Common use of Representations of the Sellers Clause in Contracts

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Company as of the date hereof and covenants and agrees that: (a) Such Seller is duly organized and existing under the laws of its jurisdiction of organization. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests to be sold by such Seller hereunder, have been obtained; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (c) This Agreement has been duly executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale of the Purchased Interests to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereof, (ii) nor will such action result in any violation of the provisions of any organizational or similar documents pursuant to which such Seller was formed (to the extent such Seller is not an individual) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (e) As of the date hereof and immediately prior to the delivery of the Purchased Interests to the Company at the Closing, such Seller holds good and valid title to the Purchased Interests to be sold at the Closing or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Purchased Interests (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Purchases. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, and has had full access to such other information concerning the Purchases as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Purchases. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement.

Representations of the Sellers. In connection with the transactions contemplated hereby, each Each of the Sellers, severally and not jointly, Sellers represents and warrants to the Company Buyer as to itself, as of the date hereof and covenants and agrees thatthe Closing Date, as follows: (a) Such Seller The entity is an entity duly organized or formed, validly existing and existing in good standing under the laws of its the jurisdiction of its incorporation or organization. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests to be sold by such Seller hereunder, have been obtained; and such Seller The entity has full right, all power and authority to enter into this the Agreement and to sellany ancillary documents contemplated herein, assignand the Agreement and the transactions contemplated herein have been approved by all requisite action by its directors, transfer and deliver the Purchased Interests to be sold by such Seller hereundermembers or managers, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s obligations hereunderapplicable. (c) This The Agreement has been duly executed and delivered by such Seller and constitutes a legal, valid and binding agreement obligation of such Sellerthe entity, enforceable against the entity in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale Neither the execution, the delivery or performance of the Purchased Interests Agreement conflicts with any applicable law, any organizational document, or any agreement, judgment, license, order or permit applicable to or binding upon the entity or any of its properties, except for any consents required to be sold obtained by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereof, (ii) nor will such action result in any violation of the provisions of any organizational or similar documents pursuant to which such Seller was formed (to the extent such Seller is not an individual) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunderSellers. (e) As No consent, approval, order, or authorization of, or declaration, filing, or registration with, any governmental entity is required to be obtained or made by the entity in connection with the execution, delivery, or performance by the entity of the Agreement and, the consummation by it of the transactions contemplated hereby. (f) The Membership Interest constitutes 100% of the authorized and outstanding membership interests of AC. There are no outstanding options, warrants, rights, agreements, contracts, calls, commitments, written demands of any character or requirements of any applicable laws which might obligate AC to issue any membership interests of AC. There are no pre-emptive rights (statutory or otherwise) with respect to any of the outstanding membership interests of AC. There are no contracts or agreements with respect to the voting or transfer of the Membership Interest. AC is not obligated to redeem or otherwise acquire any of its outstanding Membership Interest. All dividends and other distributions declared prior to the date hereof and immediately prior with respect to the delivery issued and outstanding membership interests of AC have been paid or distributed. (g) Each of the Purchased Interests to the Company at the Closing, such Seller holds Sellers has good and valid title to the Purchased Interests to be sold at the Closing or a securities entitlement in respect thereofMembership Interest owned by it, and holds, and will hold until delivered to the Company, such Purchased Interests free and clear of all liens, claims or encumbrances. At the Closing, equities or claims; and, upon delivery each of such Purchased Interests (including by crediting Sellers will transfer to a securities account of the Company) Buyer good and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Purchases. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, and has had full access to such other information concerning the Purchases as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Purchases. Such Seller is an informed and sophisticated party and has engaged, title to the extent such Seller deems appropriateMembership Interest free and clear of all liens, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express claims or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreementencumbrances.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, Each Seller represents and warrants to the Company Purchaser on that date hereof and as of the date hereof and covenants and agrees Closing Date that: (a) Such Seller is duly organized and validly existing under the laws of its the jurisdiction of organization. (b) All consents, approvals, authorizations its organization and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests to be sold by such Seller hereunder, have been obtained; and such Seller has full right, all requisite power and authority to enter into and perform its obligations under this Agreement. (b) The execution, delivery and performance of this Agreement and to sell, assign, transfer and deliver has been duly authorized by all necessary action on the Purchased Interests to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation part of such Seller’s , and this Agreement is a valid and binding obligation of such Seller, enforceable against it in accordance with its terms. Such Seller has the full right, power, legal capacity and authority to sell and transfer the Notes and to enter into and perform its obligations hereunderunder this Agreement. (c) This Agreement has been duly executed The execution, delivery and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale of the Purchased Interests to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions performance of this Agreement and the consummation of the transactions contemplated herein (i) does not and will not conflict with with, violate or result in a breach or violation of any of the terms or provisions provision of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any statuteprovision of the organizational or governing documents of such Seller or (B) any mortgage, note, indenture, mortgage, deed of trust, lease, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereof, (ii) nor will such action result in any violation of the provisions of any organizational or similar documents pursuant to which such Seller was formed (to the extent such Seller is not an individual) or any statute or any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation of any court or