Common use of Representations, Warranties and Agreements of the Sellers Clause in Contracts

Representations, Warranties and Agreements of the Sellers. Each of the Sellers hereby represents, warrants to, and agrees with, the Purchaser, on the date hereof and on the Trade Date and the Settlement Date (as defined below): (a) Such Seller has the power and capacity to enter into this Agreement and to consummate the Transaction. The execution, delivery, and performance by each Seller of this Agreement and the consummation by such Seller of such Seller’s obligations hereunder have been duly authorized by all necessary action in respect thereof by the respective Seller. This Agreement has been duly and validly executed and delivered by such Seller and constitutes the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies. Any Person signing this Agreement on behalf of such Seller has been duly and validly authorized and empowered to do so and has the authority to bind such Seller and to effectuate the transactions contemplated by this Agreement. (b) The execution, delivery and performance by such Seller of this Agreement and consummation by such Seller of the Transaction do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on such Seller; (ii) violate any provision of any federal or state statute, rule or regulation which is, to such Seller’s knowledge, applicable to such Seller; (iii) conflict with, or result in any violation of, any provision of any Organizational Document of such Seller; or (iv) violate or result in a default under any contract to which such Seller or any of such Seller’s assets or properties are bound. No consent or approval of, or filing with, any governmental authority or other Person not a party hereto is required for the execution, delivery and performance by such Seller of this Agreement or the consummation of the Transaction. (c) Such Seller is the record and beneficial owner of the number of Shares set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of any Encumbrances, and upon the transfer of the Sale Shares to the Purchaser, the Purchaser will acquire good and marketable title thereto, free and clear of any Encumbrances or Transfer Restrictions, other than Transfer Restrictions arising solely under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, or under similar state securities laws (the “Permitted Securities Law Restrictions”). (d) No proceedings relating to the Shares are pending or, to the knowledge of such Seller, threatened, before any court, arbitrator or administrative or governmental body or authority that would adversely affect such Seller’s right to transfer the Sale Shares to the Purchaser. (e) Such Seller, by reason of, among other things, such Seller’s business and financial experience, is capable of evaluating the merits and risks of the Transaction and of protecting such Seller’s own interests in connection with the Transaction. Such Seller is aware of the Issuer’s business affairs and financial condition, and has acquired sufficient information about the Issuer to reach an informed and knowledgeable decision to sell the Sale Shares owned by such Seller. (f) Such Seller acknowledges that such Seller is aware and understands that the Purchaser is the issuer of the Shares, and that the Purchaser has informed such Seller that, among other things, the Purchaser, as the issuer of the Shares, is in possession of substantial information which may be material and/or nonpublic (collectively, the “Issuer Information”) and which, if publicly disclosed, could foreseeably affect the trading price of the Common Stock, including information that may be indicative that the value of the Shares is substantially lower or higher than the Purchase Price being paid in the Transaction, or which, if known to such Seller, could foreseeably have impacted such Seller’s decision to sell such Seller’s Sale Shares or to enter into this Agreement. (g) Notwithstanding the Purchaser’s possession of the Issuer Information, which is not being disclosed to such Seller, such Seller wishes to enter into the Transaction at this time for such Seller’s own business purposes. Such Seller acknowledges that the Purchaser would not enter into the Transaction with such Seller in the absence of the protections afforded to the Purchaser by such Seller’s representations, warranties and agreements in this Section 3 and that such Seller is providing such representations, warranties and agreements, including the waivers contained in this Agreement, as an inducement to the Purchaser to consummate the Transaction. (h) Such Seller is experienced, sophisticated and knowledgeable in the trading of securities and other instruments of private and public companies and understands the disadvantage to which such Seller is subject on account of the disparity of the access to, and possession of, the Issuer Information between the Purchaser and such Seller. Such Seller has conducted an independent evaluation of the Common Stock to determine whether to engage in the Transaction and, notwithstanding the absence of access by such Seller to the Issuer Information, such Seller is desirous of consummating the Transaction. (i) Such Seller acknowledges and agrees that the sale of the Sale Shares by such Seller and the purchase of the Sale Shares by the Purchaser pursuant to the Transaction shall constitute the final disposition of the Sale Shares by such Seller, and, following the consummation of the Transaction and such Seller’s receipt of the Purchase Price as full consideration for the Sale Shares, such Seller shall have no further rights with respect to the Sale Shares, including, without limitation, any right or entitlement to participate in any future repurchases by the Purchaser of its Common Stock, whether pursuant to a share repurchase program, open market purchase, tender offer or otherwise, and shall not be entitled to any additional consideration in respect of the Sale Shares by virtue of any of the foregoing actions on the part of the Purchaser or its representatives and waives any and all rights thereto. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(i). Each of the terms of the waivers and releases set forth in this Section 3(i) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (j) Such Seller hereby irrevocably waives any and all actions, causes of action, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that such Seller may have or hereafter acquire against the Purchaser or any of its Affiliates (collectively, the “Purchaser Released Persons” and each, individually, a “Purchaser Released Person”) in any way, directly or indirectly, arising out of, relating to or resulting from the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller, including, without limitation, claims it may have or hereafter acquire under applicable federal and/or state securities laws. Such Seller also agrees that such Seller shall not institute or maintain any cause of action, suit, complaint or other proceeding against any Purchaser Released Person as a result of the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(j). Each of the terms of the waivers and releases set forth in this Section 3(j) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (k) Such Seller has been given the opportunity to consult with such Seller’s own counsel and financial and other advisors with respect to this Agreement and the terms hereof and the Transaction to be consummated hereunder and has delivered this Agreement freely and voluntarily. (l) Neither the Purchaser nor any of its Affiliates or any of their respective representatives are making any representations or warranties to such Seller, and such Seller is not relying on any statements, whether oral or written, which may have been made at any time by the Purchaser or any of its Affiliates or any of their respective representatives, except for those representations and warranties of the Purchaser expressly set forth in Section 4 of this Agreement.

