Common use of Securities Act Matters Clause in Contracts

Securities Act Matters. (a) Each of the Term Loan C Lenders severally represents and warrants to the Parent as of the date hereof and as of the date of the issuance of the Warrants that: (i) Such Lender is acquiring the Warrants hereunder for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of such Lender at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock held by it. (ii) Such Lender is an "accredited investor" within the meaning of Regulation D under the Securities Act. (iii) Such Lender acknowledges that, subject to the Registration Rights Agreement (A) the Warrants and the Warrant Stock have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Stock are not so registered, such Lender must bear the economic risk of holding the Warrants and the Warrant Stock for an indefinite period of time unless the Warrants and the Warrant Stock are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Stock in the future; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Stock, there is no assurance that such market will be in existence in the future. (iv) If such Lender decides to dispose of the Warrants or the Warrant Stock, which it does not now contemplate, that such Lender can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act. (v) Such Lender acknowledges that (A) it has had ready access to any and all documents which he deems relevant to the acquisition of the Warrants and the Warrant Stock; (B) to such Lender's knowledge, no requested information, oral or written, has been withheld from such Lender by Parent; (C) Parent has made available to such Lender, during the course of the transaction and prior to the issuance of Warrant Stock the opportunity to ask questions of, and receive answers from, Parent and its officers concerning Parent, and to obtain any additional information, to the extent Parent possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of information contained in the written materials delivered to such Lender by Parent and concerning Parent; and (D) it has reviewed or had the opportunity to review all documents filed publicly of record by Parent with the Securities and Exchange Commission. (vi) Such Lender will not sell or otherwise transfer the shares of the Warrant Stock in a public market transaction until the holding period for restricted securities set forth in Rule 144(d)(1), as it may be amended from time to time, has been satisfied or pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act. (b) The Parent represents and warrants to each of the Term Loan C Lenders as of the date hereof and as of the date of the issuance of the Warrants that: (i) Assuming the truth and accuracy of such Lender's representations and warranties contained in Section 13.02(a), the issuance of the Warrants to hereunder and the issuance of shares of Common Stock to such Lender pursuant to the Warrants are exempt from the registration and prospectus delivery requirements of the Securities Act. (ii) All stock and securities of the Parent heretofore issued and sold by the Parent were, and all securities of the Parent issued and sold by the Parent on and after the date hereof are or will be issued and sold in accordance with, or are or will be exempt from, the registration and prospectus delivery requirements of the Securities Act. (c) The Parent agrees that neither it nor any Person acting on its behalf has offered or will offer the Warrants or Warrant Stock or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of the Warrants or Warrant Stock hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act.

Securities Act Matters. (a) Each of the Term Loan C Lenders severally Foothill represents and warrants to the Parent as of the date hereof and as of the date of the issuance of the Warrants that: (i) Such Lender Foothill is acquiring the Warrants hereunder for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of such Lender Foothill at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock held by it. (ii) Such Lender Foothill is an "accredited investor" within the meaning of Regulation D under the Securities ActAct and was not organized for the specific purpose of acquiring the Warrant or the Warrant Stock. (iii) Such Lender acknowledges that, subject Foothill has sufficient knowledge and experience in investing in companies similar to Parent so as to be able to evaluate the Registration Rights Agreement risks and merits of its investment in Parent and is able financially to bear the risks thereof; and (iv) Foothill understands that (A) the Warrants this Warrant and the Warrant Stock have not been registered under the Securities Act, Act in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Stock are not so registered, such Lender must bear the economic risk of holding the Warrants and the Warrant Stock for an indefinite period of time unless the Warrants and the Warrant Stock are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Stock in the future; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Stock, there is no assurance that such market will be in existence in the future. (iv) If such Lender decides to dispose of the Warrants or the Warrant Stock, which it does not now contemplate, that such Lender can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act. (v) Such Lender acknowledges that (A) it has had ready access to any and all documents which he deems relevant to the acquisition of the Warrants and the Warrant Stock; (B) to such Lender's knowledge, no requested information, oral or written, has been withheld from such Lender by Parent; (C) Parent has made available to such Lender, during the course of the transaction and prior to the issuance of Warrant Stock the opportunity to ask questions of, and receive answers from, Parent and its officers concerning Parent, and to obtain any additional information, to the extent Parent possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of information contained in the written materials delivered to such Lender by Parent and concerning Parent; and (D) it has reviewed or had the opportunity to review all documents filed publicly of record by Parent with the Securities and Exchange Commission. (vi) Such Lender will not sell or otherwise transfer the shares of the Warrant Stock in a public market transaction until the holding period for restricted securities set forth in Rule 144(d)(1), as it may be amended from time to time, has been satisfied or pursuant to an effective registration statement under the Securities Act or upon an exemption from the registration requirements of the Securities Act.Act pursuant to Section 4(2) thereof or Rule 506 promulgated under such act and under applicable state securities laws, (B) this Warrant and the Warrant Stock must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and under applicable state securities laws or is exempt from such registration, (C) this Warrant and the Warrant Stock will bear a legend to such effect, and (D) Parent will make a notation on its transfer books to such effect.. (b) The Parent represents and warrants to each of the Term Loan C Lenders as of the date hereof and as of the date of the issuance of the Warrants Foothill that: (i) Assuming the truth and accuracy of such LenderFoothill's representations and warranties contained in Section 13.02(a)the immediately preceding paragraphs, the issuance of the Warrants to Foothill hereunder and the issuance of shares of Common Stock to such Lender Foothill pursuant to the Warrants are exempt from the registration and prospectus delivery requirements of the Securities Act. (ii) All stock and securities of the Parent heretofore issued and sold by the Parent were, and all securities of the Parent issued and sold by the Parent on and after the date hereof are or will be issued and sold in accordance with, or are or will be exempt from, the registration and prospectus delivery requirements of the Securities Act. (ciii) The Parent agrees that neither it nor any Person acting on its behalf has offered or will offer the Warrants or Warrant Stock or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of the Warrants or Warrant Stock hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act.