governmental agency or body having jurisdiction over applicable to such Seller or the property any of such Seller; except in the case of clause its properties or assets, other than (i) or any such conflict, violation, breach, default, termination and acceleration under clause (ii), for such conflicts, breaches, violations or defaults as B) that would not impair reasonably be expected to adversely impact the ability of such Seller to consummate the transactions contemplated hereby and (ii) as will be fully and completely extinguished on the Closing Date pursuant to the terms of the Side Letter. (d) No material consent, approval, order or authorization of, or material registration, declaration or filing with, any governmental entity is required on the part of such Seller in any material respect connection with the execution, delivery and performance by it of this Agreement and the consummation by such Seller of such Seller’s obligations hereunderthe transactions contemplated hereby. (e) As of Such Seller beneficially owns the date hereof Notes and immediately prior has the absolute and unrestricted right, power and authority to sell, transfer and assign the Notes to the delivery of the Purchased Interests Purchaser pursuant to the Company at the Closingthis Agreement, such Seller holds good and valid title to the Purchased Interests to be sold at the Closing or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests each case free and clear of all any liens, encumbrancesclaims, equities pledges, options, rights of first offer, rights of first refusal or claims; andother encumbrances (collectively, upon delivery of such Purchased Interests (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCCLiens”), (A) under 8-501 except for Liens to be released on the Closing Date pursuant to the Side Letter. Upon consummation of the UCC, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) purchase and sale of the UCC) to such Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Purchases. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, and has had full access to such other information concerning the Purchases Notes as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Purchases. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller provided in this Agreement, the Purchaser shall receive good and marketable title to the Notes, free and clear of any Liens, other than any Liens created by the Purchaser.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, Each Seller represents ------------------------------ severally and not jointly, represents and warrants to the Company as of the date hereof and covenants and agrees jointly that: (a) Such Seller is duly organized has all requisite power and existing under authority to own and to dispose of the laws of its jurisdiction of organizationCompany Securities owned by such Seller. (b) All consents, approvals, authorizations and orders necessary for The number of shares and/or principal amount of the execution and delivery Company Securities owned by such Seller as of the date of this Agreement is set forth beside the name of such Seller on Annex A hereto. Except as set forth on Schedule 3.25(b), such Seller owns his respective Company Securities, free and for clear of any Liens, and at the sale Closing, Buyer will acquire good, valid and delivery of marketable title to the Purchased Interests to be sold Company Securities owned by such Seller hereunderSeller, have been obtained; free and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in clear of any material respect the consummation of such Seller’s obligations hereunderLiens. (c) Such Seller has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to sell to Buyer such Seller's Company Securities. This Agreement has been duly and validly executed and delivered by such Seller and, assuming that this Agreement constitutes a valid and binding agreement of Buyer, the Company and each other Seller, constitutes a valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that enforcement thereof (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or moratorium and other similar laws affecting or relating to enforcement of creditors’ ' rights or generally and (ii) as such enforceability may be limited by general equitable principlesprinciples of equity, regardless of whether asserted in a proceeding in equity or at law. (d) The sale Neither the execution and delivery of the Purchased Interests to be sold this Agreement by such Seller hereunder and nor the compliance sale by such Seller with all of the provisions of Company Securities owned by such Seller pursuant to this Agreement and at the consummation of the transactions contemplated herein Closing will (i) does not and will not conflict with or result in any breach of (with or without notice or lapse of time, or both) any provision of the Certificate of Incorporation, By-Laws or similar governing documents of such Seller which is not a breach natural person, (ii) except for filings required under the HSR Act, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by such Seller, except where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not reasonably be expected to have a Material Adverse Effect, (iii) result in a violation of or default under (with or without notice or lapse of time, or both) or give rise to any right of termination, cancellation or acceleration or result in the creation of any Lien under, any of the terms terms, conditions or provisions ofof any note, or constitute a default underbond, any statutemortgage, indenture, mortgagelicense, deed of trust, loan agreement or other agreement instrument or instrument obligation to which such Seller is a party or by which such Seller is bound or any of its assets may be bound, except for such defaults or rights of termination, cancellation or acceleration or Liens as to which any of requisite waivers or consents have been obtained or which, in the property aggregate, would not reasonably be expected to have a Material Adverse Effect, or assets of such Seller is subject as of the date hereof, (iiiv) nor will such action result in any violation of the provisions of any organizational or similar documents pursuant to which such Seller was formed (to the extent such Seller is not an individual) or any statute or violate any order, writ, injunction, decree, statute, rule or regulation of any court or governmental agency or body having jurisdiction over applicable to such Seller or the property any of such Seller; except in the case of clause (i) or clause (ii)its assets, for such conflicts, breaches, violations or defaults as which violation would not impair in any material respect the consummation of such Seller’s obligations hereunderreasonably be expected to have a Material Adverse Effect. (e) As of the date hereof and immediately prior to the delivery of the Purchased Interests to the Company at the ClosingNo broker, such Seller holds good and valid title to the Purchased Interests to be sold at the Closing or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Purchased Interests (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien finder or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) person is entitled to such security entitlement may be asserted against the Company. (f) Such Seller (either alone any brokerage fees, commissions or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Purchases. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, and has had full access to such other information concerning the Purchases as it has requested. Such Seller has received all information that it believes is necessary or appropriate finder's fees in connection with the Purchases. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type transaction contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties hereby by reason of any nature made action taken by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this AgreementSeller.

