR (DIII) does not violate any Order binding on such Investor or any part of its properties or assetsTHE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, and (E) does not otherwise require any Governmental Approvals or any Third Party ConsentsAS AMENDED.”

Representations and Warranties of the Investors. Each Investor of the ---- ----------------------------------------------- Investors represents and warrants warrants, severally and not jointly, to Holding and Newco and to the Company on behalf of itself and not jointly that as of the date hereofother Investors that: (a) Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as 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 documents contemplated hereby, the performances by such Investor of its its, his or her obligations hereunder and thereunder and the consummations by such Investor of the transactions contemplated hereby and thereby 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 executionInvestor, 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 authorizedthe due authorization, executed execution and delivered delivery thereof by the CompanyHolding and Newco, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the as enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect laws affecting generally the enforcement of creditors’ creditors rights generally and remedies; and (ii) by the effect of general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at Lawin law). (db) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when The execution, delivery and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby and thereby does not violate any provision 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 Investorwill not, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time or both), (i) violate the provisions of any Contract law, rule or regulation applicable to which such Investor is a party or by which any of its its, his or her respective properties or assets is bound, assets; (Cii) does not result in violate the creation or imposition of any Lien on any part provisions of the properties constituent organizational documents or assets of other governing instruments applicable to such Investor, as amended to date; or (Diii) does not violate any Order binding on judgment, decree, order or award of any court, governmental or quasi- governmental agency or arbitrator applicable to such Investor or any part of its 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 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 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 her investment, (Eiii) does 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 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 require any Governmental Approvals disposed of without registration under the Securities Act or any Third Party Consentsan exemption therefrom, and that in the absence of an 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 intention to transfer its shares of Holding Class B Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, severally represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: (a) Such , such Investor is duly formedbeneficially owns, validly existing directly or indirectly, only the number of shares of Common Stock and Series A Preferred Shares as described opposite its name on Exhibit A and Exhibit A includes all Affiliates of any 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 good standing under which the Laws of Delaware with all requisite power and authority required Investors have any interest or right to conduct its business as presently conducted. acquire, whether through derivative securities, voting agreements or otherwise, (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 and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute the Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file cause its respective Representatives acting on its behalf to comply with the SEC when terms of this Agreement, and as (e) to the same is due)actual knowledge of each Investor, the execution execution, delivery, and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) 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, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which with notice or without notice, the passage lapse of time or both)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 Contract organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor is a party or by which any of its properties or assets it 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 Investor, severally and not jointly, represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofeach Closing, and upon conversion of any Note, as follows: (a) Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as 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 All action on the part of such the Investor or its members is necessary to authorize for the authorization, execution, delivery and performance by such the Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorizedtaken, executed and delivered by the Company, this Agreement constitutes the legal, a valid and binding obligation of such the Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof as may be limited by: by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time laws relating to time in effect or affecting generally the enforcement of creditors’ rights and remedies; generally, and (ii) general principles the effect of equity regardless rules of whether enforcement law governing the availability of equitable remedies. (b) The Investor is sought experienced in equity evaluating and investing in companies similar to the 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 at Lawthe 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) The Investor is acquiring the 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 be acquired, as applicable, have not been registered under the Act, by reason of a specific exemption from the registration provisions of the Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. (d) Other than The Investor acknowledges that the filings required by Section 13 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 Exchange provisions of Rule 144 promulgated under the Act which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions. (which such e) The Investor shall file understands that no public market now exists for any of the securities 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, management and financial affairs with the SEC when Company’s management and an opportunity to review the Company’s facilities. The Investor understands that such discussions, as well as the same is due)written information issued by the Company, were intended to describe the execution aspects of the Company’s business and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) prospects which it believes to be material but were not necessarily a thorough or exhaustive description. The foregoing, however, does not violate in any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to way limit or modify any right or obligation under (whether or not the representations and warranties made by the Company in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 ConsentsSection 2.