Representations, Warranties and Agreements of the Sellers. Each of the Sellers Seller, as to itself, hereby represents, represents and warrants to, and agrees with, the PurchaserSelect, on as of the date hereof and on as of the Trade Date and the Settlement Date (Closing Date, as defined below):follows: (a) 2.1 Such Seller is a limited partnership, duly formed, validly existing and in good standing under the laws of its jurisdiction of formation and has the power to carry on its business as it is now being conducted and capacity to enter into this Agreement and to consummate the Transaction. The execution, delivery, and performance by each Seller of this Agreement and the consummation by such Seller of such Seller’s obligations hereunder have been duly authorized by all necessary action in respect thereof by the respective Seller. This Agreement has been duly and validly executed and delivered by such Seller and constitutes the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies. Any Person signing this Agreement on behalf of such Seller has been duly and validly authorized and empowered to do so and has the authority to bind such Seller and to effectuate the transactions contemplated by this Agreement. (b) 2.2 The execution, delivery and performance by such Seller of this Agreement and the consummation by of the transactions contemplated hereby are within the power and authority of such Seller of and have been duly authorized by all necessary action on the Transaction do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on such Seller; (ii) violate any provision of any federal or state statute, rule or regulation which is, to such Seller’s knowledge, applicable to such Seller; (iii) conflict with, or result in any violation of, any provision of any Organizational Document part of such Seller; or (iv) violate or result in a default under any contract to which such Seller or any of such Seller’s assets or properties are bound. No consent or approval of, or filing with, any governmental authority or other Person not a party hereto is required for the The execution, delivery and performance by such Seller of this Agreement or and the consummation of the Transactiontransactions contemplated hereby require no approval of, filing with, or other action by such Seller, by or in respect of, any governmental body, agency or official or any other person, other than any filings by such Seller or its affiliates required to be made after the Closing Date under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 2.3 This Agreement has been (a) duly executed and delivered by such Seller and (b) assuming the due authorization, execution and delivery of this Agreement by Select, constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding at law or in equity. 2.4 Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate in a material respect any statute, regulation, rule, judgment, order or other restriction of any government, governmental agency or court to which such Seller is subject; (b) result in a material breach of, or constitute a default under, any agreement, contract, lease, license or instrument to which such Seller is a party or by which such Seller is bound; or (c) conflict with or result in any breach of any provision of the limited partnership agreement of such Seller. 2.5 Such Seller (a) is the sole record and beneficial owner of each of the number of Purchased Shares set forth opposite such Seller’s its name on Schedule I attached hereto, free and clear of any Encumbrances, and upon the transfer of the Sale Shares to the Purchaser, the Purchaser will acquire (b) has good and marketable title theretoto each of such Purchased Shares and (c) has the full legal right, power and authority to sell, transfer and deliver such Purchased Shares in accordance with the terms of this Agreement. The delivery by such Seller to Select of such Purchased Shares pursuant to the terms of this Agreement will transfer to Select good, valid and legal title to such Purchased Shares, free and clear of any Encumbrances and all liens, claims, pledges, charges, security interests or Transfer Restrictionsencumbrances. None of such Purchased Shares are subject to any shareholders agreement, voting agreement, voting trust, proxy or any other than Transfer Restrictions arising solely under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, or under similar state securities laws (the “Permitted Securities Law Restrictions”). (d) No proceedings contractual obligation relating to the Shares are pending ortransferability or the voting of such Purchased Shares. 2.6 No investment bank, financial advisor, broker or finder has acted for such Seller in connection with this Agreement or the transactions contemplated hereby, and no investment bank, financial advisor, broker or finder is entitled to the knowledge any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of such Seller, threatened, before any court, arbitrator or administrative or governmental body or authority that would adversely affect such Seller’s right to transfer the Sale Shares to the Purchaser. (e) 2.7 Such Seller, by reason of, among other things, Seller has such Seller’s knowledge and experience in financial and business and financial experience, is matters as to be capable of evaluating the merits and risks of the Transaction and of protecting such Seller’s own interests in connection with the Transaction. Such Seller is aware its sale of the Issuer’s business affairs Purchased Shares and financial conditionthe other transactions contemplated hereby, and has acquired sufficient information about the Issuer to reach an informed and knowledgeable decision to sell the Sale Shares owned by is entering into such Seller. (f) Such Seller acknowledges that such Seller is aware and understands that the Purchaser is the issuer transactions with a full understanding of all of the Sharesterms, conditions and that the Purchaser has informed risks thereof and knowingly and willingly assumes such Seller thatterms, among other things, the Purchaser, as the issuer of the Shares, is in possession of substantial information which may be material and/or nonpublic (collectively, the “Issuer Information”) conditions and which, if publicly disclosed, could foreseeably affect the trading price of the Common Stock, including information that may be indicative that the value of the Shares is substantially lower or higher than the Purchase Price being paid in the Transaction, or which, if known to such Seller, could foreseeably have impacted such Seller’s decision to sell such Seller’s Sale Shares or to enter into this Agreement. (g) Notwithstanding the Purchaser’s possession of the Issuer Information, which is not being disclosed to such Seller, such Seller wishes to enter into the Transaction at this time for such Seller’s own business purposesrisks. Such Seller acknowledges that the Purchaser would not enter into the Transaction with such Seller in the absence of the protections afforded to the Purchaser by such Seller’s representations, warranties and agreements in this Section 3 and that such Seller is providing such representations, warranties and agreements, including the waivers contained in this Agreement, as an inducement to the Purchaser to consummate the Transaction. (h) Such Seller is experienced, sophisticated and knowledgeable in the trading of securities and other instruments of private and public companies and understands the disadvantage to which such Seller is subject on account of the disparity of the access to, and possession of, the Issuer Information between the Purchaser and such Seller. Such Seller has conducted an independent evaluation of the Common Stock to determine whether to engage in the Transaction and, notwithstanding the absence of access by such Seller to the Issuer Information, such Seller is desirous of consummating the Transaction. (i) Such Seller acknowledges and agrees that the sale of the Sale Shares by such Seller it has made its own inquiry and the purchase of the Sale Shares by the Purchaser pursuant to the Transaction shall constitute the final disposition of the Sale Shares by such Sellerinvestigation into, and, following the consummation of the Transaction based thereon, has formed an independent judgment concerning, Select and its business and operations, and has had, and has, full access to such Seller’s receipt of the Purchase Price information about Select and its business and operations as full consideration for the Sale Shares, such Seller shall have no further rights with respect to the Sale Sharesrequires. SUCH SELLER UNDERSTANDS THAT SELECT MAY POSSESS MATERIAL, includingNON-PUBLIC INFORMATION RELATING TO SELECT AND THE COMMON STOCK. SUCH SELLER REPRESENTS, without limitationWARRANTS AND AGREES THAT IT HAS NOT REQUESTED FROM SELECT (OR ANY OF SELECT’S AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES) AND HAS NOT RECEIVED FROM SELECT (OR ANY OF SELECT’S AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES) ANY INFORMATION ABOUT SELECT AND ITS BUSINESS AND OPERATIONS AND UNDERSTANDS AND APPRECIATES THE SIGNIFICANCE OF THERE BEING UNDISCLOSED INFORMATION, any right or entitlement to participate in any future repurchases by the Purchaser of its Common StockPOSSIBLY INCLUDING MATERIAL INFORMATION, whether pursuant to a share repurchase programWITH RESPECT THERETO AND WITH RESPECT TO THE COMMON STOCK. SUCH SELLER REPRESENTS, open market purchaseWARRANTS AND AGREES THAT, tender offer or otherwiseEXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF EACH SELLER AS EXPRESSLY SET FORTH IN ARTICLE III HEREOF, and shall not be entitled to any additional consideration in respect of the Sale Shares by virtue of any of the foregoing actions on the part of the Purchaser or its representatives and waives any and all rights thereto. Such Seller intends to effectNONE OF SELECT, to the maximum extent permitted by lawSELECT’S AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES MAKES OR HAS MADE, an irrevocableOR SHALL BE DEEMED TO HAVE MADE, voluntaryTO SUCH SELLER OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER (ORAL OR WRITTEN, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(iEXPRESS OR IMPLIED). Each of the terms of the waivers and releases set forth in this Section 3(i) shall survive the execution and delivery of this Agreement and the consummation of the Transaction, AND NO PERSON HAS BEEN AUTHORIZED BY SELECT TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO SELECT OR ITS BUSINESS OR OPERATIONS OR OTHERWISE IN CONNECTION WITH THE PURCHASE AND SALE OF THE PURCHASED SHARES AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, AND REPRESENTS, WARRANTS AND AGREES THAT IN DETERMINING TO ENTER INTO AND PERFORM THIS AGREEMENT, SUCH SELLER HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT (ORAL OR WRITTEN, EXPRESS OR IMPLIED), RELATING TO SELECT OR ITS BUSINESS OR OPERATIONS OR OTHERWISE IN CONNECTION WITH THE PURCHASE AND SALE OF THE PURCHASED SHARES AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THE RESPECTIVE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF SELECT EXPRESSLY SET FORTH HEREIN. (j) Such Seller hereby irrevocably waives any and all actions, causes of action, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that such Seller may have or hereafter acquire against the Purchaser or any of its Affiliates (collectively, the “Purchaser Released Persons” and each, individually, a “Purchaser Released Person”) in any way, directly or indirectly, arising out of, relating to or resulting from the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller, including, without limitation, claims it may have or hereafter acquire under applicable federal and/or state securities laws. Such Seller also agrees that such Seller shall not institute or maintain any cause of action, suit, complaint or other proceeding against any Purchaser Released Person as a result of the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(j). Each of the terms of the waivers and releases set forth in this Section 3(j) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (k) Such Seller has been given the opportunity to consult with such Seller’s own counsel and financial and other advisors with respect to this Agreement and the terms hereof and the Transaction to be consummated hereunder and has delivered this Agreement freely and voluntarily. (l) Neither the Purchaser nor any of its Affiliates or any of their respective representatives are making any representations or warranties to such Seller, and such Seller is not relying on any statements, whether oral or written, which may have been made at any time by the Purchaser or any of its Affiliates or any of their respective representatives, except for those representations and warranties of the Purchaser expressly set forth in Section 4 of this Agreement.