Representations of the Sellers. In (a) Each Seller acknowledges that NPDC may now or at the Closing Date be in possession of material inside information regarding NPDC or Five Star that such Seller is not aware of. Nonetheless, each Seller willing has agreed to sell the shares of Five Star Common Stock owned by it to NPDC pursuant to the terms of this Agreement. Each Seller represents that it has retained the services of Xxxxxx Xxxxxx to advise it with respect the sale provided herein and he is a "purchaser representative" as defined in Regulation D under Securities Act of 1933, as amended and he is a sophisticated investor with experience in transactions in securities of the kind reflected in this Agreement and each Seller has also sought and received the advice of legal counsel familiar with transactions of this kind and it is not relying on any disclosure or non-disclosure made or not made, or the completeness thereof, in connection with the transactions contemplated herebyor arising out of its sale of such shares and has no claims against NPDC with respect thereto and if any such claim exists, each Seller, recognizing its disclaimer of reliance and NPDC's reliance on such disclaimer as a condition for entering into the Sellerspurchase of such shares, severally and not jointly, represents and warrants to the Company as of the date hereof and covenants and agrees that: (a) Such Seller is duly organized and existing under the laws not to assert it against NPDC or any affiliate of its jurisdiction of organizationNPDC including Five Star. (b) All consents, approvals, authorizations and orders necessary Except for the execution Lock-up Agreement, no authorization, consent or approval of, or exemption by, any governmental or public body or authority is required to authorize, or is required in connection with, the execution, delivery and delivery by such Seller performance of this Agreement and for Agreement, or the sale and delivery taking of the Purchased Interests to be sold any action contemplated hereby, by such Seller hereundereach Seller, except those that have been obtained; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s obligations hereunderobtained or are available. (c) This Agreement has been duly executed Neither the execution and delivered by such Seller and constitutes a valid and binding agreement delivery of such Sellerthis Agreement, enforceable in accordance nor compliance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale any of the Purchased Interests to be sold by such Seller hereunder terms and the compliance by such Seller with all of the provisions of this Agreement and hereof, nor the consummation of the transactions contemplated herein (i) does not and will not conflict with or result in a breach or violation of any of the terms transactions herein contemplated will: (i) violate any law, regulation, order, writ, injunction or decree of any court or governmental department, commission, board, bureau, agency or instrumentality applicable to any Seller, or (ii) conflict or be inconsistent with, or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, under the terms of any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument instrument, to which such any Seller is a party or by which such Seller is it may be bound or to which any of the property or assets of such Seller is subject as of the date hereof, (ii) nor will such action result in any violation of the provisions of any organizational or similar documents pursuant to which such Seller was formed (to the extent such Seller is not an individual) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (e) As of the date hereof and immediately prior to the delivery of the Purchased Interests to the Company at the Closing, such Seller holds good and valid title to the Purchased Interests to be sold at the Closing or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Purchased Interests (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement it may be asserted against subject except the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Purchases. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, and has had full access to such other information concerning the Purchases as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Purchases. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Lock-up Agreement.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, Sellers severally and not jointly, jointly represents and warrants to the Company as of the date hereof and covenants and agrees that: (a) Such Seller is duly organized and existing under the laws of its jurisdiction state of organization. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests Repurchase Shares to be sold by such Seller hereunder, have been obtained; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests Repurchase Shares to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s the Sellers’ obligations hereunder. (c) This Agreement has been duly authorized, executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale of the Purchased Interests Repurchase Shares to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein hereby (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereofsubject, (ii) nor will such action result in any violation of the provisions of (x) any organizational or similar documents pursuant to which such Seller was formed or (to the extent such Seller is not an individualy) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (e) As of the date hereof and immediately prior to the delivery of the Purchased Interests Repurchase Shares to the Company at the Closing, such Seller holds good and valid title to the Purchased Interests to be sold at the Closing Repurchase Shares or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Companyhold, such Purchased Interests Repurchase Shares free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Purchased Interests (including by crediting to a securities account of the Company) Repurchase Shares and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Delaware Uniform Commercial Code as in effect in the State of New York Delaware from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire good and valid title to the Repurchase Shares, free and clear of all liens, encumbrances, equities or claims, as well as a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests Repurchase Shares purchased by the Company Company, and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the PurchasesRepurchase Transaction. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, Repurchase Transaction and the Repurchase Shares and has had full access to such other information concerning the Purchases Repurchase Shares and the Company as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the PurchasesRepurchase Transaction. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement. (g) Such Seller has received and carefully reviewed the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2012 and all subsequent public filings of the Company with the Securities and Exchange Commission (the “SEC”), other publicly available information regarding the Company, and such other information that it and its advisers deem necessary to make its decision to proceed with the Repurchase Transaction; (h) Such Seller acknowledges and understands that the Company and its officers and affiliates may possess material non-public information not known to Seller that may impact the value of the Securities (the “Information”), that the Company is unable to disclose to Seller, including without limitation, (i) information received by principals and employees of the Company in their capacities as directors, officers, significant stockholders and/or affiliates of the Company, (ii) information otherwise received from the Company on a confidential basis, and (iii) information received on a privileged basis from the attorneys and financial advisers representing the Company and its Board. Such Seller understands, based on its experience, the disadvantage to which Seller is subject due to the disparity of information between Seller and the Company. Notwithstanding this, Seller has deemed it appropriate to engage in the Repurchase Transaction; (i) Such Seller agrees that the Company Releasees (as defined below) shall have no liability to any Seller Releasor (as defined below), whatsoever due to or in connection with the Company’s use or non-disclosure of the Information, and such Seller hereby irrevocably waives any claims that it might have based on the failure of the Company or any of its affiliates to disclose the Information, and such Seller hereby irrevocably waives any claims that it might have based on any such acts or omissions.