Representations and Warranties of the Investors. Each Investor hereby, as to itself only and for no other Investor, represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Organization; Authority. Such Investor, if such Investor is not a natural person, is an entity duly formedorganized, validly existing and and, to the extent applicable, in good standing under the Laws laws of Delaware the jurisdiction of its organization with all the requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite corporate, limited liability company, partnership or other power and authority to execute and deliver this Agreement enter into and to perform consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunderhereunder and thereunder. The execution and delivery purchase by such Investor of this Agreement the Ordinary Shares hereunder and the performance consummation of the transactions contemplated by such Investor of its obligations hereunder the Transaction Documents have been duly authorized by all requisite limited liability company action of such Investor. No necessary corporate, partnership or other action on the part of such Investor or its members is necessary Investor. This Agreement and the Transaction Documents to authorize the execution, delivery and performance by which such Investor of this Agreement. (c) This Agreement is a party or has or will execute have been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorized, executed and delivered by constitute the Company, constitutes the legal, valid and binding obligation obligations of such Investor, enforceable against such Investor it in accordance with its their terms, except to the extent that the enforceability thereof may be limited by: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect and other laws of general application affecting generally the enforcement of creditors’ rights and remedies; and generally, (ii) general principles as limited by laws relating to the availability of equity regardless of whether enforcement is sought in equity specific performance, injunctive relief or at Lawother equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (db) Other than No Public Sale or Distribution. Such Investor is acquiring the filings required by Ordinary Shares in the ordinary course of business 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 such Investor does not have a present arrangement to effect any distribution of the Ordinary Shares or any other Ordinary Shares to or through any person or entity. (c) Investor Status. At the time such Investor was offered the Ordinary Shares, it was, and on the date hereof it is, and on the date on which it receives the Ordinary Shares it will be, 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 a registered broker dealer registered under Section 13 15(a) of the Exchange Act (which such Investor shall file with the SEC when and as the same is due)Act, the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision or a member of the Constituent Documents Financial Industry Regulatory Authority, Inc. (“FINRA”) or an entity engaged in the business of being a broker dealer. Except as otherwise disclosed in writing to the Company in such Investor; and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the ’s Investor or any part of the properties or assets of the InvestorQuestionnaire, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is not affiliated with any broker dealer registered under Section 15(a) of the Exchange Act, or a party member of FINRA or by which any of its properties or assets is bound, (C) does not result an entity engaged in the creation or imposition business 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.being a broker dealer. 4

Representations and Warranties of the Investors. Each Investor represents The Investors, jointly and warrants severally, represent and warrant to the Company on behalf of itself and not jointly that Surge as of the date hereof:set forth in this Section 4. (a) Such Investor is duly formed, validly existing and in good standing under Each of the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor Investors has all requisite limited liability the power and authority to accept, execute and deliver this Agreement and to perform carry out its obligations hereunder. The execution ; and the execution, delivery and performance by such Investor each of the Investors of this Agreement and the performance by such Investor consummation of its obligations hereunder the transactions contemplated hereby have been duly authorized by all requisite limited liability company action of such Investor. No other necessary action on the part of such Investor and this Agreement constitutes the valid and legally binding obligations of each of the Investors enforceable against each of the Investors in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or its members other laws affecting the enforcement of creditors' rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies. (b) None of the Investors is necessary a party or subject to authorize nor bound by any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge any of the executionSecurities, delivery and performance by such Investor of other than pursuant to this Agreement. (c) This Agreement Each of the Investors is the lawful owner of each of the Securities to be assigned, transferred and conveyed to Surge by the Investor pursuant to Section 2 above and has been duly executed the full right, power, and delivered by authority to assign, transfer and convey to Surge such Investor andSecurities in accordance with the terms of this Agreement; and the sale, assuming assignment, transfer and conveyance of such Securities in accordance with the terms of this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legalwill transfer good, valid and binding obligation marketable title to such Securities free and clear of such Investorall liens, enforceable against such Investor in accordance with its termsencumbrances, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium claims or similar Laws from time to time in effect affecting generally the enforcement rights of creditors’ rights every kind and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Lawnature whatsoever. (d) Other than the filings required by Section 13 Each of the Exchange Act (which such Investor shall file 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 SEC when exception of the legend that appears on the reverse side of the Certificate. The Securities assigned, transferred and as the same is due), the execution and delivery of 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 "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, 2001; such Investor Investors never transferred or otherwise disposed of their rights to such Warrants and such Warrants are specifically included in the equity securities of Surge to which the Investors have released their rights hereunder. (f) The Investors are not aware of any contract, agreement, or obligation, oral or written, between Surge (including the related parties released by the Investors) and the performance by such Investor of its obligations under Investors' family members, associates and affiliates, other than this Agreement: (i) does not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 Consentsagreement.