Securities Act Matters. (a) Each of the Term Loan C Lenders severally represents and Foothill warrants to the Parent as of the date hereof and as of the date of the issuance of the Warrants that: (i) Such Lender Foothill is acquiring the Warrants hereunder and will acquire the Common Stock into which the Warrants are exercisable, for investment purposes, for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of such Lender Foothill at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock Shares held by it. (ii) Such Lender Foothill is an "accredited investor" within the meaning of Regulation D under the Securities Act. (iii) Such Lender acknowledges that, subject to the Registration Rights Agreement (A) the Warrants and the Warrant Stock have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Stock are not so registered, such Lender must bear the economic risk of holding the Warrants and the Warrant Stock for an indefinite period of time unless the Warrants and the Warrant Stock are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Stock in the future; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Stock, there is no assurance that such market will be in existence in the future. (iv) If such Lender decides to dispose of the Warrants or the Warrant Stock, which it does not now contemplate, that such Lender can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act. (v) Such Lender acknowledges that (A) it has had ready access to any and all documents which he deems relevant to the acquisition of the Warrants and the Warrant Stock; (B) to such Lender's knowledge, no requested information, oral or written, has been withheld from such Lender by Parent; (C) Parent has made available to such Lender, during the course of the transaction and prior to the issuance of Warrant Stock the opportunity to ask questions of, and receive answers from, Parent and its officers concerning Parent, and to obtain any additional information, to the extent Parent possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of information contained in the written materials delivered to such Lender by Parent and concerning Parent; and (D) it has reviewed or had the opportunity to review all documents filed publicly of record by Parent with the Securities and Exchange Commission. (vi) Such Lender will not sell or otherwise transfer the shares of the Warrant Stock in a public market transaction until the holding period for restricted securities set forth in Rule 144(d)(1), as it may be amended from time to time, has been satisfied or pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act. (b) The Parent represents and warrants to each of the Term Loan C Lenders as of the date hereof and as of the date of the issuance of the Warrants Foothill that: (i) Assuming the truth and accuracy of such LenderFoothill's representations and warranties contained in Section 13.02(a)the preceding paragraph, the issuance of the Warrants to Foothill hereunder and the issuance of shares of Common Stock to such Lender Foothill pursuant to the Warrants are exempt from the registration and prospectus delivery requirements of the Securities Act. (ii) All stock and securities of the Parent heretofore issued and sold by the Parent were, and all securities of the Parent issued and sold by the Parent on and after the date hereof are or will be issued and sold in accordance with, or are or will be exempt from, the registration and prospectus delivery requirements of the Securities Act. (ciii) The Parent agrees that neither it nor any Person acting on its behalf has offered or will offer the Warrants or Warrant Stock Shares or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of the Warrants or Warrant Stock Shares hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act. (iv) Parent is not and, upon issuance of the Warrant or the Warrant Shares, will not be an "investment company," a company controlled by an "investment company" or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended.

Securities Act Matters. (a) Each of the Term Loan C Lenders severally represents and Foothill warrants to the Parent as of the date hereof and as of the date of the issuance of the Warrants Borrower that: (i) Such Lender Foothill is acquiring the Warrants hereunder and will acquire the Common Stock into which the Warrants are exercisable, for investment purposes, for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of such Lender Foothill at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock held by it. (ii) Such Lender Foothill is an "accredited investor" within the meaning of Regulation D under the Securities Act. (iii) Such Lender acknowledges that, subject to the Registration Rights Agreement (A) the Warrants and the Warrant Stock have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Stock are not so registered, such Lender must bear the economic risk of holding the Warrants and the Warrant Stock for an indefinite period of time unless the Warrants and the Warrant Stock are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Stock in the future; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Stock, there is no assurance that such market will be in existence in the future. (iv) If such Lender decides to dispose of the Warrants or the Warrant Stock, which it does not now contemplate, that such Lender can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act. (v) Such Lender acknowledges that (A) it has had ready access to any and all documents which he deems relevant to the acquisition of the Warrants and the Warrant Stock; (B) to such Lender's knowledge, no requested information, oral or written, has been withheld from such Lender by Parent; (C) Parent has made available to such Lender, during the course of the transaction and prior to the issuance of Warrant Stock the opportunity to ask questions of, and receive answers from, Parent and its officers concerning Parent, and to obtain any additional information, to the extent Parent possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of information contained in the written materials delivered to such Lender by Parent and concerning Parent; and (D) it has reviewed or had the opportunity to review all documents filed publicly of record by Parent with the Securities and Exchange Commission. (vi) Such Lender will not sell or otherwise transfer the shares of the Warrant Stock in a public market transaction until the holding period for restricted securities set forth in Rule 144(d)(1), as it may be amended from time to time, has been satisfied or pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act. (b) The Parent Borrower represents and warrants to each of the Term Loan C Lenders as of the date hereof and as of the date of the issuance of the Warrants Foothill that: (i) Assuming the truth and accuracy of such LenderFoothill's representations and warranties contained in Section 13.02(a)the preceding paragraph, the issuance of the Warrants to Foothill hereunder and the issuance of shares of Common Stock to such Lender Foothill pursuant to the Warrants are exempt from the registration and prospectus delivery requirements of the Securities Act. (ii) All stock and securities of the Parent Borrower heretofore issued and sold by the Parent Borrower were, and all securities of the Parent Borrower issued and sold by the Parent Borrower on and after the date hereof are or will be issued and sold in accordance with, or are or will be exempt from, the registration and prospectus delivery requirements of the Securities Act. (ciii) The Parent Borrower agrees that neither it nor any Person acting on its behalf has offered or will offer the Warrants or Warrant Stock or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of the Warrants or Warrant Stock hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act.

Securities Act Matters. (a) Each Such Shareholder understands that the Zygo Shares, at the time of the Term Loan C Lenders severally represents and warrants to the Parent as of the date hereof and as of the date of the their original issuance of the Warrants that: (i) Such Lender is acquiring the Warrants hereunder for its own accountby Zygo, without a view to the distribution thereof, all without prejudice, however, to the right of such Lender at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock held by it. (ii) Such Lender is an "accredited investor" within the meaning of Regulation D under the Securities Act. (iii) Such Lender acknowledges that, subject to the Registration Rights Agreement (A) the Warrants and the Warrant Stock will not have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Stock are not so registered, such Lender must bear the economic risk of holding the Warrants and the Warrant Stock for an indefinite period of time unless the Warrants and the Warrant Stock are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales any state securities laws by reason of the Warrants or the Warrant Stock their issuance in the future; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Stock, there is no assurance that such market will be in existence in the future. (iv) If such Lender decides to dispose of the Warrants or the Warrant Stock, which it does not now contemplate, that such Lender can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption transaction exempt from the registration requirements of the Securities Act, as then in effect or through an effective registration statement Act and applicable state securities laws and that such Zygo Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities ActAct and applicable state securities laws or is exempt from such registration. Zygo has undertaken to so file a registration statement with the Commission as promptly as practicable after the Closing Date and to use its reasonable good faith efforts to have the Zygo Shares so registered for resale as promptly as practicable thereafter, as provided in Section 2.02 hereof. (vb) Such Lender acknowledges Shareholder is acquiring the Zygo Shares for such Shareholder's own account and not with a view to, or for sale in connection with, directly or indirectly, any distribution thereof that would require registration under the Securities Act or applicable state securities laws. (Ac) it has had ready access to any Such Shareholder and all documents which he deems relevant to the acquisition of the Warrants such Shareholder's, attorneys, accountants, investment and the Warrant Stock; (B) to such Lender's knowledgefinancial advisors, no requested informationif any, oral or written, has been withheld from such Lender by Parent; (C) Parent has made available to such Lender, during the course of the transaction and prior to the issuance of Warrant Stock the opportunity to ask questions of, and receive answers from, Parent and its officers concerning Parent, and to obtain any additional information, to the extent Parent possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of information contained in the written materials delivered to such Lender by Parent and concerning Parent; and (D) it has reviewed or have had the opportunity to review all documents filed publicly the books and records of record by Parent with the Securities Acquiror and Exchange Commissionhave been provided access to such information as such Shareholder or such Shareholder's advisors, if any, have requested. (vid) Such Lender Shareholder understands that the Zygo Shares, until they are registered as contemplated by Section 2.02 hereof, will not sell bear the following legend (or otherwise transfer the shares of the Warrant Stock in a public market transaction until the holding period for restricted securities set forth in Rule 144(d)(1)substantially similar legend): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, as it may be amended from time to timeAS AMENDED, has been satisfied or pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities ActAPPLIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) The Parent represents and warrants to each of the Term Loan C Lenders as of the date hereof and as of the date of the issuance of the Warrants that: (i) Assuming the truth and accuracy of such Lender's representations and warranties contained in Section 13.02(a), the issuance of the Warrants to hereunder and the issuance of shares of Common Stock to such Lender pursuant to the Warrants are exempt from the registration and prospectus delivery requirements of the Securities Act. (ii) All stock and securities of the Parent heretofore issued and sold by the Parent were, and all securities of the Parent issued and sold by the Parent on and after the date hereof are or will be issued and sold in accordance with, or are or will be exempt from, the registration and prospectus delivery requirements of the Securities Act. (c) The Parent agrees that neither it nor any Person acting on its behalf has offered or will offer the Warrants or Warrant Stock or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of the Warrants or Warrant Stock hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act."

Securities Act Matters. (a) Each of the Term Loan C Lenders severally Warrant Holder represents and warrants to the Parent as of the date hereof and as of the date of the issuance of the Warrants Borrower that: (i) Such Lender it is acquiring the Warrants hereunder for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of such Lender any Warrant Holder at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock held by it., (ii) Such Lender it is an "“accredited investor" ” within the meaning of Regulation D under the Securities Act., and (iii) Such Lender acknowledges it understands that, subject to as of the Registration Rights Agreement (A) date of issuance of the Warrants, the Warrants and the Warrant Stock have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because that they may not be resold unless they are registered under such act or an exemption from registration is available, and the Warrants and the Warrant Stock are not so registered, such Lender must bear the economic risk of holding the Warrants and the Warrant Stock for an indefinite period of time unless the Warrants and the Warrant Stock are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Stock in the future; (D) there is presently no trading market for the Warrants and there is no assurance that such market Shares will exist in the future; and (E) while there is presently a trading market for the Warrant Stock, there is no assurance that such market will be in existence in the future. (iv) If such Lender decides contain appropriate restrictive legends to dispose of the Warrants or the Warrant Stock, which it does not now contemplate, that such Lender can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act. (v) Such Lender acknowledges that (A) it has had ready access to any and all documents which he deems relevant to the acquisition of the Warrants and the Warrant Stock; (B) to such Lender's knowledge, no requested information, oral or written, has been withheld from such Lender by Parent; (C) Parent has made available to such Lender, during the course of the transaction and prior to the issuance of Warrant Stock the opportunity to ask questions of, and receive answers from, Parent and its officers concerning Parent, and to obtain any additional information, to the extent Parent possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of information contained in the written materials delivered to such Lender by Parent and concerning Parent; and (D) it has reviewed or had the opportunity to review all documents filed publicly of record by Parent with the Securities and Exchange Commission. (vi) Such Lender will not sell or otherwise transfer the shares of the Warrant Stock in a public market transaction until the holding period for restricted securities set forth in Rule 144(d)(1), as it may be amended from time to time, has been satisfied or pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Actthis effect. (b) The Parent Borrower represents and warrants to each of the Term Loan C Lenders as of the date hereof and as of the date of the issuance of the Warrants Warrant Holder that: (i) Assuming the truth and accuracy of such Lender's each Warrant Holder’s representations and warranties contained in Section 13.02(a)the immediately preceding paragraphs, the issuance of the Warrants to each Warrant Holder hereunder and the issuance of shares of Common Stock to such Lender each Warrant Holder pursuant to the Warrants are exempt from the registration and prospectus delivery requirements of the Securities Act., and (ii) All stock and securities of the Parent Borrower heretofore issued and sold by the Parent Borrower were, and all securities of the Parent Borrower issued and sold by the Parent Borrower on and after the date hereof are or will be issued and sold in accordance with, or are or will be exempt from, the registration and prospectus delivery requirements of the Securities Act. (c) The Parent Borrower agrees that neither it nor any Person acting on its behalf has offered or will offer the Warrants or Warrant Stock or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of the Warrants or Warrant Stock hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act.

Securities Act Matters. (a) Each of the Term Loan C Lenders severally Holder represents and warrants to the Parent as of the date hereof and as of the date of the issuance of the Warrants that: (i) Such Lender Holder is acquiring the Warrants hereunder for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of such Lender Holder at any time, in accordance with this AgreementReorganization Plan, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock held by itit after the fifth anniversary of the Effective Date or, prior to such fifth anniversary, to any Affiliate of Holder. (ii) Such Lender Holder is an "accredited investor" within the meaning of Regulation D under the Securities ActAct and was not organized for the specific purpose of acquiring the Warrant or the Warrant Stock. (iii) Such Lender acknowledges that, subject Holder has sufficient knowledge and experience in investing in companies similar to Parent so as to be able to evaluate the Registration Rights Agreement risks and merits of its investment in Parent and is able financially to bear the risks thereof; and (iv) Holder understands that (A) the Warrants this Warrant and the Warrant Stock have not been registered under the Securities Act, Act in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Stock are not so registered, such Lender must bear the economic risk of holding the Warrants and the Warrant Stock for an indefinite period of time unless the Warrants and the Warrant Stock are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Stock in the future; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Stock, there is no assurance that such market will be in existence in the future. (iv) If such Lender decides to dispose of the Warrants or the Warrant Stock, which it does not now contemplate, that such Lender can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act. (v) Such Lender acknowledges that (A) it has had ready access to any and all documents which he deems relevant to the acquisition of the Warrants and the Warrant Stock; (B) to such Lender's knowledge, no requested information, oral or written, has been withheld from such Lender by Parent; (C) Parent has made available to such Lender, during the course of the transaction and prior to the issuance of Warrant Stock the opportunity to ask questions of, and receive answers from, Parent and its officers concerning Parent, and to obtain any additional information, to the extent Parent possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of information contained in the written materials delivered to such Lender by Parent and concerning Parent; and (D) it has reviewed or had the opportunity to review all documents filed publicly of record by Parent with the Securities and Exchange Commission. (vi) Such Lender will not sell or otherwise transfer the shares of the Warrant Stock in a public market transaction until the holding period for restricted securities set forth in Rule 144(d)(1), as it may be amended from time to time, has been satisfied or pursuant to an effective registration statement under the Securities Act or upon an exemption from the registration requirements of the Securities ActAct pursuant to Section 4(2) thereof or Rule 506 promulgated under such act and under applicable state securities laws, (B) this Warrant and the Warrant Stock must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and under applicable state securities laws or is exempt from such registration, (C) this Warrant and the Warrant Stock will bear a legend to such effect, and (D) Parent will make a notation on its transfer books to such effect. (b) The Parent represents and warrants to each of the Term Loan C Lenders as of the date hereof and as of the date of the issuance of the Warrants Holder that: (i) Assuming the truth and accuracy of such LenderHolder's representations and warranties contained in Section 13.02(a)the immediately preceding paragraphs, the issuance of the Warrants to Holder hereunder and the issuance of shares of Common Stock to such Lender Holder pursuant to the Warrants are exempt from the registration and prospectus delivery requirements of the Securities Act. (ii) All stock and securities of the Parent heretofore issued and sold by the Parent were, and all securities of the Parent issued and sold by the Parent on and after the date hereof are or will be issued and sold in accordance with, or are or will be exempt from, the registration and prospectus delivery requirements of the Securities Act. (ciii) The Parent agrees that neither it nor any Person acting on its behalf has offered or will offer the Warrants or Warrant Stock or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of the Warrants or Warrant Stock hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act.

Securities Act Matters. (a) Each of the Lender with a Term B Loan C Lenders severally Commitment represents and warrants to the Parent as of the date hereof and as of the date of the issuance of the Warrants that: (i) Such Lender is acquiring the Warrants hereunder for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of such Lender at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock held by it. (ii) Such Lender is an "accredited investor" within the meaning of Regulation D under the Securities Act. (iii) Such Lender acknowledges that, subject to the Registration Rights Agreement (A) the Warrants and the Warrant Stock have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Stock are not so registered, such Lender must bear the economic risk of holding the Warrants and the Warrant Stock for an indefinite period of time unless the Warrants and the Warrant Stock are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Stock in the future; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Stock, there is no assurance that such market will be in existence in the future. (iv) If such Lender decides to dispose of the Warrants or the Warrant Stock, which it does not now contemplate, that such Lender can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act. (v) Such Lender acknowledges that (A) it has had ready access to any and all documents which he deems relevant to the acquisition of the Warrants and the Warrant Stock; (B) to such Lender's knowledge, no requested information, oral or written, has been withheld from such Lender by Parent; (C) Parent has made available to such Lender, during the course of the transaction and prior to the issuance of Warrant Stock the opportunity to ask questions of, and receive answers from, Parent and its officers concerning Parent, and to obtain any additional information, to the extent Parent possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of information contained in the written materials delivered to such Lender by Parent and concerning Parent; and (D) it has reviewed or had the opportunity to review all documents filed publicly of record by Parent with the Securities and Exchange Commission. (vi) Such Lender will not sell or otherwise transfer the shares of the Warrant Stock in a public market transaction until the holding period for restricted securities set forth in Rule 144(d)(1), as it may be amended from time to time, has been satisfied or pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act. (b) The Parent represents and warrants to each of the Lender with a Term B Loan C Lenders as of the date hereof and as of the date of the issuance of the Warrants Commitment that: (i) Assuming the truth and accuracy of such Lender's the Lenders' representations and warranties contained in Section 13.02(a), the issuance of the Warrants to the Lenders hereunder and the issuance of shares of Common Stock to such Lender the Lenders pursuant to the Warrants are exempt from the registration and prospectus delivery requirements of the Securities Act. (ii) All stock and securities of the Parent heretofore issued and sold by the Parent were, and all securities of the Parent issued and sold by the Parent on and after the date hereof are or will be be, issued and sold in accordance withwith all applicable laws including, or are or will be exempt fromwithout limitation, the registration and prospectus delivery requirements of the Securities Act. (ciii) The Parent agrees that neither it nor any Person acting on its behalf has offered or will offer the Warrants or Warrant Stock or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of the Warrants or Warrant Stock hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act.

Securities Act Matters. (a) Each of The parties acknowledge that the Term Loan C Lenders severally represents and warrants Delaware Parent Stock to be issued to the Parent as of Stockholders in connection with the date hereof and as of the date of the issuance of the Warrants that: (i) Such Lender is acquiring the Warrants hereunder for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of such Lender at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock held by it. (ii) Such Lender is an "accredited investor" within the meaning of Regulation D under the Securities Act. (iii) Such Lender acknowledges that, subject to the Registration Rights Agreement (A) the Warrants and the Warrant Stock have Merger will not been be registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Stock are not so registered, such Lender must bear the economic risk of holding the Warrants and the Warrant Stock for an indefinite period of time unless the Warrants and the Warrant Stock are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Stock in the future; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Stock, there is no assurance that such market will be in existence in the future. (iv) If such Lender decides to dispose of the Warrants or the Warrant Stock, which it does not now contemplate, that such Lender can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act. (v) Such Lender acknowledges that (A) it has had ready access to any and all documents which he deems relevant to the acquisition of the Warrants and the Warrant Stock; (B) to such Lender's knowledge, no requested information, oral or written, has been withheld from such Lender by Parent; (C) Parent has made available to such Lender, during the course of the transaction and prior to the issuance of Warrant Stock the opportunity to ask questions of, and receive answers from, Parent and its officers concerning Parent, and to obtain any additional information, to the extent Parent possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of information contained in the written materials delivered to such Lender by Parent and concerning Parent; and (D) it has reviewed or had the opportunity to review all documents filed publicly of record by Parent with the Securities and Exchange Commission. (vi) Such Lender will not sell or otherwise transfer the shares of the Warrant Stock in a public market transaction until the holding period for restricted securities set forth in Rule 144(d)(1), as it may be amended from time to time, has been satisfied or pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act. (b) The Each certificate representing Delaware Parent represents Common Stock and warrants Delaware Parent Preferred Stock issued to each of the Term Loan C Lenders as of Stockholders shall be stamped or otherwise imprinted with a legend in substantially the date hereof and as of the date of the issuance of the Warrants that: following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (i) Assuming the truth and accuracy of such Lender's representations and warranties contained in Section 13.02(aTHE “ACT”), the issuance of the Warrants to hereunder and the issuance of shares of Common Stock to such Lender pursuant to the Warrants are exempt from the registration and prospectus delivery requirements of the Securities ActOR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE CORPORATION’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (ii) All stock and securities of the Parent heretofore issued and sold by the Parent were, and all securities of the Parent issued and sold by the Parent on and after the date hereof are or will be issued and sold in accordance with, or are or will be exempt from, the registration and prospectus delivery requirements of the Securities Act.” (c) The Each certificate representing Delaware Parent agrees that neither it nor any Person acting on its behalf has offered Common Stock, other than certificates representing Unrestricted Shares, shall be stamped or will offer otherwise imprinted with a legend in substantially the Warrants following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN MAY NOT BE DIRECTLY OR INDIRECTLY SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR DISPOSED OF PRIOR TO [*], 202[*]1, EXCEPT AS PROVIDED IN THAT CERTAIN AGREEMENT AND PLAN OF MERGER DATED APRIL 16, 2024 AMONG THE COMPANY AND TRILLER, CORP., AND CERTAIN OTHER PARTIES, A COPY OF WHICH AGREEMENT IS ON FILE AT THE OFFICE OF THE COMPANY. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY. ANY PURPORTED TRANSFER IN VIOLATION OF THAT AGREEMENT SHALL BE VOID.” 1 165 days after Closing (d) Each certificate representing Delaware Parent Preferred Stock shall be stamped or Warrant Stock or any part thereof or any similar securities for issue or sale tootherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN MAY NOT BE DIRECTLY OR INDIRECTLY SOLD, or has solicited or will solicit any offer to acquire any of the same fromOFFERED FOR SALE, any Person so as to bring the issuance and sale of the Warrants or Warrant Stock hereunder within the provisions of the registration and prospectus delivery requirements of the Securities ActASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR DISPOSED OF PRIOR TO [*], 202[*]2, EXCEPT AS PROVIDED IN THAT CERTAIN AGREEMENT AND PLAN OF MERGER DATED APRIL 16, 2024 AMONG THE COMPANY AND TRILLER, CORP., AND CERTAIN OTHER PARTIES, AND EXCEPT AS PROVIDED IN THAT CERTAIN LETTER AGREEMENT 2024 BETWEEN CASTLE LION INVESTMENTS LIMITED, COPIES OF WHICH AGREEMENTS ARE ON FILE AT THE OFFICE OF THE COMPANY. A COPY OF EACH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE COMPANY. ANY PURPORTED TRANSFER IN VIOLATION OF THE FOREGOING AGREEMENTS SHALL BE VOID.”

Securities Act Matters. (a) Each of the Term Loan C Lenders severally represents and The Lender warrants to the Parent as of the date hereof and as of the date of the issuance of the Warrants ---------------------- Borrower that: (i) Such The Lender is acquiring the Warrants hereunder for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of such the Lender at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock held by it. (ii) Such The Lender is an "accredited investor" within the meaning of Regulation D under the Securities Act. (iii) Such Lender acknowledges that, subject to the Registration Rights Agreement (A) the Warrants and the Warrant Stock have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Stock are not so registered, such Lender must bear the economic risk of holding the Warrants and the Warrant Stock for an indefinite period of time unless the Warrants and the Warrant Stock are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Stock in the future; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Stock, there is no assurance that such market will be in existence in the future. (iv) If such Lender decides to dispose of the Warrants or the Warrant Stock, which it does not now contemplate, that such Lender can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act. (v) Such Lender acknowledges that (A) it has had ready access to any and all documents which he deems relevant to the acquisition of the Warrants and the Warrant Stock; (B) to such Lender's knowledge, no requested information, oral or written, has been withheld from such Lender by Parent; (C) Parent has made available to such Lender, during the course of the transaction and prior to the issuance of Warrant Stock the opportunity to ask questions of, and receive answers from, Parent and its officers concerning Parent, and to obtain any additional information, to the extent Parent possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of information contained in the written materials delivered to such Lender by Parent and concerning Parent; and (D) it has reviewed or had the opportunity to review all documents filed publicly of record by Parent with the Securities and Exchange Commission. (vi) Such Lender will not sell or otherwise transfer the shares of the Warrant Stock in a public market transaction until the holding period for restricted securities set forth in Rule 144(d)(1), as it may be amended from time to time, has been satisfied or pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act. (b) The Parent Borrower represents and warrants to each of the Term Loan C Lenders as of the date hereof and as of the date of the issuance of the Warrants Lender that: (i) Assuming the truth and accuracy of such the Lender's representations and warranties contained in Section 13.02(a)the preceding paragraph, the issuance of the Warrants to the Lender hereunder and the issuance of shares of Common Stock to such the Lender pursuant to the Warrants are exempt from the registration and prospectus delivery requirements of the Securities Act. (ii) All stock and securities of the Parent Borrower heretofore issued and sold by the Parent Borrower were, and all securities of the Parent Borrower issued and sold by the Parent Borrower on and after the date hereof are or will be issued and sold in accordance with, or are or will be exempt from, the registration and prospectus delivery requirements of the Securities Act. (ciii) The Parent the Borrower agrees that neither it nor any Person acting on its behalf has offered or will offer the Warrants or Warrant Stock or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of the Warrants or Warrant Stock hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act.

