Common use of Securities Law and Other Matters Clause in Contracts

Securities Law and Other Matters. Each Shareholder represents and warrants to the Company and the other Shareholders that: (i) Such Shareholder used no "purchaser's representative" (as that term is used in Regulation D under the Securities Act of 1933, as amended (the "Securities Act")) in connection with the transactions contemplated by the operative documents in connection with the financing; (ii) neither TJC, The Resolute Fund, L.P., nor any of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees or affiliates has acted or is expected to act as a representative or agent of said Shareholder in the subject transaction; (iii) such Shareholder has substantial knowledge and experience in financial, investment and business matters, and specifically in the business of the Company and its subsidiaries, and has the requisite knowledge and experience to evaluate the risks and merits of its investment in the Shares; (iv) the decision of such Shareholder to purchase the Shares hereunder has been made by such Shareholder independent of any other Shareholder and independent of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries which may have been made or given by any Shareholder or other Person. (i) The Shares being purchased by such Shareholder hereunder have not been registered under the Securities Act on the ground that the sales of Shares pursuant to this Agreement are exempt under Section 4(2) of the Securities Act as not constituting a distribution, and that the Company's reliance on such exemption is predicated in part on each Shareholder's representation which such Shareholder herewith makes that the Shares have been acquired solely by and for the account of such Shareholder for investment purposes only, and are not being purchased for subdivision, fractionalization, resale or distribution and other than as expressly set forth in the Operative Documents, such Shareholder has no contract, undertaking, agreement or arrangement with any other Shareholder to sell, transfer or pledge to such other Shareholder or anyone else the Shares being sold to such Shareholder (or any part thereof), and such Shareholder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement; (ii) the Shares being sold to such Shareholder must be held indefinitely unless they are subsequently registered under the Securities Act or a transfer is made pursuant to an exemption from such registration, including, for example, pursuant to Rule 144 thereunder and that the Company has no agreements in respect of registering the Shares under Federal or state law; and (iii) such Shareholder's financial condition is such that Shareholder is not under any present necessity or constraint, and does not foresee in the future any necessity or constraint, to dispose of the Shares being sold to such Shareholder to satisfy any existing or contemplated debt or undertaking. (c) In the event that in the future the Company engages in any negotiation or transaction (including a merger or consolidation or other reorganization by or of the Company) in which Regulation D under the Securities Act may or will be available to the Company, each of the Shareholders who is not then a professional investor agrees irrevocably (and with the knowledge and intention that the other holders of the Company's stock of all classes will rely thereon in making their respective present investment decisions) that such Shareholder will, within five (5) business days of notice from the Company, which notice may be given in the sole discretion of the Company, appoint a purchaser's representative or representatives who shall be qualified and acceptable to the Company and any other Person(s) who is (are) involved in the proposed transaction so that the maximum benefits of Regulation D shall be available to the Company and all of its shareholders. (d) Such Shareholder hereby releases The Resolute Fund, L.P., The Resolute Fund Singapore PV, L.P., The Resolute Fund Netherlands PV I, L.P., The Resolute Fund Netherlands PV II, L.P., The Resolute Fund NQP, L.P., JZ Equity Partners PLC, Fairholme Partners, L.P., Fairholme Ventures II, LLC, Fairholme Holdings, Ltd., Edgewater Private Equity Fund III, L.P., Edgewater Private Equity IV, L.P., and their respective affiliates, and each of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees and affiliates from and against any claims in respect of each Shareholder's subscription for Shares and any related transaction hereunder or under the Operative Documents.