Representations, Warranties and Agreements of the Sellers. Each of the Sellers hereby represents, warrants to, and agrees with, the Purchaser, on the date hereof and on the Trade Date and the Settlement Date (as defined below): (a) Such Seller has the power and capacity to enter into this Agreement and to consummate the Transaction. The execution, delivery, and performance by each Seller of this Agreement and the consummation by such Seller of such Seller’s obligations hereunder have been duly authorized by all necessary action in respect thereof by the respective Seller. This Agreement has been duly and validly executed and delivered by such Seller and constitutes the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies. Any Person signing this Agreement on behalf of such Seller has been duly and validly authorized and empowered to do so and has the authority to bind such Seller and to effectuate the transactions contemplated by this Agreement. (b) The execution, delivery and performance by such Seller of this Agreement and consummation by such Seller of the Transaction do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on such Seller; (ii) violate any provision of any federal or state statute, rule or regulation which is, to such Seller’s knowledge, applicable to such Seller; (iii) conflict with, or result in any violation of, any provision of any Organizational Document of such Seller; or (iv) violate or result in a default under any contract to which such Seller or any of such Seller’s assets or properties are bound. No consent or approval of, or filing with, any governmental authority or other Person not a party hereto is required for the execution, delivery and performance by such Seller of this Agreement or the consummation of the Transaction. (c) Such Seller is the record and beneficial owner of the number of Shares set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of any Encumbrances, and upon the transfer of the Sale Shares to the Purchaser, the Purchaser will acquire good and marketable title thereto, free and clear of any Encumbrances or Transfer Restrictions, other than Transfer Restrictions arising solely under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, or under similar state securities laws (the “Permitted Securities Law Restrictions”). (d) No proceedings relating to the Shares are pending or, to the knowledge of such Seller, threatened, before any court, arbitrator or administrative or governmental body or authority that would adversely affect such Seller’s right to transfer the Sale Shares to the Purchaser. (e) Such Seller, by reason of, among other things, such Seller’s business and financial experience, is capable of evaluating the merits and risks of the Transaction and of protecting such Seller’s own interests in connection with the Transaction. Such Seller is aware of the Issuer’s business affairs and financial condition, and has acquired sufficient information about the Issuer to reach an informed and knowledgeable decision to sell the Sale Shares owned by such Seller. (f) Such Seller acknowledges that such Seller is aware and understands that the Purchaser is the issuer of the Shares, and that the Purchaser has informed such Seller that, among other things, the Purchaser, as the issuer of the Shares, is in possession of substantial information which may be material and/or nonpublic (collectively, the “Issuer Information”) and which, if publicly disclosed, could foreseeably affect the trading price of the Common Stock, including information that may be indicative that the value of the Shares is substantially lower or higher than the Purchase Price being paid in the Transaction, or which, if known to such Seller, could foreseeably have impacted such Seller’s decision to sell such Seller’s Sale Shares or to enter into this Agreement. (g) Notwithstanding the Purchaser’s possession of the Issuer Information, which is not being disclosed to such Seller, such Seller wishes to enter into the Transaction at this time for such Seller’s own business purposes. Such Seller acknowledges that the Purchaser would not enter into the Transaction with such Seller in the absence of the protections afforded to the Purchaser by such Seller’s representations, warranties and agreements in this Section 3 and that such Seller is providing such representations, warranties and agreements, including the waivers contained in this Agreement, as an inducement to the Purchaser to consummate the Transaction. (h) Such Seller is experienced, sophisticated and knowledgeable in the trading of securities and other instruments of private and public companies and understands the disadvantage to which such Seller is subject on account of the disparity of the access to, and possession of, the Issuer Information between the Purchaser and such Seller. Such Seller has conducted an independent evaluation of the Common Stock to determine whether to engage in the Transaction and, notwithstanding the absence of access by such Seller to the Issuer Information, such Seller is desirous of consummating the Transaction. (i) Such Seller acknowledges and agrees that the sale of the Sale Shares by such Seller and the purchase of the Sale Shares by the Purchaser pursuant to the Transaction shall constitute the final disposition of the Sale Shares by such Seller, and, following the consummation of the Transaction and such Seller’s receipt of the Purchase Price as full consideration for the Sale Shares, such Seller shall have no further rights with respect to the Sale Shares, including, without limitation, any right or entitlement to participate in any future repurchases by the Purchaser of its Common Stock, whether pursuant to a share repurchase program, open market purchase, tender offer or otherwise, and shall not be entitled to any additional consideration in respect of the Sale Shares by virtue of any of the foregoing actions on the part of the Purchaser or its representatives and waives any and all rights thereto. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(i). Each of the terms of the waivers and releases set forth in this Section 3(i) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (j) Such Seller hereby irrevocably waives any and all actions, causes of action, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that such Seller may have or hereafter acquire against the Purchaser or any of its Affiliates (collectively, the “Purchaser Released Persons” and each, individually, a “Purchaser Released Person”) in any way, directly or indirectly, arising out of, relating to or resulting from the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller, including, without limitation, claims it may have or hereafter acquire under applicable federal and/or state securities laws. Such Seller also agrees that such Seller shall not institute or maintain any cause of action, suit, complaint or other proceeding against any Purchaser Released Person as a result of the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(j). Each of the terms of the waivers and releases set forth in this Section 3(j) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (k) Such Seller has been given the opportunity to consult with such Seller’s own counsel and financial and other advisors with respect to this Agreement and the terms hereof and the Transaction to be consummated hereunder and has delivered this Agreement freely and voluntarily. (l) Such Seller acknowledges that Purchaser will disclose the terms of the Transaction and this Agreement in certain current and periodic reports that the Purchaser is required to file with the Commission pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), which public disclosures are hereby consented to and approved. (m) Neither the Purchaser nor any of its Affiliates or any of their respective representatives are making any representations or warranties to such Seller, and such Seller is not relying on any statements, whether oral or written, which may have been made at any time by the Purchaser or any of its Affiliates or any of their respective representatives, except for those representations and warranties of the Purchaser expressly set forth in Section 4 of this Agreement.

Representations, Warranties and Agreements of the Sellers. Each of the Sellers Sellers, severally and not jointly, hereby represents, represents and warrants to, and agrees with, the Purchaser, on as of the date hereof and on as of the Trade Date and the Settlement Date (Closing Date, as defined below):follows: (a) 2.1 Such Seller has is a limited partnership, duly formed, validly existing and in good standing under the power and capacity to enter into this Agreement and to consummate the Transaction. The execution, delivery, and performance by each Seller laws of this Agreement and the consummation by such Seller its jurisdiction of such Seller’s obligations hereunder have been duly authorized by all necessary action in respect thereof by the respective Seller. This Agreement has been duly and validly executed and delivered by such Seller and constitutes the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies. Any Person signing this Agreement on behalf of such Seller has been duly and validly authorized and empowered to do so formation and has the authority limited partnership power to bind such Seller and to effectuate consummate the transactions contemplated by this Agreement. Such Seller has the full legal right, power and authority to sell, assign, transfer and convey such Seller’s Purchased Shares in accordance with the terms of this Agreement, and the delivery to the Purchaser of such Seller’s Purchased Shares pursuant to the terms of this Agreement will transfer to the Purchaser good, valid and legal title to such Seller’s Purchased Shares, free and clear of any liens or encumbrances, other than as pursuant to any agreement to which the Purchaser is a party or as are imposed by applicable securities laws. (b) 2.2 The execution, delivery and performance by such Seller of this Agreement and the consummation by of the transactions contemplated hereby are within the limited partnership power and authority of such Seller of and have been duly authorized by all necessary action on the Transaction do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on such Seller; (ii) violate any provision of any federal or state statute, rule or regulation which is, to such Seller’s knowledge, applicable to such Seller; (iii) conflict with, or result in any violation of, any provision of any Organizational Document part of such Seller; or (iv) violate or result in a default under any contract to which such Seller or any of such Seller’s assets or properties are bound. No consent or approval of, or filing with, any governmental authority or other Person not a party hereto is required for the The execution, delivery and performance by such Seller of this Agreement or and the consummation of the Transactiontransactions contemplated hereby require no approval of or filing with, or other action by such Seller in respect of, any governmental body, agency or any other person, other than as may be required under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 2.3 This Agreement has been (a) duly executed and delivered by such Seller and (b) constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms. 2.4 Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate in a material respect any statute, rule or order of any governmental agency or court to which such Seller is subject; (b) result in a material breach of, constitute a default under or conflict with any material agreement to which such Seller is a party or to or by which such Seller is subject or bound; or (c) conflict with or result in a breach of any provision of the limited partnership agreement of such Seller. 