Representations and Warranties of the Investors. Each Investor Investor, severally and not jointly, represents and warrants to the Company on behalf of itself that the statements contained in this Article 3 are true and not jointly that correct with respect to such Investor as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date hereof:(in which case such representations and warranties are true and correct as of such other specified date). (a) 3.1 Such Investor is duly formedan “accredited investor” as defined by Rule 501 of Regulation D, validly existing and such Investor is capable of evaluating the merits and risks of its investment in good standing the Notes and has the ability and capacity to protect its interests. 3.2 Such Investor understands that, except as provided in the Registration Rights Agreement, the Notes and the Note Shares have not been registered under the Laws Act on the ground that the issuance thereof is exempt under Section 4(a)(2) of Delaware the Act and/or Regulation D as a transaction by an issuer not involving any public offering and that, in the view of the Commission, the statutory basis for the exception claimed would not be present if any of the representations and warranties of such Investor contained in this Agreement are untrue or, notwithstanding such Investor’s representations and warranties, such Investor currently has in mind acquiring any of the Notes for resale upon the occurrence or non-occurrence of some predetermined event. 3.3 Such Investor is purchasing or acquiring by exchange the Notes and, in the event that such Investor should acquire any Note Shares, will be acquiring such Note Shares as principal for its own account, and not for the benefit of any other Person, for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing of the Notes and Note Shares, as applicable, in full compliance with all requisite power applicable provisions of the Act, the rules and authority required regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Notes and Note Shares is not a liquid investment. 3.4 Such Investor confirms that such Investor has had the opportunity to conduct ask questions of, and receive answers from, the Company or any authorized Person acting on its behalf concerning the Company and its business as presently conductedand to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by such Investor. In connection therewith, such Investor acknowledges that such Investor has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized Person acting on its behalf. Such Investor has received and reviewed all the information concerning the Company and the Notes, both written and oral, that such Investor desires. Without limiting the generality of the foregoing, such Investor has been furnished with or has had the opportunity to acquire, and to review all information, both written and oral, that such Investor desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, such Investor has relied solely on such Investor’s own knowledge and understanding of the Company and its business based upon such Investor’s own due diligence investigations and the Company’s filings with the Commission. (b) 3.5 Such Investor has all requisite limited liability legal and other power and authority to execute and deliver this Agreement and to carry out and perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and under 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 terms of this Agreement. (c) . This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, a valid and legally binding obligation of such Investor, Investor enforceable against such Investor in accordance with its terms, except subject, as to the extent that the enforceability thereof may be limited by: (i) applicable enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other laws of general applicability relating to or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) to general principles of equity regardless of whether enforcement is sought in equity or at Lawprinciples. 3.6 Such Investor has carefully considered and has discussed with its legal, tax, accounting and financial advisors, to the extent such Investor has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for such Investor’s particular federal, state, provincial, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for such Investor. Such Investor understands that it (dand not the Company) Other than the filings required by Section 13 shall be responsible for such Investor’s own tax liability that may arise as a result of the Exchange Act (which investment in the Notes or the transactions contemplated by this Agreement, except as provided in Section 7.2(c). 3.7 Such Investor acknowledges that an investment in the Notes is speculative and involves a high degree of risk and that such Investor shall file with can bear the SEC when and as economic risk of the same is due)acceptance of the Notes, the execution and delivery of this Agreement by such Investor and the performance by such Investor including a total loss of its obligations under this Agreement: (i) does not violate any provision investment. Such Investor recognizes and understands that no federal, state, provincial or foreign agency has recommended or endorsed the purchase of the Constituent Documents of Notes. Such Investor acknowledges that it has such Investor; knowledge 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, (B) does not require the Consent of any Person under, violate, result experience in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which financial and business matters that such Investor is a party or by which any capable of its properties or assets is bound, (C) does not result evaluating the merits and risks of an investment in the creation or imposition Notes and of any Lien on any part making an informed investment decision with respect thereto. 3.8 The principal place of the properties or assets business of such Investor is correctly set forth below such Investor, (D) does not violate any Order binding ’s name on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentsthe signature page hereto.

Representations and Warranties of the Investors. Each Investor represents and warrants to the Company on behalf of Investor, for itself and not jointly that for no other Investor, represents, warrants, acknowledges and agrees, as of the date hereof: Applicable Time and the Closing Date, that: (ai) Such Investor it is duly formedorganized, validly existing and in good standing (as applicable) under the Laws laws of Delaware with 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 required to conduct own, operate and lease its properties and to carry on its business as presently conducted. it is being conducted on the date of this Agreement; (bii) Such Investor it is neither in bankruptcy, liquidation or receivership (and no order or resolution therefore has all requisite limited liability 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 and authority to execute and deliver enter into this Agreement and to perform 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. The execution ; (iv) this Agreement and delivery any other documents required to be signed by such Investor hereunder have been duly authorized (or, in the case of this Agreement documents to be executed and delivered at the performance by such Investor of its obligations hereunder Closing, will have been duly authorized by all requisite limited liability company action of such Investor. No other necessary 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 authorizedInvestor), executed and delivered by or on behalf of such Investor; and, assuming due authorization, execution and delivery by the Companyother parties thereto, constitutes this Agreement and all documents required hereunder to be executed by such Investor constitute or will constitute, in the legalcase of documents to be executed and delivered at the Closing, the legally valid and binding obligation obligations of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the such enforceability thereof (A) may be limited by: (i) applicable by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general application affecting or similar Laws from time relating to time in effect affecting generally the enforcement of creditors’ rights and remedies; generally and (iiB) is subject to general principles of equity regardless equity, whether considered in a proceeding at law or in equity; (v) the entry into, execution, delivery and performance of whether enforcement is sought in equity this Agreement does not infringe any contractual, organizational or at Law. legal obligation (dincluding any marital obligation or agreement) Other 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 the any filings required by Section 13 of to be made with the Commission) under the Securities Act, or the Exchange Act Act; or (which B) on the part of such Investor shall file with the SEC when and as the same is dueInvestor, any consent by or approval of or notice to any other person or entity (other than a governmental entity), the execution 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 delivery of 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 and provided by the performance by 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 obligations under this Agreement: (i) does not violate any provision own assessment and has satisfied itself concerning relevant tax and other economic considerations relative to its purchase of the Constituent Documents of such Investor; Purchased Shares, 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is able to sustain a party or by which any of complete loss on its properties or assets is bound, (C) does not result investment in the creation or imposition Purchased Shares; (x) such Investor is familiar with the limitations imposed upon a recipient of any Lien on any part 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 properties or assets Purchased Shares pursuant to this Agreement; (xii) there is no proceeding, pending or, to the knowledge of such Investor, (D) does not violate threatened, against it or its subsidiaries, that would reasonably be expected to impair in any Order binding on 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 be registered with the Mexican National Registry of Securities (Registro Nacional de Valores) maintained by the Mexican National Banking and Securities Commission (Comision Nacional Bancaria y de Valores, or 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 publicly disseminate or disclose, the Prospectus (or any part amendments or supplements thereto) and any documents or information related to the offering or sale of its properties or assetsthe Purchased Shares in Mexico, and (Ec) does not otherwise require any Governmental Approvals the information in the Prospectus (or any Third Party Consentsamendments or supplements thereto) has not been and will not be reviewed or authorized by the CNBV.

Representations and Warranties of the Investors. Each Investor of the Investors hereby represents and warrants to the Company on behalf of and the Founders that the statements contained in this Section 4 with respect to itself are correct and not jointly that 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: (ai) Such Investor it is an entity duly formedorganized, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct the jurisdiction of its business as presently conductedincorporation or formation. (bii) Such Investor it has the financial capability and other resources necessary for the consummation of the transactions contemplated in the Flagship Purchase Agreement, Everbest Purchase Agreement or Series B Purchase Agreement, as the case may be. (iii) it has all requisite limited liability legal and corporate power and authority authority, and has taken all corporate action necessary to properly and legally authorize, execute and deliver this Agreement and each of the Ancillary Agreements to perform which it is a party, and to carry out its respective obligations hereunder. The execution hereunder and delivery by such Investor of thereunder, and this Agreement and each of 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 Ancillary Agreements to which it is necessary to authorize the executiona party, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly when executed and delivered by such Investor andit, assuming this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, will constitute valid and legally binding obligation obligations of such Investor, enforceable against such Investor it in accordance with its terms, their respective terms except to the extent that the enforceability thereof may be limited by: (i) as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect moratorium, and other Law of general application affecting generally the enforcement of creditors’ rights and remedies; generally and (ii) general principles as limited by Law relating to the availability of equity regardless of whether enforcement is sought in equity specific performance, injunctive relief, or at Lawother equitable remedies. (div) Other than 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 filings required by Section 13 resale or distribution of any part thereof, and 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 any of the Exchange Act (Shares and has not solicited any Person for such purpose. There is no contract or arrangement pursuant to which the equity interest, ownership or Control of such Investor shall file with will be transferred. (v) it understands and acknowledges that the SEC when offering of the Shares will not be registered or qualified under the Securities Act, or any applicable securities Laws on the grounds that the offering and as the same is due), the execution and delivery sale of securities contemplated by this Agreement by such Investor and the performance by issuance of securities hereunder is exempt from registration or qualification, and that the Company’s reliance upon these exemptions is predicated upon such Investor of its obligations under 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. (vi) it is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect, under the Securities Act. (vii) it understands that the Shares have been sold in an offshore transaction and accordingly have not been, and will not 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 otherwise transferred except (i) does not violate any provision pursuant to an effective registration statement under the Securities Act, (ii) pursuant to an available exemption from the registration requirements of the Constituent Documents Securities Act and in accordance with applicable laws of any state of the United States of America, or (iii) outside the United States of America in an offshore transaction in compliance with Regulation S under the Securities Act. It acknowledges that the Company has no obligation to register or qualify the Shares or Conversion Shares for resale except as set forth in the Shareholders’ Agreement. It further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the 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 (ii)(A) does which the Company is under no obligation and may not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any be able to satisfy. It understands that this offering is not intended to be part of the properties or assets public offering, and that it will not be able to rely on the protection of Section 11 of the InvestorSecurities Act. (viii) It is not a U.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, AS AMENDED (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstanceTHE “ACT”), or conflict withOR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THEY MAY NOT BE SOLD, breach or constitute a default under (in each case with or without noticeOFFERED FOR SALE, the passage of time or both), any Contract to which such Investor is a party or by which 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 ConsentsPLEDGED 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 hereby represents and warrants to the Company on behalf of itself Company, severally and not jointly that as of the date hereofjointly, that: (a) Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (bi) Such Investor has all requisite limited liability full right, power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder. The execution consummate the transactions contemplated hereby and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by has taken all requisite limited liability company necessary 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. , and (cii) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, a valid and binding obligation of such Investor, Investor enforceable against such Investor in accordance with its terms, except to the extent that the as enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to time general principles of equity (regardless of whether such enforceability is considered in effect affecting generally a proceeding in equity or at law) and except as the enforcement indemnification agreements of creditors’ rights 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 remedies; 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) general principles such Investor, in connection with its decision to purchase the number of equity regardless shares of whether enforcement 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 Investor acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the 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 purpose is sought in equity or at Lawrequired. (d) Other than Such Investor understands that nothing in this Agreement or any other materials presented to such Investor in connection with the filings required by Section 13 purchase and sale of the Exchange Act (which Stock constitutes legal, tax or investment advice. Such Investor has consulted such Investor shall file legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with the SEC when and as the same is due), the execution and delivery its purchase of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 ConsentsStock.

Representations and Warranties of the Investors. Each Investor represents and warrants to the Company each other Party, solely with respect to itself, that on behalf of itself and not jointly that as of the date hereof:such Investor became a party to this Agreement:‌ (a) Such If such Investor is an entity, it is duly formed, organized and validly existing and in good standing formed under the Laws laws of Delaware with all requisite power and authority required to conduct the jurisdiction of its business as presently conductedorganization. (b) Such Investor has all requisite limited liability the full right, power and authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder. under this Agreement. (c) The execution and delivery by such Investor it of this Agreement and the performance by such Investor of its obligations hereunder under this Agreement have been duly authorized by all requisite limited liability company necessary corporate or other analogous action of such Investor. No 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 or its members is necessary to authorize the executionInvestor, delivery other than those that have been obtained and performance by such Investor of this Agreementare in full force and effect. (cd) This Agreement has been duly executed and delivered (or is deemed to have been duly executed and delivered) by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery by the Company, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other laws of general applicability relating to or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) to general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (de) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the The execution and delivery (or deemed execution and delivery) by such Investor of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does Agreement do not and will not conflict with, result in a breach of or violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with of, 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, (B) does not require the Consent consent or approval of any Person under(except for any such consents or approvals which have been obtained) under applicable law, violateany trust instrument, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance)organizational document, or conflict with, breach any contract or constitute a default under (in each case with or without notice, the passage of time or both), any Contract 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 is inconsistent 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 properties obligations hereunder. (g) As of the date of this Agreement, other than this Agreement, there are no voting trusts, stockholder agreements, proxies or assets is bound, (C) does not result other agreements in effect pursuant to which such Investor has a contractual obligation with respect to the creation voting or imposition Transfer of any Lien on Common Shares or that are otherwise inconsistent with or conflict with any part provision 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 Consentsthis Agreement.

Representations and Warranties of the Investors. Each Investor represents and warrants to the Company on behalf of severally and solely with respect to itself and its purchase hereunder and not jointly that with respect to any other Investor as of the date hereoffollows: (ai) Such Investor It is duly formedacquiring the Exchangeable Notes and, validly existing will be acquiring the Second Closing Shares, for its own account for investment and in good standing 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 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 dispose of all or any part of such securities under a registration under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conductedSecurities Act or under an exemption from said registration available under the Securities Act. (bii) Such Investor It has all requisite limited liability full power and authority legal right to execute and deliver this Agreement and to perform its obligations hereunder. The . (iii) It is a resident of the jurisdiction set forth immediately below such Investor’s name on the signature pages hereto. (iv) It has taken all action necessary for the authorization, execution, delivery, and performance of this Agreement and its obligations hereunder, and, upon 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 authorized, executed and delivered by the Company, constitutes this Agreement shall constitute the legal, valid and binding obligation of such the Investor, enforceable against such the Investor in accordance with its terms, except to the extent that the enforceability thereof such enforcement may be limited by: (i) applicable by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws from time to time laws now or hereafter in effect affecting generally the enforcement of relating to creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (dv) Other than There are no claims for brokerage commissions or finder’s fees or similar compensation in connection with the filings required transactions contemplated by Section 13 this Agreement based on any arrangement made by or on behalf of the Exchange Act Investor and the Investor agrees to indemnify and hold the Company harmless against any costs or damages incurred as a result of any such claim. (which vi) It has such Investor shall file with knowledge and experience in financial and business matters that it is capable of evaluating the SEC when merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the same is due), economic risk of such 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 execution Company concerning the terms and delivery conditions of this Agreement by such Investor and the performance purchase of the Shares contemplated hereby. It is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (vii) It hereby acknowledges that no action has been taken by such Investor of its obligations under this Agreement: (i) the Company, and the Company does not violate intend to take any provision action, in any jurisdiction outside of the Constituent Documents United States that would permit an offering of such Investor; and the Exchangeable Notes or the Second Closing Shares, or possession or distribution of offering materials in connection with the issuance of the Exchangeable Notes or Second Closing Shares, in any jurisdiction outside of the United States. (ii)(Aviii) does not conflict with It understands that no United States federal or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor state agency or any part other government or governmental agency has passed upon or made any recommendation or endorsement of the properties Exchangeable Notes or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination Second Closing Shares or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 Consentsan investment therein.