Securities Law and Other Matters. Each Shareholder represents and warrants The Participant acknowledges to the Company and the other Shareholders that: (ia) Such Shareholder used no "purchaser's representative" (as that term is used in Regulation D under the The Securities Act of 1933, as amended (the "Securities Act")) in connection with the transactions contemplated by the operative documents in connection with the financing; (ii) neither TJC, The Resolute Fund, L.P., nor any of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees or affiliates has acted or is expected to act as a representative or agent of said Shareholder in the subject transaction; (iii) such Shareholder has substantial knowledge and experience in financial, investment and business matters, and specifically in the business of the Company and its subsidiaries, and has the requisite knowledge and experience to evaluate the risks and merits of its investment in the Shares; (iv) the decision of such Shareholder to purchase the Shares hereunder has been made by such Shareholder independent of any other Shareholder and independent of any statements, disclosures or judgments as being awarded to the properties, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries which may have been made or given by any Shareholder or other Person. (i) The Shares being purchased by such Shareholder Participant hereunder have not been registered under the United States Securities Act of 1933, as amended, (the “Securities Act”) on the ground that the sales of Shares Securities pursuant to this Agreement are exempt under Section 4(2) of the Securities Act or applicable rules promulgated under the Securities Act as not constituting a distribution, and that the Company's ’s reliance on such exemption is predicated in part on each Shareholder's the Participant’s representation which such Shareholder the Participant herewith makes that (i) the Shares Securities have been acquired solely by and for the account of such Shareholder the Participant for investment purposes only, and are not being purchased for subdivision, fractionalization, resale or distribution and other than as expressly set forth in herein, the Operative Documents, such Shareholder Participant has no contract, undertaking, agreement or arrangement with any other Shareholder to sell, transfer or pledge to such other Shareholder or anyone else the Shares being sold to such Shareholder Securities (or any part thereof)) which the Participant has been awarded hereunder, and such Shareholder the Participant has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement; (ii) the Shares Securities being sold awarded to such Shareholder the Participant hereunder must be held indefinitely unless they are subsequently registered under the Securities Act or a transfer is made pursuant to an exemption from such registration, including, for example, pursuant to Rule 144 thereunder and that the Company has no agreements in respect of registering the Shares Securities under Federal or state law; and (iii) such Shareholder's the Participant’s financial condition is such that Shareholder Participant is not under any present necessity or constraint, and does not foresee in the future any necessity or constraint, to dispose of the Shares being sold to such Shareholder to satisfy any existing or contemplated debt or undertaking. (cb) In the event that in the future the Company engages in any negotiation or transaction (including a merger merger, amalgamation or consolidation or other reorganization by or of the Company) in which Regulation D under promulgated by the Securities Act and Exchange Commission may or will be available to the Company, each of the Shareholders who is not then a professional investor Participant agrees irrevocably (and with the knowledge and intention that the other holders of the Company's stock ’s share of all classes will rely thereon in making their respective present investment decisions) that such Shareholder the Participant will, within five (5) 5 business days of notice from the Company, which notice may be given in the sole discretion of the Company, appoint a purchaser's ’s representative or representatives who shall be qualified and acceptable to the Company and any other Person(sperson(s) who is (are) involved in the proposed transaction so that the maximum benefits of Regulation D shall be available to the Company and all of its shareholdersShareholders. (d) Such Shareholder hereby releases The Resolute Fund, L.P., The Resolute Fund Singapore PV, L.P., The Resolute Fund Netherlands PV I, L.P., The Resolute Fund Netherlands PV II, L.P., The Resolute Fund NQP, L.P., JZ Equity Partners PLC, Fairholme Partners, L.P., Fairholme Ventures II, LLC, Fairholme Holdings, Ltd., Edgewater Private Equity Fund III, L.P., Edgewater Private Equity IV, L.P., and their respective affiliates, and each of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees and affiliates from and against any claims in respect of each Shareholder's subscription for Shares and any related transaction hereunder or under the Operative Documents.