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, Sellers severally and not jointly, jointly represents and warrants to the Company as of the date hereof and covenants and agrees that: (a) Such Seller is duly organized and existing under the laws of its jurisdiction state of organization. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement Agreement, and for the sale and delivery of the Purchased Interests Repurchase Shares to be sold by such Seller hereunder, have been obtained; and such Seller has full right, power and authority to enter into this Agreement Agreement, and to sell, assign, transfer and deliver the Purchased Interests Repurchase Shares to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (c) This Agreement has been duly authorized, executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The execution, delivery and performance by such Seller of this Agreement, the sale of the Purchased Interests Repurchase Shares to be sold by such Seller hereunder and the compliance consummation by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any statutelien, charge or encumbrance upon any property or assets of such Seller pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereofsubject, (ii) nor will such action result in any violation of the provisions of any organizational the charter or by-laws or similar organizational documents pursuant to which of such Seller was formed or (iii) result in the violation of any law or statute applicable to the extent such Seller is not an individual) or any statute or any judgment, writ, injunction, decree, order, rule or regulation of any court or arbitrator or governmental or regulatory agency or body having jurisdiction over such Seller or the property of such Seller; except , except, in the case of clause clauses (i) or clause and (iiiii), for where such conflictsconflict, breaches, violations breach or defaults as violation would not impair in any material respect the consummation of respects such Seller’s ability to fulfill its obligations hereunderunder this Agreement; provided that no warranty is made in this clause (iii) with respect to the antifraud provisions of federal and state securities laws. (e) As Such Seller has valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the date hereof and immediately prior to New York Uniform Commercial Code in respect of, the delivery of the Purchased Interests to the Company at the Closing, such Seller holds good and valid title to the Purchased Interests Repurchase Shares to be sold at the Closing or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, by such Purchased Interests Seller hereunder free and clear of all liens, encumbrances, equities or adverse claims; such Seller will have, immediately prior to the Closing, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Repurchase Shares to be sold at the Closing by such Seller, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Purchased Interests (including by crediting to a securities account of the Company) Repurchase Shares and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire a good and valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) title to such Purchased Interests purchased by the Company Repurchase Shares, free and (B) no action (whether framed in conversionclear of all liens, replevinencumbrances, constructive trustequities or adverse claims, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) will pass to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the PurchasesRepurchase. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, Repurchase and the Repurchase Shares and has had full access to such other information concerning the Purchases Shares and the Company as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the PurchasesRepurchase. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, Sellers severally and not jointly, jointly represents and warrants to the Company as of the date hereof and covenants and agrees that: (a) Such Seller is duly organized and existing under the laws of its jurisdiction of organization. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests and Additional Purchased Interests to be sold by such Seller hereunder, have been obtained; and such Seller has authority to enter into this Agreement, and as of the applicable Closing or Additional Closing will have, full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests or Additional Purchased Interests, as applicable, to be sold by such Seller hereunderhereunder at such Closing or Additional Closing, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s the Sellers’ obligations hereunder. (c) This Agreement has been duly authorized, executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale of the Purchased Interests and Additional Purchased Interests to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereofhereof and as of the Closing or the applicable Additional Closing, (ii) nor will such action result in any violation of the provisions of (x) any organizational or similar documents pursuant to which such Seller was formed (to the extent such Seller is not an individual) or (y) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (iiii)(y), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (e) As of the date hereof and immediately prior to the delivery of the Purchased Interests to the Company at the Closing or the delivery of Additional Purchased Interests to the Company at the applicable Additional Closing, such Seller holds good and valid title to the Purchased Interests or Additional Purchased Interests to be sold at the Closing or such Additional Closing, as applicable, or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests or Additional Purchased Interests, as applicable, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Purchased Interests and Additional Purchased Interests, as applicable, (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire good and valid title to such Purchased Interests and Additional Purchased Interests, as applicable, free and clear of all liens, encumbrances, equities or claims, as well as a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests or Additional Purchased Interests purchased by the Company Company, and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of transfer of the PurchasesPurchased Interests and the Additional Purchased Interests. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, transfer of the Purchased Interests and Additional Purchased Interests and has had full access to such other information concerning the Purchases Purchased Interests, Additional Purchased Interests and the Company as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Purchasestransfer of the Purchased Interests and Additional Purchased Interests. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, Sellers severally and not jointly, jointly represents and warrants to the Company that as of the date hereof and covenants and agrees thatat the Closing: (a) Such Seller is duly organized and existing under the laws of its jurisdiction of organization. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests Repurchase Shares to be sold by such Seller hereunder, have been obtained; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests Repurchase Shares to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s the Sellers’ obligations hereunder. (c) This Agreement has been duly authorized, executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale of the Purchased Interests Repurchase Shares to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereofsubject, (ii) nor will such action result in any violation of the provisions of (x) any organizational or similar documents pursuant to which such Seller was formed or (to the extent such Seller is not an individualy) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (iiii)(y), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder.; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by such Seller of its obligations under this Agreement, including the consummation by such Seller of the transactions contemplated by this Agreement, except where the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not impair in any material respect the consummation of such Seller’s obligations hereunder or reasonably be expected to have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by this Agreement.. (e) As of the date hereof and immediately prior to the delivery of the Purchased Interests Repurchase Shares to the Company at the Closing, such Seller holds good and valid title to the Purchased Interests to be sold at the Closing Repurchase Shares or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Companyhold, such Purchased Interests Repurchase Shares free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Purchased Interests Repurchase Shares (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire good and valid title to the Repurchase Shares, free and clear of all liens, encumbrances, equities or claims, as well as a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests Repurchase Shares purchased by the Company Company, and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the PurchasesRepurchase and it has made an independent decisions to sell the Repurchase Shares to the Company based on such Seller’s knowledge about the Company and its business and other information available to such Seller. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, Repurchase and the Repurchase Shares and has had full access to such other information concerning the Purchases Shares and the Company as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the PurchasesRepurchase. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement. Such Seller acknowledges that the Company and its affiliates, officers and directors may possess material non-public information not known to such Seller regarding or relating to the Company, including information concerning the business, financial condition, results of operations or prospects of the Company. Such Seller acknowledges and confirms that it is aware that future changes or developments in (1) the Company’s business and financial condition and operating results, (2) the industries in which the Company competes and (3) overall market and economic conditions, may have a favorable impact on the value of the Common Stock after the sale by such Seller of the Repurchase Shares to the Company pursuant to terms of this Agreement. Without limiting the generality of the foregoing, except as set forth in this Agreement, the Company makes no representations with respect to the information provided to such Seller in connection with this Agreement or the transactions contemplated herein, including any current or projected financial information.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, Sellers hereby represents and warrants to the Company (as of the date hereof and covenants and agrees to itself only) that: (a) Such Seller is a limited partnership duly organized organized, validly existing and existing in good standing under the laws Laws of the State of Delaware. Such Seller has all necessary power and authority to execute and deliver this Agreement, to perform its jurisdiction of organization. (b) obligations hereunder and to consummate the transactions contemplated hereby. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement Agreement, and for the sale and delivery of the Purchased Interests Repurchase Shares to be sold by such Seller hereunder, have been obtained; . (b) The execution, delivery and performance by such Seller has full right, power and authority to enter into of this Agreement and to sell, assign, transfer and deliver the Purchased Interests to be sold consummation by such Seller hereunder, except for such consents, approvals, authorizations of the transactions contemplated hereby have been duly authorized and orders as would not impair in any material respect approved by all necessary action on the consummation part of such Seller’s obligations hereunder. (c) , and no further action, approval or authorization by any of its directors, managers, stockholders, partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by such Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Seller and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding agreement obligation of such Seller, enforceable against it in accordance with its terms, except subject to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principlesBankruptcy and Equity Exception. (dc) The sale of Neither the Purchased Interests to be sold by such Seller hereunder execution and the compliance by such Seller with all of the provisions delivery of this Agreement and by such Seller, nor the consummation of the transactions contemplated herein (i) does not and will not conflict hereby by such Seller, nor performance or compliance by such Seller with or result in a breach or violation of any of the terms or provisions ofhereof, will (i) conflict with or violate any provision of the certificate or articles of incorporation, bylaws or other comparable charter or organizational documents of such Seller or (ii) (x) violate any Law or Judgment applicable to such Seller or any of its subsidiaries or (y) violate or constitute a default under(or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any statuteof the terms, indenture, mortgage, deed conditions or provisions of trust, loan agreement or other agreement or instrument any Contract to which such Seller or any of its subsidiaries is a party or by which accelerate such Seller is bound Seller’s or to which any of the property or assets of its subsidiaries’, if applicable, obligations under any such Seller is subject as Contract. (d) As of the date hereof, (ii) nor will such action result in any violation of the provisions of any organizational or similar documents pursuant to which such Seller was formed (to the extent such Seller is not an individual) or any statute or any orderhas, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (e) As of the date hereof and immediately prior to the delivery of the Purchased Interests Repurchase Shares to the Company at the ClosingClosing will have, such Seller holds good and valid title to the Purchased Interests to be sold at the Closing or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests its Repurchase Shares free and clear of all liens, encumbrances, equities liens or claims; and, upon delivery of such Purchased Interests other encumbrances (including by crediting to other than any lien or encumbrance arising as a securities account result of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice ’s ownership of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”such shares), (A) under 8-501 of the UCC, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (fe) Such Seller (either alone or together with its advisorsa) has such knowledge and experience in financial or and business matters and in investments of this type that it is capable of evaluating the merits and risks of the Purchases. Such Seller has had the opportunity to ask questions Repurchase and receive answers concerning the terms and conditions of making an informed investment decision, (b) is an “accredited investor” (as that term is defined by Rule 501 of the PurchasesSecurities Act), (c) is a “qualified institutional buyer” (as that term is defined in Rule 144A of the Securities Act) and (d) (1) has been furnished with or has had full access to such other all the information concerning that it considers necessary or appropriate to make an informed investment decision with respect to the Purchases as Repurchase and (2) has had an opportunity to discuss with the Company and its representatives the intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it has requestedor to which it had access. Such Seller has received all information that such knowledge and experience in business and financial matters so as to enable it believes is necessary or appropriate in connection to understand and evaluate the risks of, and form an investment decision with respect to, the Purchases. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this AgreementRepurchase.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, Sellers severally and not jointly, jointly represents and warrants to the Company as of the date hereof and covenants and agrees that: (a) Such Seller is duly organized and existing under the laws of its jurisdiction state of organization. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests Repurchase Shares to be sold by such Seller hereunder, have been obtained; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests Repurchase Shares to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s the Sellers’ obligations hereunder. (c) This Agreement has been duly authorized, executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale of the Purchased Interests Repurchase Shares to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereofsubject, (ii) nor will such action result in any violation of the provisions of (x) any organizational or similar documents pursuant to which such Seller was formed or (to the extent such Seller is not an individualy) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (iiii)(y), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (e) As of the date hereof and immediately prior to the delivery of the Purchased Interests Repurchase Shares to the Company at the Closing, such Seller holds good and valid title to the Purchased Interests to be sold at the Closing Repurchase Shares or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Companyhold, such Purchased Interests Repurchase Shares free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Purchased Interests Repurchase Shares (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire good and valid title to the Repurchase Shares, free and clear of all liens, encumbrances, equities or claims, as well as a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests Repurchase Shares purchased by the Company Company, and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the PurchasesRepurchase. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, Repurchase and the Repurchase Shares and has had full access to such other information concerning the Purchases Shares and the Company as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the PurchasesRepurchase. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, Sellers severally and not jointly, jointly represents and warrants to the Company as of the date hereof and covenants and agrees that: (a) Such Seller is duly organized and validly existing under the laws of its jurisdiction state of organization. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests Repurchase Shares to be sold by such Seller hereunder, hereunder have been obtained; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests Repurchase Shares to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (c) This Agreement has been duly authorized, executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale of the Purchased Interests Repurchase Shares to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereofsubject, (ii) nor will such action result in any violation of the provisions of (x) any organizational or similar documents pursuant to which such Seller was formed or (to the extent such Seller is not an individualy) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (iiii)(y), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (e) As of the date hereof and immediately prior to the delivery of the Purchased Interests Repurchase Shares to the Company at the Closing, such Seller holds good and valid title to the Purchased Interests to be sold at the Closing Repurchase Shares or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Companyhold, such Purchased Interests Repurchase Shares free and clear of all liens, encumbrances, equities or claims; and, upon delivery and transfer of such Purchased Interests Repurchase Shares (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Delaware Uniform Commercial Code as in effect in the State of New York Delaware from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire good and valid title to the Repurchase Shares, free and clear of all liens, encumbrances, equities or claims, as well as a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests Repurchase Shares purchased by the Company Company, and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or 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 PurchasesRepurchase and of making an informed investment decision. Such Seller has and its advisors have had the a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the terms and conditions of the Purchases, Repurchase and the Repurchase Shares and has had full access to such other information concerning the Purchases Shares and the Company as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the PurchasesRepurchase. Such Seller is an informed and sophisticated party party, is not relying on the Company with respect to financial, tax or accounting advice, and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not received or relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Company as of the date hereof and covenants and agrees that: (a) Such Seller is duly organized and existing under the laws of its jurisdiction of organization. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests to be sold by such Seller hereunder, have been obtainedobtained (except for such consents, approvals, filings, authorizations and orders as may be required under the Securities Act of 1933, state securities or Blue Sky laws, the rules and regulations of FINRA or the rules and regulations of any exchange); and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (c) This Agreement has been duly executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale of the Purchased Interests to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereof, (ii) nor and will such action not result in any violation of the provisions of any organizational or similar documents pursuant to which such Seller was formed (to the extent such Seller is not an individual) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (e) As of the date hereof and immediately prior to the delivery of the its Purchased Interests to the Company at the any Closing, such Seller holds good and valid title to the Purchased Interests to be sold at the such Closing or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Purchased Interests (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Purchases. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, and has had full access to such other information concerning the Purchases as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Purchases. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement. (g) If such Seller (or if such Seller is a disregarded entity for U.S. federal income tax purposes (“Disregarded Entity”), its regarded tax owner) is a “United States person” (within the meaning of Section 7701(a)(30) of the Code), such Seller (or if such Seller is a Disregarded Entity, its regarded tax owner) will deliver, on or prior to the Firm Closing, (i) a properly completed and executed Internal Revenue Service Form W-9 and (ii) a certificate of non-foreign status of Seller in the form of Exhibit A. (h) If such Seller (or if such Seller is a Disregarded Entity, its regarded tax owner) is not a “United States person” (within the meaning of Section 7701(a)(30) of the Code), (i) such Seller represents that the sale of any Common Stock pursuant to this Agreement is treated as an exchange of stock under section 302(a) of the Code and (ii) such Seller (or if such Seller is a Disregarded Entity, its regarded tax owner) will deliver, (i) on or prior to the Firm Closing, a properly completed and executed Internal Revenue Service Form W-8 and (ii) on or prior to the Firm Closing and each Option Closing, a certificate that such Seller’s interest in the Common Stock does not constitute a U.S. real property interest under the provisions of Section 897 of the Code and the corresponding Treasury Regulations in the form of Exhibit B.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, Each Seller represents and warrants to the Company Purchaser on that date hereof and as of the date hereof and covenants and agrees Closing Date that: (a) Such Seller is duly organized and validly existing under the laws of its the jurisdiction of organization. (b) All consents, approvals, authorizations its organization and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests to be sold by such Seller hereunder, have been obtained; and such Seller has full right, all requisite power and authority to enter into and perform its obligations under this Agreement and to sell, assign, transfer and deliver the Purchased Interests to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s obligations hereunderAgreement. (cb) This The execution, delivery and performance of this Agreement has been duly executed authorized by all necessary action on the part of such Seller, and delivered by such Seller and constitutes this Agreement is a valid and binding agreement obligation of such Seller, enforceable against it in accordance with its terms, except to the extent that enforcement thereof as enforceability may be limited affected by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights or generally and by general equitable principlesprinciples of equity. Such Seller has the full right, power, legal capacity and authority to sell and transfer the Notes and to enter into and perform its obligations under this Agreement. (dc) The sale of the Purchased Interests to be sold by such Seller hereunder execution, delivery and the compliance by such Seller with all of the provisions performance of this Agreement and the consummation of the transactions contemplated herein (i) does not and will not conflict with with, violate or result in a breach or violation of any of the terms or provisions provision of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any statuteprovision of the organizational or governing documents of such Seller or (B) any mortgage, note, indenture, mortgage, deed of trust, lease, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereof, (ii) nor will such action result in any violation of the provisions of any organizational or similar documents pursuant to which such Seller was formed (to the extent such Seller is not an individual) or any statute or any permit, concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation of any court or governmental agency or body having jurisdiction over applicable to such Seller or any of its properties or assets, other than any such conflict, violation, breach, default, termination and acceleration under clause (B) that would not reasonably be expected to adversely impact the property ability of such Seller; except Seller to consummate the transactions contemplated hereby. (d) No material consent, approval, order or authorization of, or material registration, declaration or filing with, any governmental entity is required on the part of such Seller in connection with the case execution, delivery and performance by it of clause (i) or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect this Agreement and the consummation by such Seller of such Seller’s obligations hereunderthe transactions contemplated hereby. (e) As Such Seller owns the principal amount of the date hereof Notes set forth opposite its name on Schedule A hereto and immediately prior has the absolute and unrestricted right, power and authority to sell, transfer and assign the Notes held by it to the delivery of the Purchased Interests Purchaser pursuant to the Company at the Closingthis Agreement, such Seller holds good and valid title to the Purchased Interests to be sold at the Closing or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests each case free and clear of all any liens, encumbrancesclaims, equities pledges, options, rights of first offer, rights of first refusal or claims; andother encumbrances (collectively, upon delivery of such Purchased Interests (including by crediting to a securities account “Liens”). Upon consummation of the Company) purchase and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 sale of the New York Uniform Commercial Code Notes as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Purchases. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, and has had full access to such other information concerning the Purchases as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Purchases. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller provided in this Agreement, the Purchaser shall receive good and marketable title to the Notes, free and clear of any Liens, other than any Liens created by the Purchaser.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Company as of the date hereof and covenants and agrees that: (a) Such Seller is duly organized and existing under the laws of its jurisdiction of organization. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests to be sold by such Seller hereunder, have been obtained; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (c) This Agreement has been duly executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale of the Purchased Interests to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereof, (ii) nor will such action result in any violation of the provisions of any organizational or similar documents pursuant to which such Seller was formed (to the extent such Seller is not an individual) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (e) As of the date hereof and immediately prior to the delivery of the Purchased Interests to the Company at the Closing, such Seller holds good and valid title to the Purchased Interests to be sold at the Closing or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Purchased Interests (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Purchases. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, and has had full access to such other information concerning the Purchases as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Purchases. .Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Company as of the date hereof and covenants and agrees that: (a) Such Seller is duly organized and existing under the laws of its jurisdiction of organization. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests to be sold by such Seller hereunder, have been obtained; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (c) This Agreement has been duly executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale of the Purchased Interests to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereof, (ii) nor will such action result in any violation of the provisions of any organizational or similar documents pursuant to which such Seller was formed (to the extent such Seller is not an individual) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (e) As of the date hereof and immediately prior to the delivery of the Purchased Interests to the Company at the Closing, such Seller holds good and valid title to the Purchased Interests to be sold at the Closing or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Purchased Interests (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Purchases. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, and has had full access to such other information concerning the Purchases as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Purchases. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement.has