Representations and Warranties of the Investors. Each Investor represents and warrants 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 on behalf of itself that it is purchasing the Securities for its own account, for investment only and not jointly 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 as 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 date hereof: Investors, hereby further represents, warrants and covenants to the Company and to the Founders as follows: (a) Such such Investor is duly formedhas full authority and power under its charter, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required by-laws, governing partnership agreement or comparable document to conduct its business as presently conducted. enter into this Agreement; (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement constitutes the valid 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 binding obligation of such Investor. No , except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other action on laws of general application affecting enforcement of creditors' rights and (ii) general principles of equity that restrict the part availability of such Investor or its members is necessary to authorize equitable remedies (provided, however, that the limitations described in this clause (ii) should not prevent the practical realization of the benefits intended by this Agreement); and (c) 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 authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not and will not violate any provision laws, rules or regulations of the Constituent Documents of United States or any state or other jurisdiction applicable to such Investor, or require such Investor to obtain any approval, consent or waiver of, or to make any filing with, any person that has not been obtained or made; and (ii)(Aii) 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 Investorand will not result in a breach of, (B) does not require the Consent of any Person constitute a default under, violate, result in the termination accelerate any obligation under or acceleration of or of any right under, give rise to a right of termination of any indenture or modify any right loan or obligation under (whether credit agreement or not in combination with any other event agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract arbitration award to which such Investor is a party or by which any the property of its properties such Investor is bound or assets is boundaffected, (C) does not or result in the creation or imposition of any Lien mortgage, pledge, lien, security interest or other charge or encumbrance on any part of the assets or 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 of the ----------------------------------------------- Investors represents and warrants warrants, severally and not jointly, to Holding and Newco and to the Company on behalf of itself and not jointly that as of the date hereofother Investors that: (a) Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as 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 documents contemplated hereby, the performances by such Investor of its its, his or her obligations hereunder and thereunder and the consummations by such Investor of the transactions contemplated hereby and thereby 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 executionInvestor, 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 authorizedthe due authorization, executed execution and delivered delivery thereof by the CompanyHolding and Newco, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the as enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect laws affecting generally the enforcement of creditors’ creditors rights generally and remedies; and (ii) by the effect of general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at Lawin law). (db) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when The execution, delivery and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby and thereby does not violate any provision 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 Investorwill not, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time or both), (i) violate the provisions of any Contract law, rule or regulation applicable to which such Investor is a party or by which any of its its, his or her respective properties or assets is bound, assets; (Cii) does not result in violate the creation or imposition of any Lien on any part provisions of the properties constituent organizational documents or assets of other governing instruments applicable to such Investor, as amended to date; or (Diii) does not violate any Order binding on judgment, decree, order or award of any court, governmental or quasi- governmental agency or arbitrator applicable to such Investor or any part of its 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 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 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 her investment, (Eiii) does 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 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 require any Governmental Approvals disposed of without registration under the Securities Act or any Third Party Consentsan exemption therefrom, and that in the absence of an 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 intention to transfer its shares of Holding Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each Investor of the Investors hereby severally, and not jointly, represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofhereof and as of the respective Closing Date to the Company as follows: (a) Such Investor is an individual or is an organization duly formed, organized and validly existing and in good standing under the Laws laws of Delaware its state of formation, with all requisite necessary power and authority required to own properties and to conduct its business as presently currently conducted. (b) Such Investor has all requisite limited liability necessary legal power and authority to execute enter into, deliver and deliver this Agreement and to perform its obligations hereunderunder the Related Agreements. 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 of the Related Agreements by such Investor and the consummation by it of this Agreement. (c) This Agreement the transactions contemplated thereby have been duly and validly authorized by all necessary legal action, 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 andInvestor, assuming this Agreement has been duly authorizedwhere applicable, executed and delivered by the Company, constitutes the legal, valid and binding obligation obligations of such Investor; provided, enforceable against that, with respect to each such Investor in accordance with its termsagreement, except to the extent that the enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or similar Laws laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; remedies generally and (ii) by general principles of equity (regardless of whether enforcement is sought such principles are considered in a proceeding in equity or at Law.law). HUSA – Securities Purchase Agr – Series A Preferred 7 (dc) Other than the filings required by Section 13 The execution, delivery and performance of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement Related Agreements by such Investor and the performance consummation by such Investor of its obligations under this Agreement: the transactions contemplated thereby will not (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law result in a breach or violation of any Governmental Authority having jurisdiction over the Investor or any part of the properties terms or assets of the Investorprovisions of, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both)under, any Contract material agreement to which such Investor is a party or by which such Investor is bound or to which any of its properties the property or assets of such Investor is boundsubject, (Cii) does not conflict with or result in any violation of the creation provisions of the organizational documents of such Investor, or imposition (iii) violate any statute, order, rule or regulation of any Lien on any part of court or governmental agency or body having jurisdiction over such Investor or the properties property or assets of such Investor, except in the case of clauses (Di) does and (iii), for such conflicts, breaches, violations or defaults would not violate 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 Order binding on such Investor 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 properties or assetsprospective 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 aware 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 (Eiv) 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 otherwise require 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 Governmental Approvals 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 Third Party ConsentsCompany 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 hereby, as to itself only and for no other Investor, represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Organization; Authority. Such Investor is an entity duly formedorganized, validly existing and in good standing under the Laws laws of Delaware the jurisdiction of its organization with all the requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability corporate or partnership power and authority to execute and deliver this Agreement enter into and to perform consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunderhereunder and thereunder. The execution and delivery purchase by such Investor of this Agreement and the performance by such Investor of its obligations Securities hereunder have has been duly authorized by all requisite limited liability company action of such Investor. No other necessary 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) Investor. This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor it in accordance with its terms, except to the extent that the enforceability thereof as may be limited by: by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization or similar Laws from time other laws of general application relating to time in effect or affecting generally the enforcement of creditors’ creditors rights and remedies; generally, and (ii) general principles the effect of equity regardless rules of whether enforcement is sought in equity or at Lawlaw governing the availability of specific performance and other equitable remedies. (db) Other than the filings required by Section 13 of the Exchange Act (which such No Public Sale or Distribution; Investment Intent. Such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (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 for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under the 1933 Act or under an exemption from such registration and in compliance with applicable federal and state securities laws, and such Investor does not violate have a present arrangement to effect any provision distribution of the Constituent Documents of Securities to or through any person or entity; provided, however, that by making the representations herein, such Investor; and (ii)(A) Investor does not conflict agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or violate any applicable Law of any Governmental Authority having jurisdiction over pursuant to a registration statement or an exemption under the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 Consents1933 Act.