2.5 Such Seller (a) is the sole record and beneficial owner of the number each of Shares set forth opposite such Seller’s name on Schedule I attached heretoPurchased Shares, (b) has good and marketable title to each of such Seller’s Purchased Shares and (c) has the full right, power and authority to transfer and deliver to the Purchaser valid title to such Seller’s Purchased Shares, free and clear of any Encumbrancesliens or encumbrances, and upon except as are imposed by applicable securities laws. Immediately following the transfer of the Sale Shares to the PurchaserClosing, the Purchaser (x) will acquire be the sole record and beneficial owner of such Seller’s Purchased Shares and (y) will have good and marketable title theretoto such Seller’s Purchased Shares, free and clear of any Encumbrances liens or Transfer Restrictionsencumbrances, other than Transfer Restrictions arising solely under as pursuant to any agreement to which the Securities Act of 1933Purchaser is a party or as are imposed by applicable securities laws. 2.6 No investment bank, as amended (financial advisor, broker or finder has acted for such Seller in connection with this Agreement or the “Securities Act”)transactions contemplated hereby, and the rules and regulations no investment bank, financial advisor, broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of the Securities and Exchange Commission (the “Commission”) promulgated thereundersuch transactions based upon agreements, arrangements or under similar state securities laws (the “Permitted Securities Law Restrictions”). (d) No proceedings relating to the Shares are pending or, to the knowledge understandings made by or on behalf of such Seller, threatened, before any court, arbitrator or administrative or governmental body or authority that would adversely affect such Seller’s right to transfer the Sale Shares to the Purchaser. (e) Such Seller, by reason of, among other things, such Seller’s business and financial experience, is capable of evaluating the merits and risks of the Transaction and of protecting such Seller’s own interests in connection with the Transaction. Such Seller is aware of the Issuer’s business affairs and financial condition, and has acquired sufficient information about the Issuer to reach an informed and knowledgeable decision to sell the Sale Shares owned by such Seller. (f) Such Seller acknowledges that such Seller is aware and understands that the Purchaser is the issuer of the Shares, and that the Purchaser has informed such Seller that, among other things, the Purchaser, as the issuer of the Shares, is in possession of substantial information which may be material and/or nonpublic (collectively, the “Issuer Information”) and which, if publicly disclosed, could foreseeably affect the trading price of the Common Stock, including information that may be indicative that the value of the Shares is substantially lower or higher than the Purchase Price being paid in the Transaction, or which, if known to such Seller, could foreseeably have impacted such Seller’s decision to sell such Seller’s Sale Shares or to enter into this Agreement. (g) Notwithstanding the Purchaser’s possession of the Issuer Information, which is not being disclosed to such Seller, such Seller wishes to enter into the Transaction at this time for such Seller’s own business purposes. Such Seller acknowledges that the Purchaser would not enter into the Transaction with such Seller in the absence of the protections afforded to the Purchaser by such Seller’s representations, warranties and agreements in this Section 3 and that such Seller is providing such representations, warranties and agreements, including the waivers contained in this Agreement, as an inducement to the Purchaser to consummate the Transaction. (h) Such Seller is experienced, sophisticated and knowledgeable in the trading of securities and other instruments of private and public companies and understands the disadvantage to which such Seller is subject on account of the disparity of the access to, and possession of, the Issuer Information between the Purchaser and such Seller. Such Seller has conducted an independent evaluation of the Common Stock to determine whether to engage in the Transaction and, notwithstanding the absence of access by such Seller to the Issuer Information, such Seller is desirous of consummating the Transaction. (i) Such Seller acknowledges and agrees that the sale of the Sale Shares by such Seller and the purchase of the Sale Shares by the Purchaser pursuant to the Transaction shall constitute the final disposition of the Sale Shares by such Seller, and, following the consummation of the Transaction and such Seller’s receipt of the Purchase Price as full consideration for the Sale Shares, such Seller shall have no further rights with respect to the Sale Shares, including, without limitation, any right or entitlement to participate in any future repurchases by the Purchaser of its Common Stock, whether pursuant to a share repurchase program, open market purchase, tender offer or otherwise, and shall not be entitled to any additional consideration in respect of the Sale Shares by virtue of any of the foregoing actions on the part of the Purchaser or its representatives and waives any and all rights thereto. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(i). Each of the terms of the waivers and releases set forth in this Section 3(i) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (j) Such Seller hereby irrevocably waives any and all actions, causes of action, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that such Seller may have or hereafter acquire against the Purchaser or any of its Affiliates (collectively, the “Purchaser Released Persons” and each, individually, a “Purchaser Released Person”) in any way, directly or indirectly, arising out of, relating to or resulting from the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller, including, without limitation, claims it may have or hereafter acquire under applicable federal and/or state securities laws. Such Seller also agrees that such Seller shall not institute or maintain any cause of action, suit, complaint or other proceeding against any Purchaser Released Person as a result of the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(j). Each of the terms of the waivers and releases set forth in this Section 3(j) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (k) Such Seller has been given the opportunity to consult with such Seller’s own counsel and financial and other advisors with respect to this Agreement and the terms hereof and the Transaction to be consummated hereunder and has delivered this Agreement freely and voluntarily. (l) Neither the Purchaser nor any of its Affiliates or any of their respective representatives are making any representations or warranties to such Seller, and such Seller is not relying on any statements, whether oral or written, which may have been made at any time by the Purchaser or any of its Affiliates or any of their respective representatives, except for those representations and warranties of the Purchaser expressly set forth in Section 4 of this Agreement.

Representations, Warranties and Agreements of the Sellers. Each of the Sellers hereby represents, warrants to, and agrees with, the Purchaser, on the date hereof and on the Trade Date and the Settlement Date (as defined below): (a) Such Seller has the power and capacity to enter into this Agreement and to consummate the Transaction. The execution, delivery, and performance by each Seller of this Agreement and the consummation by such Seller of such Seller’s obligations hereunder have been duly authorized by all necessary action in respect thereof by the respective Seller. This Agreement has been duly and validly executed and delivered by such Seller and constitutes the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies. Any Person signing this Agreement on behalf of such Seller has been duly and validly authorized and empowered to do so and has the authority to bind such Seller and to effectuate the transactions contemplated by this Agreement. (b) The execution, delivery and performance by such Seller of this Agreement and consummation by such Seller of the Transaction do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on such Seller; (ii) violate any provision of any federal or state statute, rule or regulation which is, to such Seller’s knowledge, applicable to such Seller; (iii) conflict with, or result in any violation of, any provision of any Organizational Document of such Seller; or (iv) violate or result in a default under any contract to which such Seller or any of such Seller’s assets or properties are bound. No consent or approval of, or filing with, any governmental authority or other Person not a party hereto is required for the execution, delivery and performance by such Seller of this Agreement or the consummation of the Transaction. (c) Such Seller is the record and beneficial owner of the number of Shares set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of any Encumbrances, and upon the transfer of the Sale such Shares to the Purchaser, the Purchaser will acquire good and marketable title thereto, free and clear of any Encumbrances or Transfer Restrictions, other than Transfer Restrictions arising solely under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, or under similar state securities laws (the “Permitted Securities Law Restrictions”). (d) No proceedings relating to the Shares are pending or, to the knowledge of such Seller, threatened, before any court, arbitrator or administrative or governmental body or authority that would adversely affect such Seller’s right to transfer the Sale Shares to the Purchaser. (e) Such Seller, by reason of, among other things, such Seller’s business and financial experience, is capable of evaluating the merits and risks of the Transaction and of protecting such Seller’s own interests in connection with the Transaction. Such Seller is aware of the Issuer’s business affairs and financial condition, and has acquired sufficient information about the Issuer to reach an informed and knowledgeable decision to sell the Sale Shares owned by such Seller. (f) Such Seller acknowledges that such Seller is aware and understands that the Purchaser is the issuer of the Shares, and that the Purchaser has informed such Seller that, among other things, the Purchaser, as the issuer of the Shares, is in possession of substantial information which may be material and/or nonpublic (collectively, the “Issuer Information”) and which, if publicly disclosed, could foreseeably affect the trading price of the Common Stock, including information that may be indicative that the value of the Shares is substantially lower or higher than the Purchase Price being paid in the Transaction, or which, if known to such Seller, could foreseeably have impacted such Seller’s decision to sell such Seller’s Sale Shares or to enter into this Agreement. (g) Notwithstanding the Purchaser’s possession of the Issuer Information, which is not being disclosed to such Seller, such Seller wishes to enter into the Transaction at this time for such Seller’s own business purposes. Such Seller acknowledges that the Purchaser would not enter into the Transaction with such Seller in the absence of the protections afforded to the Purchaser by such Seller’s representations, warranties and agreements in this Section 3 and that such Seller is providing such representations, warranties and agreements, including the waivers contained in this Agreement, as an inducement to the Purchaser to consummate the Transaction. (h) Such Seller is experienced, sophisticated and knowledgeable in the trading of securities and other instruments of private and public companies and understands the disadvantage to which such Seller is subject on account of the disparity of the access to, and possession of, the Issuer Information between the Purchaser and such Seller. Such Seller has conducted an independent evaluation of the Common Stock to determine whether to engage in the Transaction and, notwithstanding the absence of access by such Seller to the Issuer Information, such Seller is desirous of consummating the Transaction. (i) Such Seller acknowledges and agrees that the sale of the Sale Shares by such Seller and the purchase of the Sale Shares by the Purchaser pursuant to the Transaction shall constitute the final disposition of the Sale Shares by such Seller, and, following the consummation of the Transaction and such Seller’s receipt of the Purchase Price as full consideration for the Sale Shares, such Seller shall have no further rights with respect to the Sale Shares, including, without limitation, any right or entitlement to participate in any future repurchases by the Purchaser of its Common Stock, whether pursuant to a share repurchase program, open market purchase, tender offer or otherwise, and shall not be entitled to any additional consideration in respect of the Sale Shares by virtue of any of the foregoing actions on the part of the Purchaser or its representatives and waives any and all rights thereto. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(i). Each of the terms of the waivers and releases set forth in this Section 3(i) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (j) Such Seller hereby irrevocably waives any and all actions, causes of action, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that such Seller may have or hereafter acquire against the Purchaser or any of its Affiliates (collectively, the “Purchaser Released Persons” and each, individually, a “Purchaser Released Person”) in any way, directly or indirectly, arising out of, relating to or resulting from the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller, except for those representations and warranties of the Purchaser expressly set forth in Section 4 of the Agreement, including, without limitation, claims it may have or hereafter acquire under applicable federal and/or state securities laws. Such Seller also agrees that such Seller shall not institute or maintain any cause of action, suit, complaint or other proceeding against any Purchaser Released Person as a result of the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller, except for those representations and warranties of the Purchaser expressly set forth in Section 4 of the Agreement. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, a complete and knowing waiver of such Seller’s rights as set forth in this Section 3(j3(i). Each of the terms of the waivers and releases set forth in this Section 3(j3(i) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (kj) Such Seller has been given the opportunity to consult with such Seller’s own counsel and financial and other advisors with respect to this Agreement and the terms hereof and the Transaction to be consummated hereunder and has delivered this Agreement freely and voluntarily. (lk) Neither the Purchaser nor any of its Affiliates or any of their respective representatives are making any representations or warranties to such Seller, and such Seller is not relying on any statements, whether oral or written, which may have been made at any time by the Purchaser or any of its Affiliates or any of their respective representatives, except for those representations and warranties of the Purchaser expressly set forth in Section 4 of this Agreement.

Representations, Warranties and Agreements of the Sellers. Each of the The Sellers hereby representsrepresent, warrants to, warrant and agrees with, the Purchaser, agree on the date hereof and on the Trade Date and the Settlement Date (as defined below):hereof: (a) Such Seller has The Sellers have the power and capacity to enter into this Agreement and to consummate the Transaction. The execution, delivery, and performance by each Seller the Sellers of this Agreement and the consummation by such Seller the Sellers of such Seller’s their obligations hereunder have been duly authorized by all necessary action in respect thereof by the respective SellerSellers. This Agreement has been duly and validly executed and delivered by such Seller the Sellers and constitutes the legal, valid and binding obligation of such Sellerthe Sellers, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies. Any Person signing this Agreement on behalf of such Seller the Sellers has been duly and validly authorized and empowered to do so and has the authority to bind such Seller the Sellers and to effectuate the transactions Transaction contemplated by this Agreement. (b) The execution, delivery and performance by such Seller the Sellers of this Agreement and consummation by such Seller the Sellers of the Transaction do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on such Sellerthe Sellers; (ii) violate any provision of any federal or state statute, rule or regulation which is, to such Seller’s the Sellers’ knowledge, applicable to such Seller; (iii) conflict with, or result in any violation of, any provision of any Organizational Document of such Sellerthe Sellers; or (iviii) violate or result in a default under any contract to which such Seller the Sellers or any of such Seller’s the Sellers’ assets or properties are bound. No consent or approval of, or filing with, any governmental authority or other Person not a party hereto is required for the execution, delivery and performance by such Seller the Sellers of this Agreement or the consummation of the Transaction. (c) Such Seller is The Sellers are the record and beneficial owner of the number of Shares set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of any Encumbrances, and upon Shares. Upon the transfer of the Sale Shares to the Purchaser, the Purchaser will acquire good and marketable title thereto, free and clear of any Encumbrances or Transfer Restrictions, Restrictions other than (i) those set forth in the Shareholder Documents, and (ii) Transfer Restrictions arising solely under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, or under similar state securities laws (the “Permitted Securities Law Restrictions”). (d) No proceedings relating to the Shares are pending or, to the knowledge of such Sellerthe Sellers, threatened, before any court, arbitrator or administrative or governmental body or authority that would adversely affect such Seller’s the Sellers’ right to transfer the Sale Shares to the Purchaser. (e) Such SellerThe Sellers, by reason of, among other things, such Seller’s (i) their full access to information about the Purchaser and (ii) its business and financial experience, is capable of evaluating the merits and risks of the Transaction transfer of the Shares pursuant to this Agreement and of protecting such Seller’s its own interests in connection with the Transaction. Such Seller is Sellers are aware of the IssuerPurchaser’s business affairs and financial condition, and has have acquired sufficient information about the Issuer Purchaser to reach an informed and knowledgeable decision to sell the Sale Shares owned by such Seller. (f) Such Seller acknowledges that such Seller is aware and understands that the Purchaser is the issuer of the Shares, and that the Purchaser has informed such Seller that, among other things, the Purchaser, as the issuer of the Shares, is in possession of substantial information which may be material and/or nonpublic (collectively, the “Issuer Information”) and which, if publicly disclosed, could foreseeably affect the trading price of the Common Stock, including information that may be indicative that the value of the Shares is substantially lower or higher than the Purchase Price being paid in the Transaction, or which, if known to such Seller, could foreseeably . Sellers have impacted such Seller’s decision to sell such Seller’s Sale Shares or to enter into this Agreement. (g) Notwithstanding the Purchaser’s possession of the Issuer Information, which is not being disclosed to such Seller, such Seller wishes to enter into the Transaction at this time for such Seller’s own business purposes. Such Seller acknowledges that the Purchaser would not enter into the Transaction with such Seller in the absence of the protections afforded to the Purchaser by such Seller’s representations, warranties and agreements in this Section 3 and that such Seller is providing such representations, warranties and agreements, including the waivers contained in this Agreement, as an inducement to the Purchaser to consummate the Transaction. (h) Such Seller is experienced, sophisticated and knowledgeable in the trading of securities and other instruments of private and public companies and understands the disadvantage to which such Seller is subject on account of the disparity of the access to, and possession of, the Issuer Information between the Purchaser and such Seller. Such Seller has conducted an independent evaluation of the Common Stock Purchaser to determine whether to engage in the Transaction andtransfer of the Shares pursuant to this Agreement, notwithstanding the absence of access by such Seller to the Issuer Information, such Seller is and Sellers are desirous of consummating the Transactionsuch transfer. (i) Such Seller acknowledges and agrees that the sale of the Sale Shares by such Seller and the purchase of the Sale Shares by the Purchaser pursuant to the Transaction shall constitute the final disposition of the Sale Shares by such Seller, and, following the consummation of the Transaction and such Seller’s receipt of the Purchase Price as full consideration for the Sale Shares, such Seller shall have no further rights with respect to the Sale Shares, including, without limitation, any right or entitlement to participate in any future repurchases by the Purchaser of its Common Stock, whether pursuant to a share repurchase program, open market purchase, tender offer or otherwise, and shall not be entitled to any additional consideration in respect of the Sale Shares by virtue of any of the foregoing actions on the part of the Purchaser or its representatives and waives any and all rights thereto. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(i). Each of the terms of the waivers and releases set forth in this Section 3(i) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (j) Such Seller hereby irrevocably waives any and all actions, causes of action, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that such Seller may have or hereafter acquire against the Purchaser or any of its Affiliates (collectively, the “Purchaser Released Persons” and each, individually, a “Purchaser Released Person”) in any way, directly or indirectly, arising out of, relating to or resulting from the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller, including, without limitation, claims it may have or hereafter acquire under applicable federal and/or state securities laws. Such Seller also agrees that such Seller shall not institute or maintain any cause of action, suit, complaint or other proceeding against any Purchaser Released Person as a result of the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(j). Each of the terms of the waivers and releases set forth in this Section 3(j) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (k) Such Seller has been given the opportunity to consult with such Seller’s own counsel and financial and other advisors with respect to this Agreement and the terms hereof and the Transaction to be consummated hereunder and has delivered this Agreement freely and voluntarily. (l) Neither the Purchaser nor any of its Affiliates or any of their respective representatives are making any representations or warranties to such Seller, and such Seller is not relying on any statements, whether oral or written, which may have been made at any time by the Purchaser or any of its Affiliates or any of their respective representatives, except for those representations and warranties of the Purchaser expressly set forth in Section 4 of this Agreement.