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Company as of the date hereof and covenants and agrees that: (a) Such Seller is duly organized and existing under the laws of its jurisdiction of organization. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests and the Additional Purchased Interests, if any, to be sold by such Seller hereunder, have been obtained; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests and the Additional Purchased Interests, if any, to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (c) This Agreement has been duly executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale of the Purchased Interests and Additional Purchased Interests, if any, to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereof, (ii) nor will such action result in any violation of the provisions of any organizational or similar documents pursuant to which such Seller was formed (to the extent such Seller is not an individual) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (e) As of the date hereof and immediately prior to the delivery of the Purchased Interests to the Company at the Closing or the Additional Purchased Interests to the Company at the applicable Additional Closing, such Seller holds good and valid title to the Purchased Interests or to the Additional Purchased Interests to be sold at the Closing or such Additional Closing, as applicable, or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests or Additional Purchased Interests, as applicable, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Purchased Interests or Additional Purchased Interests, as applicable, (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests or Additional Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Purchases. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, and has had full access to such other information concerning the Purchases as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Purchases. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, Sellers hereby represents and warrants to the Company (as of the date hereof and covenants and agrees to itself only) that: (a) Such Seller is duly organized and validly existing under the laws of its jurisdiction State of organization. (b) Delaware. Such Seller has full right, power and authority to enter into this Agreement, and to consummate the transactions contemplated hereby, including the sale, assignment, transfer and delivery of the Repurchase Shares to be sold by such Seller hereunder. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement Agreement, and for the sale and delivery of the Purchased Interests Repurchase Shares to be sold by such Seller hereunder, have been obtained; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (cb) This Agreement has been duly authorized, executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (dc) The sale of the Purchased Interests to be sold execution, delivery and performance by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation by such Seller of the transactions contemplated herein will not (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any statutelien, charge or encumbrance upon any property or assets of such Seller pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as Seller, including any of the date hereofRepurchase Shares, is subject, (ii) nor will such action result in any violation of the provisions of any the organizational or similar documents pursuant to which of such Seller was formed or (iii) result in the violation of any law or statute applicable to the extent such Seller is not an individual) or any statute or any judgment, writ, injunction, decree, order, rule or regulation of any court or arbitrator or governmental or regulatory agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (ed) As of the date hereof hereof, such Seller has, and immediately prior to the delivery of the Purchased Interests Repurchase Shares to the Company at the ClosingClosing will have, such Seller holds good and valid title to the Purchased Interests to be sold at the Closing or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests its Repurchase Shares free and clear of all liens, encumbrances, equities liens or claims; and, upon delivery of such Purchased Interests other encumbrances (including by crediting to other than any lien or encumbrance arising as a securities account result of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice ’s ownership of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”such shares), (A) under 8-501 of the UCC, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (fe) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the PurchasesRepurchase. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, Repurchase and the Repurchase Shares and has had full access to such other information concerning the Purchases Repurchase Shares and the Company as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the PurchasesRepurchase. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges acknowledge that such Seller it has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement.

Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Company as of the date hereof and covenants and agrees that: (a) Such Seller is duly organized and existing under the laws of its jurisdiction of organization. (b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests to be sold by such Seller hereunder, have been obtainedobtained (except for such consents, approvals, filings, authorizations and orders as may be required under the Securities Act of 1933, state securities or Blue Sky laws, the rules and regulations of FINRA or the rules and regulations of any exchange); and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests to be sold by such Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (c) This Agreement has been duly executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (d) The sale of the Purchased Interests to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject as of the date hereof, (ii) nor and will such action not result in any violation of the provisions of any organizational or similar documents pursuant to which such Seller was formed (to the extent such Seller is not an individual) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such Seller; except in the case of clause (i) or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. (e) As of the date hereof and immediately prior to the delivery of the its Purchased Interests to the Company at the any Closing, such Seller holds good and valid title to the Purchased Interests to be sold at the such Closing or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Purchased Interests (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Purchases. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, and has had full access to such other information concerning the Purchases as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Purchases. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement.