Common use of Representations, Warranties, Covenants and Agreements Clause in Contracts

Representations, Warranties, Covenants and Agreements. (i) Merchant warrants, represents, covenants and agrees that (a) Merchant is a company duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and maintains its principal executive office at the address set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Merchant and this Agreement constitutes a valid and binding obligation of Merchant enforceable against Merchant in accordance with its terms and conditions, and the consent of no other entity or person is required for Merchant to fully perform all of its obligations herein, (c) all ticketing of Merchandise at the Stores has been and will be done in accordance with Merchant’s customary ticketing practices; (d) all normal course hard markdowns on the Merchandise have been, and will be, taken consistent with customary Merchant’s practices, and (e) the Stores will be operated in the ordinary course of business in all respects, other than those expressly agreed to by Merchant and Agent. (ii) Agent warrants, represents, covenants and agrees that (a) Agent is a company duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform the Agent’s obligations hereunder, and maintains its principal executive office at the addresses set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Agent and this Agreement constitutes a valid and binding obligation of Agent enforceable against Agent in accordance with its terms and conditions, and the consent of no other entity or person is required for Agent to fully perform all of its obligations herein, (c) Agent shall comply with and act in accordance with any and all applicable state and local laws, rules, and regulations, and other legal obligations of all governmental authorities, (d) no non-emergency repairs or maintenance in the Stores will be conducted without Merchant’s prior written consent, and (e) Agent will not take any disciplinary action against any employee of Merchant.

Representations, Warranties, Covenants and Agreements. (i) Merchant warrants, represents, covenants and agrees that (a) Merchant is Investor Representations, Warranties and Covenants. The Investor represents, warrants and agrees as follows: (1) The Investor has received and reviewed copies of the Registration Statement and the Prospectus, including all documents incorporated by reference therein and amendments thereto, and understands that no Person has been authorized to give any information or to make any representations that were not contained in the Registration Statement and the Prospectus, and the Investor has not relied on any such other information or representations in making a company duly organizeddecision to purchase the Investor Shares. The Investor hereby consents to receiving delivery of the Registration Statement and the Prospectus, validly existing including all documents incorporated by reference therein and amendments thereto, by electronic mail. The Investor understands that an investment in good standing the Company involves a high degree of risk for the reasons, among others, set forth under the laws caption "RISK FACTORS" in the Prospectus and the documents incorporated by reference in the Prospectus and the Prospectus Supplement. (2) The Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the accuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its state of organizationinvestment decision, with full power and authority to execute and deliver the Investor has not relied: on any representation or information not set forth in this Agreement or contained or incorporated by reference in the Registration Statement or the Prospectus; on the selling agent (EHS Securities, LLC) or any Person affiliated with the selling agent; or on the fact that any other Person has decided to invest in the Offered Shares. (3) The execution and to perform its obligations hereunder, delivery of this Agreement by the Investor and maintains its principal executive office at the address set forth herein, (b) the execution, delivery and performance of this Agreement has and the consummation by the Investor of the transactions contemplated hereby have been duly authorized by all necessary actions (corporate, in the case of Merchant a corporation) action of the Investor, and this Agreement constitutes Agreement, when duly executed and delivered by the Investor, will constitute a valid and legally binding obligation of Merchant instrument, enforceable against Merchant in accordance with its terms against the Investor, except as enforcement hereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors' rights generally and conditions, and the consent except as enforcement hereof is subject to general principles of no other entity equity (regardless of whether enforcement is considered in a proceeding in equity or person is required for Merchant to fully perform all of its obligations herein, (c) all ticketing of Merchandise at the Stores has been and will be done in accordance with Merchant’s customary ticketing practices; (d) all normal course hard markdowns on the Merchandise have been, and will be, taken consistent with customary Merchant’s practices, and (e) the Stores will be operated in the ordinary course of business in all respects, other than those expressly agreed to by Merchant and Agentlaw). (ii4) Agent warrantsNo state, representsfederal or foreign regulatory approvals, covenants and agrees that (a) Agent is a company duly organizedpermits, validly existing and in good standing under licenses or consents or other contractual or legal obligations are required for the laws of its state of organization, with full power and authority Investor to execute and deliver enter into this Agreement and to perform or purchase the Agent’s obligations hereunder, and maintains its principal executive office at the addresses set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Agent and this Agreement constitutes a valid and binding obligation of Agent enforceable against Agent in accordance with its terms and conditions, and the consent of no other entity or person is required for Agent to fully perform all of its obligations herein, (c) Agent shall comply with and act in accordance with any and all applicable state and local laws, rules, and regulations, and other legal obligations of all governmental authorities, (d) no non-emergency repairs or maintenance in the Stores will be conducted without Merchant’s prior written consent, and (e) Agent will not take any disciplinary action against any employee of MerchantInvestor Shares.

Representations, Warranties, Covenants and Agreements. (i) Merchant warrants26 .1 We hereby represent, represents, covenants warrant and agrees that (agree at the date these Terms are entered into and on an ongoing basis as and when any Services are used or provided that: a) Merchant is a company we are authorised and regulated by the FCA to provide custodial services and shall remain so authorised and regulated at all times during the term of these Terms; b) we are duly organizedorganised, validly existing under the laws of our jurisdiction of incorporation and in good standing under the laws of its state of organization, with full power and authority in every jurisdiction where it is required to execute and deliver this Agreement and to perform its obligations hereunder, and maintains its principal executive office at the address set forth herein, (bbe; c) the execution, delivery and performance of this Agreement has been duly authorized by we have all necessary actions of Merchant power, authority and this Agreement constitutes a valid authorisations to execute, deliver and binding obligation of Merchant enforceable against Merchant perform these Terms in accordance with its terms and conditionsto provide the Services contemplated by these Terms; d) these Terms are duly authorised and constitutes a binding obligation enforceable in accordance with its terms; e) any consent, authorisation or instruction required in connection with its execution and performance of these Terms have been provided by any relevant third party; f) we have not relied on any oral or written representation made by you (other than the representations contained in these Terms) or any person on your behalf, and acknowledges that these Terms sets out to the consent fullest extent our duties and obligations; g) to the best of no other entity or person is required for Merchant our knowledge, information and belief, having regard to fully perform all of its obligations hereinany requests made to us by you and to our duties and responsibilities hereunder, (c) all ticketing of Merchandise at the Stores full disclosure has been made to you prior to the Effective Date of all facts in relation to us and our business affairs as are material and ought properly to be made known to any person proposing to enter into these Terms; h) any act required by any relevant governmental or other authority to be done in connection with its execution and performance of these Terms has been or will be done (and will be done renewed if necessary); and i) our delivery and performance of these Terms will not violate or breach any Regulatory Rules, or other applicable law, regulation, contract, constitutive powers or other requirement. 26 .2 We covenant that we shall at all times perform the Services in accordance with Merchant’s customary ticketing practicesthese Terms and shall: a) perform, manage and provide the Services to the best of our ability and in accordance with the Standard of Care; b) not make any public statements which will, or might reasonably be expected to, bring you or any member of your Group into disrepute; c) devote such knowledge skill and time to the Services as required to ensure a proper and timely performance of the Services; (and d) have in force such policies and have such oversight of the manner in which the Services are provided to ensure that the Services are delivered in a controlled manner and be able to demonstrate such controls to you, members of your Group, court and regulator on request. 26 .3 At all normal course hard markdowns times, we agree that it shall be obliged to provide the Services to you in whole or in part in relation to the Portfolio assets on the Merchandise have beenterms of these Terms (including price) irrespective of: a) the volume, number, type, structure and size of the Securities and Cash from time to time; b) the nature or type of investments or financial instruments dealt in by you (whether as principal or agent) provided that they are materially similar to the nature and type of investments dealt in by you and held in custody by us as at the date of these Terms; c) the number, type or frequency of transactions undertaken by you (whether as principal or agent) in relation to which the Services are to be provided; and/or d) your domicile (subject to any restrictions and requirements under the Regulatory Rules, including by way of example, know-your-client checks and sanctions lists), and will bewhere you require some or all of the Services to be provided by us in respect of any additional assets with similar requirements to those already within the scope of these Terms at the relevant time, taken consistent with customary Merchant’s practices, and (e) we shall be required to provide those Services on the Stores will be operated in the ordinary course terms of business in all respects, other than those expressly agreed to by Merchant and Agentthese Terms. (ii) Agent warrants26 .4 You hereby represent, represents, covenants warrant and agrees that (agree at the date these Terms is entered into and on an ongoing basis as and when any Services are used or provided that: a) Agent is a company duly organized, validly existing and in good standing under you have the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform the Agent’s your obligations hereunder, and maintains its principal executive office at the addresses set forth herein, (under these Terms; b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Agent and this Agreement constitutes these Terms constitute a valid and binding obligation of Agent enforceable against Agent in accordance with its terms and conditionsin your respective capacities; c) any consent, authorisation or instruction required in connection with the execution and performance of these Terms has been provided by any relevant third party; d) you have not relied on any oral or written representation made by us (other than the representations contained in these Terms) or any person on our behalf, and acknowledge that these Terms sets out to the consent fullest extent our duties and obligations; e) you are the sole beneficial owner of all assets in the Portfolio (or, where it is acting as trustee, it is acting on behalf of the beneficial owner); and f) you have authority to deposit the Securities and Cash received in the Custody Account, and there is no other entity lien, charge, claim or person is required encumbrance save for Agent to fully perform all the trusts set up by any Pensions Scheme(s) that adversely affects any delivery of its obligations herein, (c) Agent shall comply with and act Securities or payment of Cash made in accordance with these Terms. 26 .5 Save as expressly provided in these Terms, no other representation or warranty, expressed or implied, is made by either Party. Each Party shall promptly notify the other Party if any and all applicable state and local lawsrepresentation ceases to be true, rules, and regulations, and other legal obligations of all governmental authorities, (d) no non-emergency repairs accurate or maintenance complete in the Stores will be conducted without Merchant’s prior written consent, and (e) Agent will not take any disciplinary action against any employee of Merchantmaterial respect.

Representations, Warranties, Covenants and Agreements. (i) Merchant warrantsThe Purchaser acknowledges and agrees that it has conducted to its satisfaction an independent investigation and verification into and concerning the Transferred Assets and the Business, representsthat the Purchaser has been provided sufficient access to such information, covenants documents and other materials relating to the Transferred Assets and the Business, and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser has relied solely and exclusively on the representations and warranties of the Seller expressly and specifically set forth in ‎Article V, as qualified by the Disclosure Schedules. Such representations and warranties by the Seller constitute the sole and exclusive representations and warranties of the Seller to the Purchaser in connection with the transactions contemplated hereby, and the Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied are specifically disclaimed by the Seller. The Purchaser expressly disclaims reliance on any omissions of any representations and warranties of the Seller in ‎Article V. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF THE SELLER OR ITS AFFILIATES MAKES OR PROVIDES, AND THE PURCHASER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE TRANSFERRED ASSETS. In connection with the Purchaser’s investigation of the Transferred Assets, the Purchaser has received certain projections, including projected statements of operating revenues and income from operation of the Business and certain business plan information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, budgets, pipeline reports and other forecasts and plans, that the Purchaser is familiar with such uncertainties and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Accordingly, the Purchaser hereby acknowledges that the Seller is not making any representation or warranty with respect to such estimates, projections, budgets, pipeline reports and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports, forecasts and plans, and that the Purchaser has not relied on any such estimates, projections, budgets, pipeline reports or other forecasts or plans. The Purchaser further agrees that (a) Merchant is a company duly organizedneither the Seller nor any other Person will have or be subject to any liability to the Purchaser or any other Person resulting from the distribution to the Purchaser, validly existing and or the Purchaser’s use of, any such information, including any information, document or material made available to the Purchaser in good standing under certain data rooms, management presentations, the laws confidential information memorandum, or any other form in expectation of its state the transactions contemplated by this Agreement, including liability related to the completeness or accuracy of organization, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunderany such information, and maintains its principal executive office at the address set forth herein, (b) the executionPurchaser has not relied on any such information. Notwithstanding anything contained herein to the contrary, delivery nothing in this Section ‎12.01 shall limit (i) any Person’s remedies in the event of actual and performance of intentional fraud made with respect to this Agreement has been duly authorized by all necessary actions of Merchant and this Agreement constitutes a valid and binding obligation of Merchant enforceable against Merchant in accordance with its terms and conditions, and the consent of no other entity or person is required for Merchant to fully perform all of its obligations herein, (c) all ticketing of Merchandise at the Stores has been and will be done in accordance with Merchant’s customary ticketing practices; (d) all normal course hard markdowns on the Merchandise have been, and will be, taken consistent with customary Merchant’s practices, and (e) the Stores will be operated in the ordinary course of business in all respects, other than those expressly agreed to by Merchant and Agent. any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts based on negligence or recklessness) against the Person who committed such fraud, or (ii) Agent warrants, represents, covenants any Person’s liability in the event of actual and agrees that (a) Agent is a company duly organized, validly existing and in good standing under the laws of its state of organization, intentional fraud committed by such Person with full power and authority respect to execute and deliver this Agreement and to perform the Agent’s obligations hereunder(other than any claim for equitable fraud, and maintains its principal executive office at the addresses set forth hereinpromissory fraud, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Agent and this Agreement constitutes a valid and binding obligation of Agent enforceable against Agent in accordance with its terms and conditions, and the consent of no other entity unfair dealings fraud or person is required for Agent to fully perform all of its obligations herein, (c) Agent shall comply with and act in accordance with any and all applicable state and local laws, rules, and regulations, and other legal obligations of all governmental authorities, (d) no non-emergency repairs torts based on negligence or maintenance in the Stores will be conducted without Merchant’s prior written consent, and (e) Agent will not take any disciplinary action against any employee of Merchantrecklessness).

Representations, Warranties, Covenants and Agreements. (a) The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries, that the Purchaser has been provided sufficient access to the properties, records and personnel of the Company and its Subsidiaries for this purpose, and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser has relied solely and exclusively on the representations and warranties of the Company expressly and specifically set forth in Article IV, as qualified by the Disclosure Schedules, and the representations and warranties of the Seller expressly and specifically set forth in Article V, as qualified by the Disclosure Schedules. Such representations and warranties by the Company or the Seller, as applicable, constitute the sole and exclusive representations and warranties of the Company or the Seller, as applicable, to the Purchaser in connection with the transactions contemplated hereby, and the Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are specifically disclaimed by the Company and the Seller. The Purchaser expressly disclaims reliance on any omissions of any representations and warranties of the Company in Article IV and the Seller in Article V. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ITS SUBSIDIARIES MAKES OR PROVIDES, AND THE PURCHASER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY’S AND ITS SUBSIDIARIES’ ASSETS OR ANY PART THEREOF. In connection with the Purchaser’s investigation of the Company and its Subsidiaries, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, budgets, pipeline reports and other forecasts and plans, that the Purchaser is familiar with such uncertainties and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Accordingly, the Purchaser hereby acknowledges that neither 62 the Seller nor the Company is making any representation or warranty with respect to such estimates, projections, budgets, pipeline reports and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports, forecasts and plans, and that the Purchaser has not relied on any such estimates, projections, budgets, pipeline reports or other forecasts or plans. The Purchaser further agrees that (i) Merchant warrantsneither the Seller nor the Company or any other Person will have or be subject to any liability to the Purchaser or any other Person resulting from the distribution to the Purchaser, representsor the Purchaser’s use of, covenants and agrees that (a) Merchant is a company duly organizedany such information, validly existing and including any information, document or material made available to the Purchaser in good standing under certain “data rooms,” management presentations, the laws confidential information memorandum, or any other form in expectation of its state the transactions contemplated by this Agreement, including liability related to the completeness or accuracy of organization, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and maintains its principal executive office at the address set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Merchant and this Agreement constitutes a valid and binding obligation of Merchant enforceable against Merchant in accordance with its terms and conditions, and the consent of no other entity or person is required for Merchant to fully perform all of its obligations herein, (c) all ticketing of Merchandise at the Stores has been and will be done in accordance with Merchant’s customary ticketing practices; (d) all normal course hard markdowns on the Merchandise have been, and will be, taken consistent with customary Merchant’s practicesany such information, and (eii) the Stores will be operated in the ordinary course of business in all respects, other than those expressly agreed to by Merchant and AgentPurchaser has not relied on any such information. (ii) Agent warrants, represents, covenants and agrees that (a) Agent is a company duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform the Agent’s obligations hereunder, and maintains its principal executive office at the addresses set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Agent and this Agreement constitutes a valid and binding obligation of Agent enforceable against Agent in accordance with its terms and conditions, and the consent of no other entity or person is required for Agent to fully perform all of its obligations herein, (c) Agent shall comply with and act in accordance with any and all applicable state and local laws, rules, and regulations, and other legal obligations of all governmental authorities, (d) no non-emergency repairs or maintenance in the Stores will be conducted without Merchant’s prior written consent, and (e) Agent will not take any disciplinary action against any employee of Merchant.

Representations, Warranties, Covenants and Agreements. (a) The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries, that the Purchaser has been provided sufficient access to the properties, records and personnel of the Company and its Subsidiaries for this purpose, and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser has relied solely and exclusively on the representations and warranties of the Company expressly and specifically set forth in Article IV, as qualified by the Disclosure Schedules, and the representations and warranties of the Seller expressly and specifically set forth in Article V, as qualified by the Disclosure Schedules. Such representations and warranties by the Company or the Seller, as applicable, constitute the sole and exclusive representations and warranties of the Company or the Seller, as applicable, to the Purchaser in connection with the transactions contemplated hereby, and the Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are specifically disclaimed by the Company and the Seller. The Purchaser expressly disclaims reliance on any omissions of any representations and warranties of the Company in Article IV and the Seller in Article V. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ITS SUBSIDIARIES MAKES OR PROVIDES, AND THE PURCHASER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY’S AND ITS SUBSIDIARIES’ ASSETS OR ANY PART THEREOF. In connection with the Purchaser’s investigation of the Company and its Subsidiaries, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, budgets, pipeline reports and other forecasts and plans, that the Purchaser is familiar with such uncertainties and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Accordingly, the Purchaser hereby acknowledges that neither the Seller nor the Company is making any representation or warranty with respect to such estimates, projections, budgets, pipeline reports and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports, forecasts and plans, and that the Purchaser has not relied on any such estimates, projections, budgets, pipeline reports or other forecasts or plans. The Purchaser further agrees that (i) Merchant warrantsneither the Seller nor the Company or any other Person will have or be subject to any liability to the Purchaser or any other Person resulting from the distribution to the Purchaser, representsor the Purchaser’s use of, covenants and agrees that (a) Merchant is a company duly organizedany such information, validly existing and including any information, document or material made available to the Purchaser in good standing under certain “data rooms,” management presentations, the laws confidential information memorandum, or any other form in expectation of its state the transactions contemplated by this Agreement, including liability related to the completeness or accuracy of organization, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and maintains its principal executive office at the address set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Merchant and this Agreement constitutes a valid and binding obligation of Merchant enforceable against Merchant in accordance with its terms and conditions, and the consent of no other entity or person is required for Merchant to fully perform all of its obligations herein, (c) all ticketing of Merchandise at the Stores has been and will be done in accordance with Merchant’s customary ticketing practices; (d) all normal course hard markdowns on the Merchandise have been, and will be, taken consistent with customary Merchant’s practicesany such information, and (eii) the Stores will be operated in the ordinary course of business in all respects, other than those expressly agreed to by Merchant and AgentPurchaser has not relied on any such information. (ii) Agent warrants, represents, covenants and agrees that (a) Agent is a company duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform the Agent’s obligations hereunder, and maintains its principal executive office at the addresses set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Agent and this Agreement constitutes a valid and binding obligation of Agent enforceable against Agent in accordance with its terms and conditions, and the consent of no other entity or person is required for Agent to fully perform all of its obligations herein, (c) Agent shall comply with and act in accordance with any and all applicable state and local laws, rules, and regulations, and other legal obligations of all governmental authorities, (d) no non-emergency repairs or maintenance in the Stores will be conducted without Merchant’s prior written consent, and (e) Agent will not take any disciplinary action against any employee of Merchant.

Representations, Warranties, Covenants and Agreements. (i) Merchant warrants, represents, covenants and agrees that (a) Merchant is a company duly organizedParent, validly existing Buyer and Merger Sub each acknowledge that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Group Companies, that Parent, Buyer and Merger Sub and their respective representatives have been provided access to the properties, records and personnel of the Group Companies for this purpose, and, in good standing under making the laws determination to proceed with the transactions contemplated by this Agreement, Parent, Buyer and Merger Sub have relied solely and exclusively on the representations and warranties of Seller and the Company expressly and specifically set forth in Article 4, as qualified by the Schedules attached hereto, and the representations and warranties of the parties to the other Transaction Documents (and has not relied on any other representations, warranties, statements or other information). Such representations and warranties constitute the sole and exclusive representations and warranties to 73 115787664v1 Parent, Buyer and Merger Sub in connection with the transactions contemplated hereby, and Parent, Buyer and Merger Sub each understand, acknowledge and agree (on behalf of itself and its Affiliates, officers, directors, employees, partners, equityholders, members, agents, attorneys, representatives, successors or permitted assigns (collectively, the “Buyer Parties”)) that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of the Group Companies, or the quality, quantity or condition of the Group Companies’ assets) are specifically disclaimed by Seller and the Group Companies. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (AS QUALIFIED BY THE SCHEDULES ATTACHED HERETO) OR ANY OTHER TRANSACTION DOCUMENT, NONE OF SELLER, THE COMPANY OR ITS SUBSIDIARIES MAKES OR PROVIDES, AND PARENT, BUYER AND MERGER SUB HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE GROUP COMPANIES’ ASSETS OR ANY PART THEREOF. In connection with the investigation of the Group Companies by Parent, Buyer and Merger Sub, Parent, Buyer and Merger Sub have received certain projections, including projected statements of operating revenues and income from operations of the Group Companies and certain business plan information. Parent, Buyer and Merger Sub each acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, budgets, pipeline reports and other forecasts and plans, that Parent, Buyer and Merger Sub are familiar with such uncertainties and are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to it or made available to it or any of its state agents, representatives, lenders or Affiliates, including the reasonableness of organizationthe assumptions underlying such estimates, with full power projections, budgets, pipeline reports and authority to execute other forecasts and deliver plans. Accordingly, Parent, Buyer and Merger Sub each hereby acknowledge (on behalf of itself and the other Buyer Parties) that, except as expressly provided in this Agreement (as qualified by the Schedules attached hereto) or any other Transaction Document, none of the Group Companies nor any of their respective Affiliates, officers, directors, employees, partners, members, agents, attorneys, representatives, successors or permitted assigns is making any representation or warranty with respect to such estimates, projections, budgets, pipeline reports and to perform its obligations hereunderother forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports, forecasts and plans, and maintains its principal executive office at the address set forth hereinthat Parent, Buyer and Merger Sub have not relied on any such estimates, projections, budgets, pipeline reports or other forecasts or plans. (b) Seller and the executionCompany each acknowledge that it has conducted to its satisfaction an independent investigation of the financial condition, delivery results of operations, assets, liabilities, properties and performance projected operations of Parent, Buyer and Merger Sub, that Seller and the Company and their respective representatives have been provided access to the properties, records and personnel of Parent, Buyer and Merger Sub for this Agreement has been duly authorized purpose, and, in making the determination to proceed with the transactions contemplated by all necessary actions this Agreement, Seller and the Company have relied solely and exclusively on the representations and warranties of Merchant Parent, Buyer and this Agreement constitutes a valid Merger Sub expressly and binding obligation of Merchant enforceable against Merchant specifically set forth in accordance with its terms and conditionsArticle 5, as qualified by the Schedules attached hereto, and the consent representations and warranties of no the parties to the other entity Transaction Documents (and has not relied on any other representations, warranties, statements or person is required other information). Such representations and warranties constitute the sole and exclusive representations and warranties to Seller and the Company in connection with the transactions contemplated hereby, and Seller and the Company each understand, acknowledge and agree (on behalf of itself and its Affiliates, officers, directors, employees, partners, equityholders, members, agents, attorneys, representatives, successors or permitted assigns (collectively, the “Seller Parties”)) that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of Parent, Buyer and Merger Sub, or the quality, quantity or condition of Parent’s, Buyer’s and Merger Sub’s assets) are specifically disclaimed by Parent, Buyer and Merger Sub. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (AS QUALIFIED BY THE SCHEDULES ATTACHED HERETO) OR ANY OTHER TRANSACTION 115787664v1 DOCUMENT, NONE OF PARENT, BUYER AND MERGER SUB MAKES OR PROVIDES, AND SELLER AND THE COMPANY HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF PARENT’S, BUYER’S AND MERGER SUB’S ASSETS OR ANY PART THEREOF. In connection with the investigation of Parent, Buyer and Merger Sub by Seller and the Company, Seller and the Company may have received certain projections, including projected statements of operating revenues and income from operations of Parent, Buyer and Merger Sub and certain business plan information. Seller and the Company each acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, budgets, pipeline reports and other forecasts and plans, that Seller and the Company are familiar with such uncertainties and are taking full responsibility for Merchant making their own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to fully perform all it or made available to it or any of its obligations hereinagents, representatives, lenders or Affiliates, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Accordingly, Seller and the Company each hereby acknowledge (con behalf of itself and the other Seller Parties) all ticketing that, except as expressly provided in this Agreement (as qualified by the Schedules attached hereto) or any other Transaction Document, none of Merchandise at Parent, Buyer and Merger Sub nor any of their respective Affiliates, officers, directors, employees, partners, members, agents, attorneys, representatives, successors or permitted assigns is making any representation or warranty with respect to such estimates, projections, budgets, pipeline reports and other forecasts and plans, including the Stores has been reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports, forecasts and will be done in accordance with Merchant’s customary ticketing practices; (d) all normal course hard markdowns on the Merchandise have beenplans, and will be, taken consistent with customary Merchant’s practices, and (e) the Stores will be operated in the ordinary course of business in all respects, other than those expressly agreed to by Merchant and Agent. (ii) Agent warrants, represents, covenants and agrees that (a) Agent is a company duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform the Agent’s obligations hereunder, and maintains its principal executive office at the addresses set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Agent and this Agreement constitutes a valid and binding obligation of Agent enforceable against Agent in accordance with its terms and conditions, Seller and the consent of no Company have not relied on any such estimates, projections, budgets, pipeline reports or other entity forecasts or person is required for Agent to fully perform all of its obligations herein, (c) Agent shall comply with and act in accordance with any and all applicable state and local laws, rules, and regulations, and other legal obligations of all governmental authorities, (d) no non-emergency repairs or maintenance in the Stores will be conducted without Merchant’s prior written consent, and (e) Agent will not take any disciplinary action against any employee of Merchantplans.

Representations, Warranties, Covenants and Agreements. (i) Merchant warrantsof the ------------------------------------------------------------ Company. The Company represents and warrants to, represents, and covenants ------- and agrees that with, the Secured Party as follows: (a) Merchant is a company duly organized, validly existing and in good standing under The Company has the laws of its state of organization, with full requisite corporate power and authority to execute and deliver enter into this Agreement and otherwise to perform carry out its obligations hereunderthereunder. The execution, delivery and maintains performance by the Company of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company. This Agreement constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its principal executive office at terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the address set forth herein, enforcement of creditor's rights generally. (b) The Company represents and warrants that it has no place of business or offices where its respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto; (c) The Company is the sole owner of the Collateral (except for non-exclusive licenses granted by the Company in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interest in and to pledge the Collateral, except as set forth on Schedule C. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral, except as set forth on Schedule C. So long as this Agreement shall be in effect, the Company shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement), except as set forth on Schedule C. (d) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Company's use of any Collateral violates the rights of any third party. There has been no adverse decision to the Company's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Company's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the Company, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (e) The Company shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party valid, perfected and continuing first priority liens in the Collateral. (f) This Agreement creates in favor of the Secured Party a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in the immediately following sentence, a perfected first priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either (i) for the grant by the Company of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions the Company or (ii) for the perfection of Merchant and this Agreement constitutes a valid and binding obligation of Merchant enforceable against Merchant in accordance with its terms and conditions, and or exercise by the consent of no other entity or person is required for Merchant to fully perform all Secured Party of its obligations herein, (c) all ticketing of Merchandise at the Stores has been rights and will be done in accordance with Merchant’s customary ticketing practices; (d) all normal course hard markdowns on the Merchandise have been, and will be, taken consistent with customary Merchant’s practices, and (e) the Stores will be operated in the ordinary course of business in all respects, other than those expressly agreed to by Merchant and Agentremedies hereunder. (iig) Agent warrantsOn the date of execution of this Agreement, representsthe Company will deliver to the Secured Party one or more executed UCC financing statements on Form-1 with respect to the Security Interest for filing with the jurisdictions indicated on Schedule B, covenants and agrees that (a) Agent is a company duly organized, validly existing attached hereto and in good standing under such other jurisdictions as may be requested by the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform the Agent’s obligations hereunder, and maintains its principal executive office at the addresses Secured Party. (h) Except as set forth hereinon Schedule C, (b) the execution, delivery and performance of this Agreement has been duly authorized does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default, under any agreement to which the Company is a party or by which the Company is bound. No consent (including, without limitation, from stock holders or creditors of the Company) is required for the Company to enter into and perform its obligations hereunder. (i) The Company shall at all necessary actions times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of Agent and the Secured Party until this Agreement constitutes a valid and binding obligation the Security Interest hereunder shall terminate pursuant to Section 11. The Company hereby agrees to defend the same against any and all persons. The Company shall safeguard and protect all Collateral for the account of Agent enforceable against Agent the Secured Party. At the request of the Secured Party, the Company will sign and deliver to the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in accordance with its terms form reasonably satisfactory to the Secured Party and conditionswill pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Company shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Company shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (j) The Company will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted by the Company in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of no the Secured Party. (k) The Company shall keep and preserve its Equipment, Inventory and other entity tangible Collateral in good condition, repair and order and shall not operate or person is required for Agent locate any such Collateral (or cause to fully perform be operated or located) in any area excluded from insurance coverage. (l) The Company shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party's security interest therein. (m) The Company shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company's intellectual property ("Intellectual Property Security Agreement") in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (n) The Company shall permit the Secured Party and its obligations herein, (c) Agent shall comply with representatives and act in accordance with agents to inspect the Collateral at any and all applicable state and local laws, rulestime, and regulationsto make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (o) The Company will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (p) The Company shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal obligations process levied against any Collateral and of any other information received by the Company that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder. (q) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Company with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (r) Schedule A attached hereto contains a list of all governmental authorities, (d) no non-emergency repairs or maintenance in of the Stores will be conducted without Merchant’s prior written consent, and (e) Agent will not take any disciplinary action against any employee subsidiaries of MerchantCompany.

Representations, Warranties, Covenants and Agreements. By executing and delivering this Surrender Agreement (iincluding the spousal consent signed by the RSU Holder’s spouse, if applicable) Merchant warrantsand in consideration of receiving the amounts due as consideration under Section B above, representsthe RSU Holder represents and warrants to the Surviving Corporation, Parent, the Company and the Paying Agent, and/or covenants and agrees that (a) Merchant is a company duly organizedwith the Surviving Corporation, validly existing Parent, the Company and in good standing under the laws of its state of organizationPaying Agent, with full power as applicable, as follows: 1. The RSU Holder has the right, power, authority and authority capacity to execute execute, deliver and deliver perform this Surrender Agreement and to perform its obligations hereunder, and maintains its principal executive office at consummate the address set forth herein, (b) the execution, delivery and performance of this transactions contemplated hereby. This Surrender Agreement has been duly authorized and validly executed and delivered by all necessary actions of Merchant the RSU Holder and this Agreement constitutes a the RSU Holder’s valid and binding obligation of Merchant obligation, enforceable against Merchant in accordance with its terms and conditions, and the consent of no except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other entity similar laws now or person is required for Merchant hereafter in effect relating to fully perform all of its obligations herein, (c) all ticketing of Merchandise at the Stores has been and will be done in accordance with Merchant’s customary ticketing practices; (d) all normal course hard markdowns on the Merchandise have been, and will be, taken consistent with customary Merchant’s practices, creditors’ rights generally and (eii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). 2. The RSU Holder is the Stores will be operated in record owner of the ordinary course RSUs surrendered hereby and has not transferred or assigned such RSUs to any other Person. The RSUs owned by the RSU Holder are free and clear of business in all respectsany liens, restrictions, claims, equities, charges, pledges, security interests, options, rights of first refusal or other encumbrances of any nature whatsoever (collectively, “Liens”), other than those expressly agreed Liens pursuant to by Merchant the RSU Award Agreement or the Equity Compensation Plan. Subject to the terms of the RSU Award Agreement and Agent. (ii) Agent warrantsthe Equity Compensation Plan, representsthe undersigned RSU Holder has the exclusive right, covenants and agrees that (a) Agent is a company duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to execute transfer or surrender the RSUs owned by the RSU Holder. Except for the Equity Compensation Plan and deliver this Agreement the RSU Holder’s RSU Award Agreement, the RSU Holder is not a party to, or bound by, any agreement affecting or relating to the RSU Holder’s right to transfer or surrender the RSUs owned by the RSU Holder. 3. The RSU Holder acknowledges that he or she has received a copy of the Merger Agreement. 4. As contemplated by the Merger Agreement, the undersigned hereby makes, constitutes and accepts the appointment of Mx SR LLC as Securityholders Representative (acting by or through any one or more of its officers), and any replacement or successor to the Securityholders Representative appointed in accordance with Section 2.4 of the Merger Agreement, as the undersigned’s representative for and in the undersigned’s name, place, and stead and for its use and benefit, to act on behalf of the undersigned pursuant to the terms and conditions set forth in the Merger Agreement, including, without limitation, Section 2.4, Article V and Article XI thereof, and to perform the Agent’s obligations hereunderprepare, execute, certify, acknowledge, swear to, file, deliver, or record any and all agreements, instruments or other documents, and maintains to take any and all actions, that are within the scope and authority of the Securityholders Representative as provided for and described in Section 2.4 of the Merger Agreement. This grant of authority (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of the undersigned and shall be binding on any successor thereto, and (ii) shall survive until all funds in the Adjustment Escrow Account, Fixed Escrow Account and the Securityholders Representative Escrow Account have been distributed. Without in any way limiting the terms and provisions of the Merger Agreement, the undersigned agrees to be bound by the provisions of the Merger Agreement regarding the Securityholders Representative, including, without limitation, Section 2.4 thereof and further agrees to indemnify and hold harmless and defend the Securityholders Representative pursuant to, and solely to the extent provided in, Section 2.4(g) of the Merger Agreement. The undersigned agrees to be bound by the provisions of Section 2.4 of the Merger Agreement which permit Parent or the Surviving Corporation to act in the event the Securityholders Representative has resigned and no replacement Securityholders Representative shall have been designated in accordance with the terms of the Merger Agreement. 5. Parent, Merger Sub, the Surviving Corporation and its principal executive office Subsidiaries shall be entitled to rely exclusively upon the communications of the Securityholders Representative relating to the matters set forth in Section 2.4 of the Merger Agreement as the communications of the undersigned. None of Parent, Merger Sub or the Surviving Corporation (a) shall have any further obligation to confirm the authority of the Securityholders Representative to act on behalf of the undersigned, or (b) shall be held liable or accountable in any manner for any act or omission of the Securityholders Representative in such capacity. 6. The undersigned RSU Holder hereby irrevocably releases, acquits and forever discharges Parent, the Company, Merger Sub and the Surviving Corporation, and each of their respective officers, directors, partners, general partners, limited partners, managing directors, members, stockholders, trustees, representatives, employees, principals, agents, Affiliates, parents, subsidiaries (direct and indirect), joint ventures, predecessors, successors, assigns, beneficiaries, heirs, executors, personal or legal representatives, insurers and attorneys of any of them (collectively, the “Released Parties”) from any and all actions, claims, counterclaims, suits, causes of action, damages, demands and liabilities, of every kind and nature whatsoever, past, present or future, at law or in equity, whether known or unknown, contingent or otherwise, relating to or arising out of the addresses RSU Holder’s ownership or acquisition of the Common Stock, RSUs or other securities of the Company (collectively, “Released Claims”); provided, that, in no event shall the Released Claims include any