Securities Act Matters. (a) Each As of the Term Loan C Lenders severally Effective Date, Ableco represents and warrants to the Parent as of the date hereof and as of the date of the issuance of the Warrants that: (i) Such Lender the Warrant Holder is acquiring the Warrants hereunder for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of such Lender the Warrant Holder at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock held by it. (ii) Such Lender the Warrant Holder is an "“accredited investor" ” within the meaning of Regulation D under the Securities Act. (iii) Such Lender acknowledges that, subject to the Registration Rights Agreement (A) the Warrants and the Warrant Stock have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Stock are not so registered, such Lender must bear the economic risk of holding the Warrants and the Warrant Stock for an indefinite period of time unless the Warrants and the Warrant Stock are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Stock in the future; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Stock, there is no assurance that such market will be in existence in the future. (iv) If such Lender decides to dispose of the Warrants or the Warrant Stock, which it does not now contemplate, that such Lender can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act. (v) Such Lender acknowledges that (A) it has had ready access to any and all documents which he deems relevant to the acquisition of the Warrants and the Warrant Stock; (B) to such Lender's knowledge, no requested information, oral or written, has been withheld from such Lender by Parent; (C) Parent has made available to such Lender, during the course of the transaction and prior to the issuance of Warrant Stock the opportunity to ask questions of, and receive answers from, Parent and its officers concerning Parent, and to obtain any additional information, to the extent Parent possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of information contained in the written materials delivered to such Lender by Parent and concerning Parent; and (D) it has reviewed or had the opportunity to review all documents filed publicly of record by Parent with the Securities and Exchange Commission. (vi) Such Lender will not sell or otherwise transfer the shares of the Warrant Stock in a public market transaction until the holding period for restricted securities set forth in Rule 144(d)(1), as it may be amended from time to time, has been satisfied or pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act. (b) The Parent represents and warrants to each of Ableco and the Term Loan C Lenders as of the date hereof and as of the date of the issuance of the Warrants Warrant Holder that: (i) Assuming the truth and accuracy of such Lender's Ableco’s representations and warranties contained in Section 13.02(a)the immediately preceding paragraphs, the issuance of the Warrants to the Warrant Holder hereunder and the issuance of shares of Common Stock to such Lender the Warrant Holder pursuant to the Warrants are exempt from the registration and prospectus delivery requirements of the Securities Act. (ii) All stock and securities of the Parent heretofore issued and sold by the Parent were, and all securities of the Parent issued and sold by the Parent on and after the date hereof are or will be issued and sold in accordance with, or are or will be exempt from, the registration and prospectus delivery requirements of the Securities Act. (c) The Parent agrees that neither it nor any Person acting on its behalf has offered or will offer the Warrants or Warrant Stock or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of the Warrants or Warrant Stock hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act.

Securities Act Matters. (a) Each of the Term Loan C Lenders severally The Lender represents and warrants to the Parent as of the date hereof and as of the date of the issuance of the Warrants Lead Borrower that: (i) Such The Lender is acquiring the Warrants hereunder for its own account, without a view to the distribution thereof, all without prejudice, however, to the right of such the Lender at any time, in accordance with this Agreement, lawfully to sell or otherwise to dispose of all or any part of the Warrants or Warrant Stock held by it. (ii) Such The Lender is an "accredited investor" within the meaning of Regulation D under the Securities Act. (iii) Such Lender acknowledges that, subject to the Registration Rights Agreement (A) the Warrants and the Warrant Stock have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Stock are not so registered, such Lender must bear the economic risk of holding the Warrants and the Warrant Stock for an indefinite period of time unless the Warrants and the Warrant Stock are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Stock in the future; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Stock, there is no assurance that such market will be in existence in the future. (iv) If such Lender decides to dispose of the Warrants or the Warrant Stock, which it does not now contemplate, that such Lender can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act. (v) Such Lender acknowledges that (A) it has had ready access to any and all documents which he deems relevant to the acquisition of the Warrants and the Warrant Stock; (B) to such Lender's knowledge, no requested information, oral or written, has been withheld from such Lender by Parent; (C) Parent has made available to such Lender, during the course of the transaction and prior to the issuance of Warrant Stock the opportunity to ask questions of, and receive answers from, Parent and its officers concerning Parent, and to obtain any additional information, to the extent Parent possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of information contained in the written materials delivered to such Lender by Parent and concerning Parent; and (D) it has reviewed or had the opportunity to review all documents filed publicly of record by Parent with the Securities and Exchange Commission. (vi) Such Lender will not sell or otherwise transfer the shares of the Warrant Stock in a public market transaction until the holding period for restricted securities set forth in Rule 144(d)(1), as it may be amended from time to time, has been satisfied or pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act. (b) . The Parent Lead Borrower represents and warrants to each of the Term Loan C Lenders as of the date hereof and as of the date of the issuance of the Warrants Lender that: (i) Assuming the truth and accuracy of such the Lender's representations and warranties contained in Section 13.02(a)the immediately preceding paragraphs, the issuance of the Warrants to the Lender hereunder and the issuance of shares of Common Stock to such the Lender pursuant to the Warrants are exempt from the registration and prospectus delivery requirements of the Securities Act.. [The Registration Rights Agreement will require the Lead Borrower to file and maintain a shelf registration with the SEC during the term of the Warrants] (ii) All stock and securities of the Parent Lead Borrower heretofore issued and sold by the Parent Lead Borrower were, and all securities of the Parent Lead Borrower issued and sold by the Parent Lead Borrower on and after the date hereof are or will be be, issued and sold in accordance withwith all applicable laws including, or are or will be exempt fromwithout limitation, the registration and prospectus delivery requirements of the Securities Act. (ciii) The Parent Lead Borrower agrees that neither it nor any Person acting on its behalf has offered or will offer the Warrants or Warrant Stock or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of the Warrants or Warrant Stock hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act.