Representations, Warranties and Agreements of the Sellers. Each of the Sellers Seller hereby represents, jointly and severally represents and warrants to, and agrees with, the PurchaserPurchaser Group, on as of the date hereof hereof, as follows: 2.1 Each Seller is duly organized, validly existing and on in good standing under the Trade Date and the Settlement Date (as defined below): (a) Such Seller has the laws of its organization, with all requisite power and capacity authority to enter into execute this Agreement and to consummate the Transactiontransactions contemplated hereby. The execution, delivery, and performance by each Seller Sellers are not in violation of this Agreement and any of the consummation by such Seller provisions of such Seller’s obligations hereunder have been duly authorized by all necessary action in respect thereof by the respective Seller. their organizational documents. 2.2 This Agreement has been duly and validly authorized, executed and delivered by such each Seller and constitutes the legal, valid and binding obligation of such each Seller, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization moratorium or other similar laws from time relating to time in effect that affect creditors’ or affecting the rights generally, of creditors generally and by legal and equitable limitations on principles, including those limiting the availability of specific remedies. Any Person signing this Agreement on behalf of such Seller has been duly performance, injunctive relief and validly authorized other equitable remedies and empowered to do so and has the authority to bind such Seller and to effectuate the transactions contemplated by this Agreementthose providing for equitable defenses. (b) The execution, delivery and performance by such Seller of this Agreement and consummation by such Seller 2.3 Assuming the accuracy of the Transaction do not and will not: (i) violate any decree representations of the Purchaser Group set forth in Article III, all consents, approvals or judgment of any court or other governmental authority applicable to or binding on such Seller; (ii) violate any provision of any federal or state statute, rule or regulation which is, to such Seller’s knowledge, applicable to such Seller; (iii) conflict with, or result in any violation of, any provision of any Organizational Document of such Seller; or (iv) violate or result in a default under any contract to which such Seller or any of such Seller’s assets or properties are bound. No consent or approval authorizations of, or filing registrations, filings or declarations with, any governmental authority or other Person not a party hereto is authority, if any, required for in connection with the execution, delivery and performance by such Seller the Sellers of this Agreement or the transactions contemplated hereby have been obtained by the Sellers and will be in full force and effect. 2.4 The execution and delivery of this Agreement, the consummation of the Transactiontransactions contemplated hereby and performance of the Sellers obligations under this Agreement will not result in a breach by Seller of, conflict with, or constitute a default by Seller, with or without the passage of time and giving of notice, under any agreement, instrument, judgment, order, writ, prohibition, injunction or decree to which Seller is a party, to which the Seller may be subject or by which Seller may be bound or an event which results in the creation of any lien, charge or encumbrance upon the Shares to be sold by such Seller or would prevent the execution or delivery of this Agreement by the Sellers or the transfer, conveyance and sale of the Shares pursuant to the terms hereof. (c) Such 2.5 Each Seller is the sole beneficial, record and beneficial legal owner of of, and has good, valid and marketable right, title and interest in and to, the number of Shares set forth opposite such Seller’s next to their name on Schedule I attached hereto, free and clear of any Encumbrancesand all liens and encumbrances. 2.6 No broker or finder has acted for the Sellers in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon the transfer agreements, arrangements or understandings made by or on behalf of the Sale Sellers. 2.7 In connection with the sale of the Shares to the Purchaserhereunder, the Purchaser will acquire good each Seller has not and marketable title thereto, free and clear each of his agents has not (a) engaged in any Encumbrances or Transfer Restrictions, other than Transfer Restrictions arising solely “general solicitation,” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (b) “published” any “advertisement,” as defined in the California Corporate Securities Act of 1968, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, or under similar state securities laws (the “Permitted Securities Law Restrictions”). (dc) No proceedings relating to offered the Shares are pending orto any person who is not an “accredited investor,” as defined in the Securities Act, to the knowledge of such Seller, threatened, before any court, arbitrator or administrative or governmental body or authority that would adversely affect such Seller’s right to transfer the Sale Shares to the Purchaser. (e) Such Seller, by reason of, among other things, such Seller’s business and financial experience, is capable of evaluating the merits and risks of the Transaction and of protecting such Seller’s own interests in connection with the Transaction. Such Seller is aware of the Issuer’s business affairs offer and financial condition, and has acquired sufficient information about the Issuer to reach an informed and knowledgeable decision to sell the Sale Shares owned by such Seller. (f) Such Seller acknowledges that such Seller is aware and understands that the Purchaser is the issuer sale of the Shares, and that the Purchaser has informed such Seller that, among other things, the Purchaser, as the issuer of the Shares, is in possession of substantial information which may be material and/or nonpublic (collectively, the “Issuer Information”) and which, if publicly disclosed, could foreseeably affect the trading price of the Common Stock, including information that may be indicative that the value of the Shares is substantially lower or higher than the Purchase Price being paid in the Transaction, or which, if known to such Seller, could foreseeably have impacted such Seller’s decision to sell such Seller’s Sale Shares or to enter into this Agreement. (g) Notwithstanding the Purchaser’s possession of the Issuer Information, which is not being disclosed to such Seller, such Seller wishes to enter into the Transaction at this time for such Seller’s own business purposes. Such Seller acknowledges that the Purchaser would not enter into the Transaction with such Seller in the absence of the protections afforded to the Purchaser by such Seller’s representations, warranties and agreements in this Section 3 and that such Seller is providing such representations, warranties and agreements, including the waivers contained in this Agreement, as an inducement to the Purchaser to consummate the Transaction. (h) Such Seller is experienced, sophisticated and knowledgeable in the trading of securities and other instruments of private and public companies and understands the disadvantage to which such Seller is subject on account of the disparity of the access to, and possession of, the Issuer Information between the Purchaser and such Seller. Such Seller has conducted an independent evaluation of the Common Stock to determine whether to engage in the Transaction and, notwithstanding the absence of access by such Seller to the Issuer Information, such Seller is desirous of consummating the Transaction. (i) Such Seller acknowledges and agrees that the sale of the Sale Shares by such Seller and the purchase of the Sale Shares by the Purchaser pursuant to the Transaction shall constitute the final disposition of the Sale Shares by such Seller, and, following the consummation of the Transaction and such Seller’s receipt of the Purchase Price as full consideration for the Sale Shares, such Seller shall have no further rights with respect to the Sale Shares, including, without limitation, any right or entitlement to participate in any future repurchases by the Purchaser of its Common Stock, whether pursuant to a share repurchase program, open market purchase, tender offer or otherwise, and shall not be entitled to any additional consideration in respect of the Sale Shares by virtue of any of the foregoing actions on the part of the Purchaser or its representatives and waives any and all rights thereto. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(i). Each of the terms of the waivers and releases set forth in this Section 3(i) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (j) Such Seller hereby irrevocably waives any and all actions, causes of action, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that such Seller may have or hereafter acquire against the Purchaser or any of its Affiliates (collectively, the “Purchaser Released Persons” and each, individually, a “Purchaser Released Person”) in any way, directly or indirectly, arising out of, relating to or resulting from the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller, including, without limitation, claims it may have or hereafter acquire under applicable federal and/or state securities laws. Such Seller also agrees that such Seller shall not institute or maintain any cause of action, suit, complaint or other proceeding against any Purchaser Released Person as a result of the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(j). Each of the terms of the waivers and releases set forth in this Section 3(j) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (k) Such Seller has been given the opportunity to consult with such Seller’s own counsel and financial and other advisors with respect to this Agreement and the terms hereof and the Transaction to be consummated hereunder and has delivered this Agreement freely and voluntarily. (l) Neither the Purchaser nor any of its Affiliates or any of their respective representatives are making any representations or warranties to such Seller, and such Seller is not relying on any statements, whether oral or written, which may have been made at any time by the Purchaser or any of its Affiliates or any of their respective representatives, except for those representations and warranties of the Purchaser expressly set forth in Section 4 of this Agreement.