Securities Law and Other Matters. Each Shareholder represents and warrants to the Company and the other Shareholders that: (a) (i) Such Shareholder used no "“purchaser's ’s representative" ” (as that term is used in Regulation D under as promulgated by the Securities Act of 1933, as amended (the "Securities Act")and Exchange Commission) in connection with the transactions contemplated by the operative documents in connection with the financing; (ii) neither TJC, The Resolute Fund, L.P., nor any of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees or affiliates has acted or is expected to act as a representative or agent of said Shareholder in the subject transaction; (iii) such Shareholder has substantial knowledge and experience in financial, investment and business matters, and specifically in the business of the Company and its subsidiaries, and has the requisite knowledge and experience to evaluate the risks and merits of its investment in the Sharesthis investment; (iv) the decision of such Shareholder to purchase the Shares Securities hereunder has been made by such Shareholder independent of any other Shareholder and independent of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries which may have been made or given by any Shareholder or other Personperson. (i) The Shares Securities being purchased by such Shareholder hereunder have not been registered under the United States Securities Act of 1933, as amended, (the “Securities Act”) on the ground that the sales of Shares Securities pursuant to this Agreement are exempt under Section 4(2) of the Securities Act as not constituting a distribution, and that the Company's ’s reliance on such exemption is predicated in part on each Shareholder's ’s representation which such Shareholder herewith makes that the Shares Securities have been acquired solely by and for the account of such Shareholder for investment purposes only, and are not being purchased for subdivision, fractionalization, resale or distribution and other than as expressly set forth in the Operative Documentsdocuments in connection with the financing, such Shareholder has no contract, undertaking, agreement or arrangement with any other Shareholder to sell, transfer or pledge to such other Shareholder or anyone else the Shares being sold to such Shareholder Securities (or any part thereof)) which such Shareholder has purchased hereunder, and such Shareholder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement; (ii) the Shares Securities being sold to such said Shareholder must be held indefinitely unless they are subsequently registered under the Securities Act or a transfer is made pursuant to an exemption from such registration, including, for example, pursuant to Rule 144 thereunder and that the Company has no agreements in respect of registering the Shares Securities under Federal or state law; and (iii) such Shareholder's ’s financial condition is such that Shareholder is not under any present necessity or constraint, and does not foresee in the future any necessity or constraint, to dispose of the these Shares being sold to such Shareholder to satisfy any existing or contemplated debt or undertaking. (c) In the event that in the future the Company engages in any negotiation or transaction (including a merger merger, amalgamation or consolidation or other reorganization by or of the Company) in which Regulation D under promulgated by the Securities Act and Exchange Commission may or will be available to the Company, each of the Shareholders who is not then a professional investor agrees irrevocably (and with the knowledge and intention that the other holders of the Company's stock ’s share of all classes will rely thereon in making their respective present investment decisions) that such Shareholder will, within five (5) 5 business days of notice from the Company, which notice may be given in the sole discretion of the Company, appoint a purchaser's ’s representative or representatives who shall be qualified and acceptable to the Company and any other Person(sperson(s) who is (are) involved in the proposed transaction so that the maximum benefits of Regulation D shall be available to the Company and all of its shareholdersShareholders. (d) Such Shareholder hereby releases The Resolute Fund, L.P., The Resolute Fund Singapore PV, L.P., The Resolute Fund Netherlands PV I, L.P., The Resolute Fund Netherlands PV II, L.P., The Resolute Fund NQP, L.P., JZ Equity Partners PLC, Fairholme Partners, L.P., Fairholme Ventures II, LLC, Fairholme Holdings, Ltd., Edgewater Private Equity Fund III, L.P., Edgewater Private Equity IV, L.P., and their respective affiliates, and each of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees and affiliates from and against any claims in respect of each Shareholder's subscription for Shares and any related transaction hereunder or under the Operative Documents.

Securities Law and Other Matters. Each Shareholder The Investor represents and warrants to the Company and the other Shareholders that: (a) (i) Such Shareholder The Investor used no "“purchaser's ’s representative" ” (as that term is used in Regulation D under the Securities Act of 1933, as amended (the "Securities Act")) in connection with the transactions contemplated by this Agreement or the operative documents in connection with the financingOperative Documents; (ii) neither TJC, The Resolute Fund, L.P., nor any of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees or affiliates has acted or is expected to act as a representative or agent of said Shareholder in the subject transaction; (iii) such Shareholder Investor has substantial knowledge and experience in financial, investment and business matters, and specifically in the business of the Company and its subsidiaries, and has the requisite knowledge and experience to evaluate the risks and merits of its investment in the Shares; Common Stock and (iviii) the decision of such Shareholder the Investor to purchase the Shares Common Stock hereunder has been made by such Shareholder the Investor independent of any other Shareholder director, officer, employee, representative or agent of the Company and independent of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries which may have been made or given by any Shareholder person that is not a director, officer, employee, representative or other Personagent of the Company. (b) (i) The Shares Common Stock being purchased by such Shareholder the Investor hereunder have has not been registered under the Securities Act on the ground that the sales of Shares the Common Stock pursuant to this Agreement are exempt under Section 4(2) of the Securities Act as not constituting a distribution, and that the Company's ’s reliance on such exemption is predicated in part on each Shareholder's the Investor’s representation which such Shareholder the Investor herewith makes that the Shares Common Stock have been acquired solely by and for the account of such Shareholder the Investor for investment purposes only, and are not being purchased for subdivision, fractionalization, resale or distribution and other than as expressly set forth in the Operative Documents, such Shareholder the Investor has no contract, undertaking, agreement or arrangement with any other Shareholder member of the Company or any one else to sell, transfer or pledge to such other Shareholder member or anyone else the Shares Common Stock being sold to such Shareholder the Investor (or any part thereof), and such Shareholder the Investor has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement; (ii) the Shares Common Stock being sold to such Shareholder the Investor must be held indefinitely unless they are subsequently registered under the Securities Act or a transfer is made pursuant to an exemption from such registration, including, for example, pursuant to Rule 144 thereunder and that the Company has no agreements in respect of registering the Shares Common Stock under Federal or state law; law (except for the registration of the Common Stock issuable upon conversion of the Common Stock, pursuant to the Registration Rights Agreement constituting one of the Operative Documents) and (iii) such Shareholder's the Investor’s financial condition is such that Shareholder the Investor is not under any present current necessity or constraint, and does not foresee in the future any necessity or constraint, to dispose of the Shares Common Stock being sold to such Shareholder the Investor to satisfy any existing or contemplated debt or undertaking. (c) In the event that in the future the Company engages in any negotiation or transaction (including a merger or consolidation or other reorganization by or of the Company) in which Regulation D under the Securities Act may or will be available to the Company, each of if the Shareholders who Investor is not then a professional investor an accredited investor, the Investor agrees irrevocably (and with the knowledge and intention that the other holders of the Company's stock ’s equity interests of all classes will rely thereon in making their respective present investment decisions) that such Shareholder the Investor will, within five (5) business days of notice from the Company, which notice may be given in the sole discretion of the Company, appoint a qualified purchaser's ’s representative or representatives who shall be qualified and acceptable to the Company and any other Person(s) who is (are) involved in the proposed transaction so that the maximum benefits of Regulation D shall be available to the Company and all of its shareholdersstockholders, as applicable. (d) Such Shareholder hereby releases The Resolute Fund, L.P., The Resolute Fund Singapore PV, L.P., The Resolute Fund Netherlands PV I, L.P., The Resolute Fund Netherlands PV II, L.P., The Resolute Fund NQP, L.P., JZ Equity Partners PLC, Fairholme Partners, L.P., Fairholme Ventures II, LLC, Fairholme Holdings, Ltd., Edgewater Private Equity Fund III, L.P., Edgewater Private Equity IV, L.P., and their respective affiliates, and each of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees and affiliates from and against any claims in respect of each Shareholder's subscription for Shares and any related transaction hereunder or under the Operative Documents.

Securities Law and Other Matters. Each Shareholder (a) The Stockholder represents and warrants to the Company and the other Shareholders that: (i) Such Shareholder Other Stockholders that the Stockholder used no "purchaser's representative" (as that term is used in Regulation D under as promulgated by the Securities Act of 1933, as amended (the "Securities Act")and Exchange Commission) in connection with this transaction. The Stockholder represents and warrants to the transactions contemplated by Company and the operative documents in connection with the financing; Other Stockholders that neither The Jordan Company (ii"Jordan") neither TJC, The Resolute Fund, L.P., nor any of its employees or affiliates has acted as a ------ representative of said Stockholder in the subject transaction. The Stockholder hereby releases Jordan, Jordan/Zalaznick Capital Company and each of their respective partners, members, principals, directors, officers, representativesemployees, attorneys, agents, employees agents and representatives from and against any claims in respect of such Stockholder's subscription for the Common Stock and any related transaction hereunder or affiliates has acted or is expected to act as a representative or agent of said Shareholder in under the subject transaction; (iii) Operative Documents. The Stockholder represents that such Shareholder Stockholder has substantial knowledge and experience in financial, investment and business matters, and specifically in the business of the Company and its subsidiaries, and has the requisite knowledge and experience to evaluate the risks and merits of its investment in the Shares; (iv) this investment. The Stockholder represents and warrants that the decision of such Shareholder Stockholder to purchase the Shares Common Stock hereunder has been made by such Shareholder Stockholder independent of any other Shareholder Other Stockholder and independent of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries which may have been made or given by any Shareholder Other Stockholder or other Personperson. The Stockholder represents and warrants to the Company and the Other Stockholders that the Stockholder can and will bear the economic risks of its investment in the Company and acknowledges that the Stockholder is able to hold the Company's unregistered Common Stock indefinitely and is able to sustain a complete loss if the securities become worthless. (ib) The Shares Stockholder acknowledges to the Company and the Other Stockholders that the Common Stock being purchased by such Shareholder hereunder have has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), -------------- on the ground that the sales of Shares Common Stock pursuant to this Agreement are exempt under Section 4(2) of the Securities Act as not constituting a distribution, and that the Company's reliance on such exemption is predicated in part on each Shareholderthe Stockholder's representation which such Shareholder the Stockholder herewith makes that the Shares have Common Stock has been acquired solely by and for the account of such Shareholder Stockholder for investment purposes only, and are is not being purchased for subdivision, fractionalization, resale or distribution and other than as expressly set forth in the Operative Documents, such Shareholder distribution. Such Stockholder has no contract, undertaking, agreement or arrangement with any other Shareholder Other Stockholder to sell, transfer or pledge to such other Shareholder Other Stockholder or anyone else the Shares being sold to such Shareholder Common Stock (or any part thereof), and ) which such Shareholder Stockholder has purchased hereunder. Such Stockholder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement; (ii) . The Common Stock has not been registered or qualified for resale under applicable securities laws, and may not be sold except pursuant to such registration or qualification thereunder or an exemption therefrom. The Stockholder further acknowledges to the Shares Company that the Common Stock being sold to such Shareholder the Stockholder must be held indefinitely unless they are it is subsequently registered under the Securities Act or a transfer is made pursuant to an exemption from such registration, including, for example, pursuant to Rule 144 thereunder 144. The Stockholder further represents and that warrants to the Company has no agreements in respect of registering and the Shares under Federal or state law; and (iii) Other Stockholders that such ShareholderStockholder's financial condition is such that Shareholder the Stockholder is not under any present necessity or constraint, and does not foresee in the future any necessity or constraint, to dispose of the Shares being sold to such Shareholder these shares to satisfy any existing or contemplated debt or undertaking. (c) In the event that in the future the Company engages in any negotiation or transaction (including a merger or consolidation or other reorganization by or of the Company) in which Regulation D under the Securities Act may or will be available to the Company, each of the Shareholders who is not then a professional investor agrees irrevocably (and with the knowledge and intention that the other holders of the Company's stock of all classes will rely thereon in making their respective present investment decisions) that such Shareholder will, within five (5) business days of notice from the Company, which notice may be given in the sole discretion of the Company, appoint a purchaser's representative or representatives who shall be qualified and acceptable to the Company and any other Person(s) who is (are) involved in the proposed transaction so that the maximum benefits of Regulation D shall be available to the Company and all of its shareholders. (d) Such Shareholder hereby releases The Resolute Fund, L.P., The Resolute Fund Singapore PV, L.P., The Resolute Fund Netherlands PV I, L.P., The Resolute Fund Netherlands PV II, L.P., The Resolute Fund NQP, L.P., JZ Equity Partners PLC, Fairholme Partners, L.P., Fairholme Ventures II, LLC, Fairholme Holdings, Ltd., Edgewater Private Equity Fund III, L.P., Edgewater Private Equity IV, L.P., and their respective affiliates, and each of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees and affiliates from and against any claims in respect of each Shareholder's subscription for Shares and any related transaction hereunder or under the Operative Documents.

Securities Law and Other Matters. (a) Each Shareholder Stockholder represents and warrants to the Company and the other Shareholders that: (i) Such Shareholder Stockholders that the Stockholder has not used no any "purchaser's representative" (as that term is used in Regulation D under the Securities Act of 1933, as amended (the "Securities Act")amended) in connection with this transaction. Each Stockholder represents and warrants to the transactions contemplated by Company and the operative documents in connection with the financing; (ii) other Stockholders that neither TJC, The Resolute FundJordan Industries, L.P.Inc. ("JII"), Jordan/Zalaznick Capital Company ("JZCC") nor any of their respective principals, partners, members, principalsstockholders, directors, officers, representativesemployees, attorneys, representatives or agents, employees or affiliates has acted or is expected to act as a representative or agent of said Shareholder Stockholder in the subject transaction; (iii) . Each Stockholder hereby releases TJC, JII, JZCC and each of their respective partners, principals, stockholders directors, officers, employees, agents and representatives from and against any claim in respect of each Stockholder's subscription for the Stock and any related