Representations and Warranties of the Investors. Each Investor of the ----------------------------------------------- Investors represents and warrants warrants, severally and not jointly, to Holding and Newco and to the Company on behalf of itself and not jointly that as of the date hereofother Investors that: (a) Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as 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 documents contemplated hereby, the performances by such Investor of its its, his or her obligations hereunder and thereunder and the consummations by such Investor of the transactions contemplated hereby and thereby 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 executionInvestor, 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 authorizedthe due authorization, executed execution and delivered delivery thereof by the CompanyHolding and Newco, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the as enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect laws affecting generally the enforcement of creditors’ creditors rights generally and remedies; and (ii) by the effect of general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at Lawin law). (db) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when The execution, delivery and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby and thereby does not violate any provision 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 Investorwill not, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time or both), (i) violate the provisions of any Contract law, rule or regulation applicable to which such Investor is a party or by which any of its its, his or her respective properties or assets is bound, assets; (Cii) does not result in violate the creation or imposition of any Lien on any part provisions of the properties constituent organizational documents or assets of other governing instruments applicable to such Investor, as amended to date; or (Diii) does not violate any Order binding on judgment, decree, order or award of any court, governmental or quasi- governmental agency or arbitrator applicable to such Investor or any part of its 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 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 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 her investment, (Eiii) does 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 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 require any Governmental Approvals disposed of without registration under the Securities Act or any Third Party Consentsan exemption therefrom, and that in the absence of an 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 intention to transfer its shares of Holding Class B Common Stock following the Contribution Closing.

Representations and Warranties of the Investors. Each Investor hereby, for itself and for no other Investor, represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Organization; Authority. Such Investor is an entity duly formedorganized, validly existing and in good standing under the Laws laws of Delaware the jurisdiction of its organization with all the requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability corporate or partnership power and authority to execute and deliver this Agreement enter into and to perform consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunderthereunder. 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 the transactions contemplated by this Agreement. (c) 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 the Registration Rights Agreement has been duly executed by such Investor, and when delivered by such Investor andin accordance with terms hereof, assuming this Agreement has been duly authorized, executed and delivered by will constitute the Company, constitutes the legal, valid and legally binding obligation of such Investor, enforceable against such Investor it in accordance with its terms, except to the extent that the as such enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, liquidation or similar Laws from time to time in effect laws relating to, or affecting generally the enforcement of of, creditors’ rights and remedies; and (ii) general remedies or by other equitable principles of equity regardless of whether enforcement is sought in equity or at Lawgeneral application. (db) Other than Investment Intent. Such Investor is acquiring the filings required by Section 13 of the Exchange Act (which Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Investor shall file with the SEC when and as the same is due)Securities or any part thereof, the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision of the Constituent Documents of without prejudice, however, to such Investor; and (ii)(A) does not conflict with ’s right at all times to sell or violate any applicable Law otherwise dispose of any Governmental Authority having jurisdiction over the Investor all or any part of such Securities in compliance with applicable federal and state securities laws. Subject to the properties immediately preceding sentence, nothing contained herein shall be deemed a representation or assets 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 Investor, Securities. (Bc) does not require Investor Status. At the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor was offered the Securities, it was, and 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 is not a party or by which any of its properties or assets is bound, (C) does not result in the creation or imposition of any Lien on any part registered broker-dealer under Section 15 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 ConsentsExchange Act.