Representations, Warranties and Agreements of the Sellers. Each of the Sellers Seller hereby represents, jointly and severally represents and warrants to, and agrees with, each member of the PurchaserPurchaser Group, on as of the date hereof hereof, as follows: 2.1 Each Seller is duly organized, validly existing and on in good standing under the Trade Date and the Settlement Date (as defined below): (a) Such Seller has the laws of its organization, with all requisite power and capacity authority to enter into execute this Agreement and to consummate the Transaction. transactions contemplated hereby. 2.2 The execution, delivery, and performance by each Seller Sellers are not in violation of any provision of their organizational documents that would prevent the execution or delivery of this Agreement and by the Sellers or the consummation by such Seller of such Seller’s obligations hereunder have been duly authorized by all necessary action in respect thereof by the respective Seller. transactions contemplated hereby. 2.3 This Agreement has been duly and validly authorized, executed and delivered by such each Seller and constitutes the legal, valid and binding obligation of such each Seller, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization moratorium or other similar laws from time relating to time in effect that affect creditors’ or affecting the rights generally, of creditors generally and by legal and equitable limitations on principles, including those limiting the availability of specific remedies. Any Person signing this Agreement on behalf of such Seller has been duly performance, injunctive relief and validly authorized other equitable remedies and empowered to do so and has the authority to bind such Seller and to effectuate the transactions contemplated by this Agreementthose providing for equitable defenses. (b) The execution, delivery and performance by such Seller of this Agreement and consummation by such Seller 2.4 Assuming the accuracy of the Transaction do not and will not: (i) violate any decree representations of the Purchaser Group set forth in Article III, all consents, approvals or judgment of any court or other governmental authority applicable to or binding on such Seller; (ii) violate any provision of any federal or state statute, rule or regulation which is, to such Seller’s knowledge, applicable to such Seller; (iii) conflict with, or result in any violation of, any provision of any Organizational Document of such Seller; or (iv) violate or result in a default under any contract to which such Seller or any of such Seller’s assets or properties are bound. No consent or approval authorizations of, or filing registrations, filings or declarations with, any governmental authority or other Person not a party hereto is authority, if any, required for in connection with the execution, delivery and performance by such Seller the Sellers of this Agreement or the transactions contemplated hereby have been obtained by the Sellers and will be in full force and effect. 2.5 The execution and delivery of this Agreement, the consummation of the Transactiontransactions contemplated hereby and performance of the Sellers obligations under this Agreement will not result in a breach by Seller of, conflict with, or constitute a default by Seller, with or without the passage of time and giving of notice, under any agreement, instrument, judgment, order, writ, prohibition, injunction or decree to which Seller is a party, to which the Seller may be subject or by which Seller may be bound or an event which results in the creation of any lien, charge or encumbrance upon the Shares to be sold by such Seller or would prevent the execution or delivery of this Agreement by the Sellers or the transfer, conveyance and sale of the Shares pursuant to the terms hereof. (c) Such 2.6 Each Seller is the sole beneficial, record and beneficial legal owner of of, and has good, valid and marketable right, title and interest in and to, the number of Shares set forth opposite such Seller’s next to their name on Schedule I attached hereto, free and clear of any Encumbrancesand all liens and encumbrances. 2.7 No broker or finder has acted for the Sellers in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon the transfer agreements, arrangements or understandings made by or on behalf of the Sale Sellers. 2.8 In connection with the sale of the Shares to the Purchaserhereunder, the Purchaser will acquire good each Seller has not and marketable title thereto, free and clear each of its agents has not (a) engaged in any Encumbrances or Transfer Restrictions, other than Transfer Restrictions arising solely “general solicitation,” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (b) “published” any “advertisement,” as defined in the California Corporate Securities Act of 1968, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, or under similar state securities laws (the “Permitted Securities Law Restrictions”). (dc) No proceedings relating to offered the Shares are pending orto any person who is not an “accredited investor,” as defined in the Securities Act, to the knowledge of such Seller, threatened, before any court, arbitrator or administrative or governmental body or authority that would adversely affect such Seller’s right to transfer the Sale Shares to the Purchaser. (e) Such Seller, by reason of, among other things, such Seller’s business and financial experience, is capable of evaluating the merits and risks of the Transaction and of protecting such Seller’s own interests in connection with the Transaction. Such Seller is aware of the Issuer’s business affairs offer and financial condition, and has acquired sufficient information about the Issuer to reach an informed and knowledgeable decision to sell the Sale Shares owned by such Seller. (f) Such Seller acknowledges that such Seller is aware and understands that the Purchaser is the issuer sale of the Shares, and that the Purchaser has informed such Seller that, among other things, the Purchaser, as the issuer of the Shares, is in possession of substantial information which may be material and/or nonpublic (collectively, the “Issuer Information”) and which, if publicly disclosed, could foreseeably affect the trading price of the Common Stock, including information that may be indicative that the value of the Shares is substantially lower or higher than the Purchase Price being paid in the Transaction, or which, if known to such Seller, could foreseeably have impacted such Seller’s decision to sell such Seller’s Sale Shares or to enter into this Agreement. (g) Notwithstanding the Purchaser’s possession of the Issuer Information, which is not being disclosed to such Seller, such Seller wishes to enter into the Transaction at this time for such Seller’s own business purposes. Such Seller acknowledges that the Purchaser would not enter into the Transaction with such Seller in the absence of the protections afforded to the Purchaser by such Seller’s representations, warranties and agreements in this Section 3 and that such Seller is providing such representations, warranties and agreements, including the waivers contained in this Agreement, as an inducement to the Purchaser to consummate the Transaction. (h) Such Seller is experienced, sophisticated and knowledgeable in the trading of securities and other instruments of private and public companies and understands the disadvantage to which such Seller is subject on account of the disparity of the access to, and possession of, the Issuer Information between the Purchaser and such Seller. Such Seller has conducted an independent evaluation of the Common Stock to determine whether to engage in the Transaction and, notwithstanding the absence of access by such Seller to the Issuer Information, such Seller is desirous of consummating the Transaction. (i) Such Seller acknowledges and agrees that the sale of the Sale Shares by such Seller and the purchase of the Sale Shares by the Purchaser pursuant to the Transaction shall constitute the final disposition of the Sale Shares by such Seller, and, following the consummation of the Transaction and such Seller’s receipt of the Purchase Price as full consideration for the Sale Shares, such Seller shall have no further rights with respect to the Sale Shares, including, without limitation, any right or entitlement to participate in any future repurchases by the Purchaser of its Common Stock, whether pursuant to a share repurchase program, open market purchase, tender offer or otherwise, and shall not be entitled to any additional consideration in respect of the Sale Shares by virtue of any of the foregoing actions on the part of the Purchaser or its representatives and waives any and all rights thereto. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(i). Each of the terms of the waivers and releases set forth in this Section 3(i) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (j) Such Seller hereby irrevocably waives any and all actions, causes of action, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that such Seller may have or hereafter acquire against the Purchaser or any of its Affiliates (collectively, the “Purchaser Released Persons” and each, individually, a “Purchaser Released Person”) in any way, directly or indirectly, arising out of, relating to or resulting from the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller, including, without limitation, claims it may have or hereafter acquire under applicable federal and/or state securities laws. Such Seller also agrees that such Seller shall not institute or maintain any cause of action, suit, complaint or other proceeding against any Purchaser Released Person as a result of the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(j). Each of the terms of the waivers and releases set forth in this Section 3(j) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (k) Such Seller has been given the opportunity to consult with such Seller’s own counsel and financial and other advisors with respect to this Agreement and the terms hereof and the Transaction to be consummated hereunder and has delivered this Agreement freely and voluntarily. (l) Neither the Purchaser nor any of its Affiliates or any of their respective representatives are making any representations or warranties to such Seller, and such Seller is not relying on any statements, whether oral or written, which may have been made at any time by the Purchaser or any of its Affiliates or any of their respective representatives, except for those representations and warranties of the Purchaser expressly set forth in Section 4 of this Agreement.