claims the undersigned may have against the Company or the Surviving Corporation for payment of salary, wages or other benefits accrued or owing on or prior to the date of the Merger. The undersigned RSU Holder hereby represents that the RSU Holder has not assigned any Released Claims or possible Released Claims against any Released Party. The undersigned RSU Holder covenants and agrees not to institute any litigation, lawsuit, claim or action against any of the Released Parties with respect to the Released Claims. The undersigned RSU Holder hereby represents and warrants that the RSU Holder has access to adequate information regarding the terms of the Merger Agreement, the scope and effect of the general release set forth herein, (b) and all other matters encompassed by such release, to make an informed and knowledgeable decision with regard to granting this release. The undersigned RSU Holder further represents and warrants that he, she or it has not relied upon the executionCompany, delivery Parent or any other Released Parties in deciding to grant this general release and performance has instead made his, her or its own independent analysis and decision to grant this release. The undersigned RSU Holder acknowledges and agrees that the merger consideration payable to the RSU Holder under the Merger Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Surrender Agreement. 7. The undersigned RSU Holder acknowledges and agrees that each of the Surviving Corporation, Parent and the Paying Agent and the other Released Parties, is a third party beneficiary of this Agreement has been duly authorized by all necessary actions of Agent and this Agreement constitutes a valid and binding obligation of Agent enforceable against Agent Surrender Agreement, including, without limitation, the release set forth in accordance with its terms and conditionsSection C.6 above, and shall be entitled to enforce the consent provisions herein against the RSU Holder to the same extent as if they were parties hereto. 8. The undersigned will, upon request, execute and deliver any additional documents deemed by Parent or the Surviving Corporation to be reasonably necessary or desirable to complete the cancellation and surrender of no other entity or person is required for Agent to fully perform all of its obligations herein, (c) Agent shall comply with and act in accordance with any and all applicable state and local laws, rules, and regulations, and other legal obligations of all governmental authorities, (d) no non-emergency repairs or maintenance in the Stores will be conducted without Merchant’s prior written consent, and (e) Agent will not take any disciplinary action against any employee of MerchantCompany Restricted Share Units surrendered hereby.

Representations, Warranties, Covenants and Agreements. (i) Merchant warrants, represents, covenants and agrees that (a) Merchant is INVESTOR REPRESENTATIONS, WARRANTIES AND COVENANTS. The Investor represents, warrants and agrees as follows: (1) The Investor has received and reviewed copies of the Registration Statement and the Prospectus, including all documents incorporated by reference therein and amendments thereto, and understands that no Person has been authorized to give any information or to make any representations that were not contained in the Registration Statement and the Prospectus, and the Investor has not relied on any such other information or representations in making a company duly organizeddecision to purchase the Investor Shares. The Investor understands that an investment in the Company involves a high degree of risk for the reasons, validly existing and in good standing among others, set forth under the laws caption "RISK FACTORS" in the Prospectus Supplement. (2) The Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the accuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its state investment decision, the Investor has not relied on any representation not set forth in this Agreement, the Registration Statement or the Prospectus, on the placement agent (Xxxxxxx Xxxxx & Company, L.L.C.) or any Person affiliated with the placement agent, or on the fact that any other Person has decided to invest in the Offered Shares. (3) The execution and delivery of organization, with full power and authority to execute and deliver this Agreement by the Investor and to perform its obligations hereunder, and maintains its principal executive office at the address set forth herein, (b) the execution, delivery and performance of this Agreement has and the consummation by the Investor of the transactions contemplated hereby have been duly authorized by all necessary actions (corporate, in the case of Merchant a corporation) action of the Investor, and this Agreement constitutes Agreement, when duly executed and delivered by the Investor, will constitute a valid and legally binding obligation of Merchant instrument, enforceable against Merchant in accordance with its terms against the Investor, except as enforcement hereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors' rights generally and conditions, and the consent except as enforcement hereof is subject to general principles of no other entity equity (regardless of whether enforcement is considered in a proceeding in equity or person is required for Merchant to fully perform all of its obligations herein, (c) all ticketing of Merchandise at the Stores has been and will be done in accordance with Merchant’s customary ticketing practices; (d) all normal course hard markdowns on the Merchandise have been, and will be, taken consistent with customary Merchant’s practices, and (e) the Stores will be operated in the ordinary course of business in all respects, other than those expressly agreed to by Merchant and Agentlaw). (ii4) Agent warrantsNo state, representsfederal or foreign regulatory approvals, covenants and agrees that (a) Agent is a company duly organizedpermits, validly existing and in good standing under licenses or consents or other contractual or legal obligations are required for the laws of its state of organization, with full power and authority Investor to execute and deliver enter into this Agreement and to perform or purchase the Agent’s obligations hereunder, and maintains its principal executive office at the addresses set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Agent and this Agreement constitutes a valid and binding obligation of Agent enforceable against Agent in accordance with its terms and conditions, and the consent of no other entity or person is required for Agent to fully perform all of its obligations herein, (c) Agent shall comply with and act in accordance with any and all applicable state and local laws, rules, and regulations, and other legal obligations of all governmental authorities, (d) no non-emergency repairs or maintenance in the Stores will be conducted without Merchant’s prior written consent, and (e) Agent will not take any disciplinary action against any employee of MerchantInvestor Shares.