Representations and Warranties of the Investors. Each Investor represents The Investors, jointly and warrants severally, represent and warrant to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Such a. Each Investor who is duly formed, validly existing a natural person is competent and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform consummate the transactions contemplated hereby. Each Investor which is not a natural person has been duly organized, and is validly existing and in good standing, under the laws of its obligations hereunder. The execution jurisdiction of formation, and delivery by such Investor of has all requisite power and authority to execute and deliver this Agreement and to consummate 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 Agreementtransactions contemplated hereby. (c) b. This Agreement has been duly and validly executed and delivered by each Investor or by the principals of such Investor and, assuming this Agreement has been duly authorized, executed due and delivered valid execution and delivery by the Company, constitutes the a legal, valid and binding obligation agreement of such Investor, enforceable against such Investor in accordance with its terms, except subject as to the extent that the enforceability thereof may be limited by: (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar Laws from time to time in effect laws affecting generally the enforcement of creditors’ rights and remedies; remedies generally and (ii) to general principles of equity (regardless of whether enforcement is sought in equity a proceeding at law or at Law. (d) Other than the filings required by Section 13 in equity). The performance of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery terms of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does shall not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with violation of, or without notice, the passage of time require any notice or both)consent under, any Contract certificate or articles of incorporation, limited partnership agreement, trust agreement, bylaws or any other agreement or instrument to which such Investor is a party or by which any of its properties or assets such Investor is bound, (C) does and shall not result in the creation require any consent, approval or imposition notice under any provision of any Lien on any part judgment, order, decree, statute, law, rule or regulation applicable to such Investor or such Investor’s shares of the properties 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 assets of 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 (Das such terms are defined in Section V.7) does 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 violate any Order binding on such affiliates or associates of an Investor and (ii) have a financial or investment advisory agreement with an Investor or any part of its properties or assetsthe 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 (E) does not otherwise require any Governmental Approvals 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 Third Party Consentsaffiliate 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 Investor, on behalf of itself and not any other Investor, hereby represents and warrants to the Company on behalf of itself and not jointly that as follows as of the date hereof:hereof (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 is duly formedthe sole record and Beneficial Owner of the number of shares of Company Common Stock listed on Annex A (or, validly existing in the case of a joinder agreement, as listed on an annex to such joinder agreement) opposite such Investor’s name and in good standing under such shares constitute all of the Laws Voting Securities of Delaware with all requisite power and authority required to conduct its business as presently conductedthe Company owned of record or 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 limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. under this Agreement. (c) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder 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 requisite limited liability company action of such Investor. No necessary corporate or other analogous 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) Investor. This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery by the Companyother parties hereto, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. (e) In the extent that the enforceability thereof may be limited bycase of a KKR Investor, SP Investor or Other Gibco Investor, such Investor: (i) applicable bankruptcyis acquiring the Shares for its own account, insolvencysolely for investment and not with a view toward, fraudulent conveyanceor for sale in connection with, reorganizationany distribution thereof in violation of any foreign, moratorium federal, state or similar Laws from time to time local securities or “blue sky” laws, or with any present intention of distributing or selling such Shares in effect affecting generally the enforcement violation of creditors’ rights and remedies; and any such laws, (ii) general principles has such knowledge and experience in financial and business matters and in investments of equity regardless this type that it is capable of whether enforcement evaluating the merits and risks of its investment in the Shares and of making an informed investment decision and (iii) is sought 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 equity connection with, any distribution thereof in violation of any foreign, federal, state or at Law. local securities or “blue sky” laws, or with any present intention of distributing or selling such Shares in violation of any such laws, (dy) Other than is not a “U.S. person” within the filings required by Section 13 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 Securities Act) with respect to the Shares, and it and they have complied and will comply with the offering restrictions requirement of 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 Exchange Securities Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision 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, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination compliance with any other event Applicable Law) or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract pursuant to which such Investor is a party or by which 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 Consentsan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor of the Investors hereby represents and warrants to the Company on behalf of itself and not jointly that Company, as of the date hereof, as follows: (a) Such Investor Each of the Investors that is not a natural person is duly formedorganized, validly existing and in good standing under the Laws laws of Delaware with all requisite power its jurisdiction of organization and has the power, authority required and capacity to conduct its business as presently conductedexecute and deliver this Agreement, to perform their obligations hereunder and to consummate the transactions contemplated hereby. (b) Such Investor has all requisite limited liability power The execution and authority to execute and deliver 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 hereunder. The execution under this Agreement, do not and delivery by such Investor 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 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 any Governmental Authority applicable to each Investor or its members is necessary to authorize (b) the execution, delivery and performance by such Investor terms of this Agreementany agreements binding upon each Investor. (c) This Agreement has been duly executed and delivered by such each Investor and, assuming this Agreement has been duly authorized, executed and delivered by the Company, constitutes the a legal, valid and binding obligation of such each Investor, enforceable against such each Investor in accordance with its terms, except to the extent that the as such enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws from time to time in effect laws of general application affecting generally the enforcement of creditors’ ' rights generally and remedies; and (ii) by general principles of equity regardless equity. Each Investor has duly taken all necessary action to authorize the execution, delivery and performance of whether enforcement is sought in equity or at Lawthis Agreement 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 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 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 making any representation or 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 filings required by Section 13 Investor Shares, none of the Exchange Act Investors nor any of their Affiliates or Associates beneficially owns any securities of the Company. (which such j) Each Investor shall file with the SEC when and as the same is due), the execution and delivery of entering into this Agreement by such Investor in good faith and not as part of a plan or scheme to evade compliance with federal securities laws. (k) Except for the performance by such Investor of its obligations under representations and warranties contained in this Agreement: (i) does not violate any provision , none of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate Investors nor any applicable Law other person on behalf of any Governmental Authority having jurisdiction over the Investor or any part of the properties Investors makes any other express or assets implied representation or warranty with respect to any of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which 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 ConsentsInvestors.