Representations, Warranties and Agreements of the Sellers. Each of the Sellers hereby Seller severally represents, warrants to, and agrees with, the Purchaser, on the date hereof and on the Trade Date and the Settlement Date (as defined below):that: (a) The Offering Memorandum does not contain any untrue statement of a material fact relating to the identity of such Seller or its ownership of the Capital Securities (collectively, the "Seller Information") or omit to state a material fact relating to such Seller Information necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Such Seller has duly authorized, executed and delivered this Agreement. (c) Such Seller has, and immediately prior to the Closing Date such Seller will have, good and valid title to the Capital Securities to be sold by such Seller hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Capital Securities and full payment therefor pursuant hereto, good and valid title to such Capital Securities, free and clear of all liens, encumbrances, equities or claims, will pass to the Purchaser. (d) Such Seller has full right, power and capacity authority to enter into this Agreement and to consummate Agreement; the Transaction. The execution, delivery, delivery and performance by each Seller of this Agreement by such Seller and the consummation by such Seller of the transactions contemplated hereby 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 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, other than such conflicts, breaches and violations as would not, either individually or in the aggregate, adversely affect in any material respect such Seller’s 's ability to perform its obligations hereunder have been duly authorized by all necessary action in respect thereof by the respective Seller. This Agreement has been duly and validly executed and delivered by such Seller and constitutes the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies. Any Person signing under this Agreement on behalf a timely basis, nor will such actions result in any material violation of the provisions of the charter or by-laws of such Seller has been duly and validly authorized and empowered to do so and has or the authority to bind articles of partnership of such Seller and to effectuate the transactions contemplated by this Agreement. (b) The executionor any statute or any order, delivery and performance by such Seller of this Agreement and consummation by such Seller of the Transaction do not and will not: (i) violate any decree rule or judgment regulation of any court or other governmental authority applicable to agency or binding on body having jurisdiction over such Seller; (ii) violate any provision of any federal Seller or state statute, rule the property or regulation which is, to such Seller’s knowledge, applicable to such Seller; (iii) conflict with, or result in any violation of, any provision of any Organizational Document assets of such Seller; and, no consent, approval, authorization or (iv) violate or result in a default under any contract to which such Seller or any of such Seller’s assets or properties are bound. No consent or approval order of, or filing or registration with, any such court or governmental authority agency or other Person not a party hereto body is required for the execution, delivery and performance of this Agreement by such Seller and the consummation by such Seller of this Agreement or the consummation of the Transaction. (c) Such Seller is the record and beneficial owner of the number of Shares set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of any Encumbrances, and upon the transfer of the Sale Shares to the Purchaser, the Purchaser will acquire good and marketable title thereto, free and clear of any Encumbrances or Transfer Restrictions, other than Transfer Restrictions arising solely under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, or under similar state securities laws (the “Permitted Securities Law Restrictions”). (d) No proceedings relating to the Shares are pending or, to the knowledge of such Seller, threatened, before any court, arbitrator or administrative or governmental body or authority that would adversely affect such Seller’s right to transfer the Sale Shares to the Purchasertransactions contemplated hereby. (e) Such Seller, by reason of, among other things, such Seller’s business and financial experience, is capable of evaluating the merits and risks of the Transaction and of protecting such Seller’s own interests in connection with the Transaction. Such Seller is aware of the Issuer’s business affairs and financial condition, and has acquired sufficient information about the Issuer to reach an informed and knowledgeable decision not prompted to sell the Sale Shares owned by such Seller. (f) Such Seller acknowledges that such Seller is aware and understands that the Purchaser is the issuer of the Shares, and that the Purchaser has informed such Seller that, among other things, the Purchaser, as the issuer of the Shares, is in possession of substantial information which may be material and/or nonpublic (collectively, the “Issuer Information”) and which, if publicly disclosed, could foreseeably affect the trading price of the Common Stock, including information that may be indicative that the value of the Shares is substantially lower or higher than the Purchase Price Capital Securities being paid in the Transaction, or which, if known to such Seller, could foreseeably have impacted such Seller’s decision to sell such Seller’s Sale Shares or to enter into this Agreement. (g) Notwithstanding the Purchaser’s possession of the Issuer Information, which is not being disclosed to such Seller, such Seller wishes to enter into the Transaction at this time for such Seller’s own business purposes. Such Seller acknowledges that the Purchaser would not enter into the Transaction with such Seller in the absence of the protections afforded to the Purchaser by such Seller’s representations, warranties and agreements in this Section 3 and that such Seller is providing such representations, warranties and agreements, including the waivers contained in this Agreement, as an inducement to the Purchaser to consummate the Transaction. (h) Such Seller is experienced, sophisticated and knowledgeable in the trading of securities and other instruments of private and public companies and understands the disadvantage to which such Seller is subject on account of the disparity of the access to, and possession of, the Issuer Information between the Purchaser and such Seller. Such Seller has conducted an independent evaluation of the Common Stock to determine whether to engage in the Transaction and, notwithstanding the absence of access sold by such Seller hereunder by any information concerning any change, or any development involving a prospective change, that, individually or in the aggregate, reasonably could be expected to the Issuer Informationhave a Material Adverse Effect, such Seller which information is desirous of consummating the Transaction. (i) Such Seller acknowledges and agrees that the sale of the Sale Shares by such Seller and the purchase of the Sale Shares by the Purchaser pursuant to the Transaction shall constitute the final disposition of the Sale Shares by such Seller, and, following the consummation of the Transaction and such Seller’s receipt of the Purchase Price as full consideration for the Sale Shares, such Seller shall have no further rights with respect to the Sale Shares, including, without limitation, any right or entitlement to participate in any future repurchases by the Purchaser of its Common Stock, whether pursuant to a share repurchase program, open market purchase, tender offer or otherwise, and shall not be entitled to any additional consideration in respect of the Sale Shares by virtue of any of the foregoing actions on the part of the Purchaser or its representatives and waives any and all rights thereto. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(i). Each of the terms of the waivers and releases set forth in this Section 3(i) shall survive the execution and delivery of this Agreement and the consummation of the TransactionOffering Memorandum. (j) Such Seller hereby irrevocably waives any and all actions, causes of action, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that such Seller may have or hereafter acquire against the Purchaser or any of its Affiliates (collectively, the “Purchaser Released Persons” and each, individually, a “Purchaser Released Person”) in any way, directly or indirectly, arising out of, relating to or resulting from the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller, including, without limitation, claims it may have or hereafter acquire under applicable federal and/or state securities laws. Such Seller also agrees that such Seller shall not institute or maintain any cause of action, suit, complaint or other proceeding against any Purchaser Released Person as a result of the Purchaser’s or such other Persons’ failure to disclose any Issuer Information to such Seller. Such Seller intends to effect, to the maximum extent permitted by law, an irrevocable, voluntary, complete and knowing waiver of such Seller’s rights as set forth in this Section 3(j). Each of the terms of the waivers and releases set forth in this Section 3(j) shall survive the execution and delivery of this Agreement and the consummation of the Transaction. (k) Such Seller has been given the opportunity to consult with such Seller’s own counsel and financial and other advisors with respect to this Agreement and the terms hereof and the Transaction to be consummated hereunder and has delivered this Agreement freely and voluntarily. (l) Neither the Purchaser nor any of its Affiliates or any of their respective representatives are making any representations or warranties to such Seller, and such Seller is not relying on any statements, whether oral or written, which may have been made at any time by the Purchaser or any of its Affiliates or any of their respective representatives, except for those representations and warranties of the Purchaser expressly set forth in Section 4 of this Agreement.