transaction hereunder or under the Operative Documents. Each Stockholder represents that such Shareholder Stockholder has substantial knowledge and experience in financial, investment and business matters, and specifically in the business of the Company and its subsidiariesCompany, and has the requisite knowledge and experience to evaluate the risks and merits of its investment in the Shares; (iv) this investment. Each Stockholder represents and warrants that the decision of such Shareholder Stockholder to purchase the Shares Stock hereunder has been made by such Shareholder Stockholder independent of any other Shareholder Stockholder and independent of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries which may have been made or given by any Shareholder Stockholder or other Personperson. Each Stockholder represents and warrants to the Company and the Stockholders that the Stockholder can and will bear the economic risks of his investment in the Company and acknowledges that the Stockholder is able to hold the Company's unregistered Stock indefinitely and is able to sustain a complete loss if the securities become worthless. (ib) The Shares Each Stockholder acknowledges to the Company and the other Stockholders that the Stock being purchased by such Shareholder hereunder have has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), on the ground that the sales of Shares Stock pursuant to this Agreement are exempt under Section 4(2) of the Securities Act as not constituting a distribution, and that the Company's reliance on such exemption is predicated in part on each ShareholderStockholder's representation which such Shareholder the Stockholder herewith makes that the Shares have Stock has been acquired solely by and for the account of such Shareholder Stockholder for investment purposes only, and are is not being purchased for subdivision, fractionalization, resale or distribution and other than as expressly set forth in the Operative Documents, such Shareholder distribution. Such Stockholder has no contract, undertaking, agreement or arrangement with any other Shareholder Stockholder to sell, transfer or pledge to such other Shareholder Stockholder or anyone else the Shares being sold to such Shareholder Stock (or any part thereof), and ) which such Shareholder Stockholder has purchased hereunder. Such Stockholder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement; (ii) . The Stock has not been registered or qualified for resale under applicable securities laws, and may not be sold except pursuant to such registration or qualification thereunder or an exemption therefrom. Such Stockholder has adequate means of providing for the Shares Stockholder's current needs and possible contingencies and has a net worth equal to at least three times the Stockholder's investment in the Stock. Each Stockholder further acknowledges to the Company that the Stock being sold to such Shareholder the Stockholder must be held indefinitely unless they are it is subsequently registered under the Securities Act or a transfer is made pursuant to an exemption from such registration, including, for example, pursuant to Rule 144 thereunder 144. Each Stockholder further represents and that warrants to the Company has no agreements in respect of registering and the Shares under Federal or state law; and (iii) other Stockholders that such ShareholderStockholder's financial condition is such that Shareholder the Stockholder is not under any present necessity or constraint, and does not foresee in the future any necessity or constraint, to dispose of the Shares being sold to such Shareholder these shares to satisfy any existing or contemplated debt or undertaking. (c) In the event that in the future the Company engages in any negotiation or transaction (including a merger or consolidation or other reorganization by or of the Company) in which Regulation D under promulgated by the Securities Act and Exchange Commission may or will be available to the Company, each of the Shareholders Stockholders who is not then a professional investor agrees irrevocably (and with the knowledge and intention that the other holders of the Company's stock of all classes will rely thereon in making their respective present investment decisions) that such Shareholder the Stockholder will, within five (5) 5 business days of notice from the Company, which notice may be given in the sole discretion of the Company, appoint a purchaser's representative or representatives who shall be qualified and acceptable to the Company and any other Person(sperson(s) who is (are) involved in the proposed transaction so that the maximum benefits of Regulation D shall be available to the Company and all of its shareholdersStockholders. Any Stockholder who does not perform this covenant shall be liable to the Company and all of the Company's other stockholders for any damage or loss that may or might be incurred thereby. (d) Such Shareholder hereby releases The Resolute Fund, L.P., The Resolute Fund Singapore PV, L.P., The Resolute Fund Netherlands PV I, L.P., The Resolute Fund Netherlands PV II, L.P., The Resolute Fund NQP, L.P., JZ Equity Partners PLC, Fairholme Partners, L.P., Fairholme Ventures II, LLC, Fairholme Holdings, Ltd., Edgewater Private Equity Fund III, L.P., Edgewater Private Equity IV, L.P., and their respective affiliates, and each of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees and affiliates from and against any claims in respect of each Shareholder's subscription for Shares and any related transaction hereunder or under the Operative Documents.

Securities Law and Other Matters. Each Shareholder Stockholder represents and warrants to the Company and the other Shareholders Stockholders that: (a) (i) Such Shareholder such Stockholder used no "purchaser's representative" (as that term is used in Regulation D under as promulgated by the Securities Act of 1933, as amended (the "Securities Act")and Exchange Commission) in connection with the transactions contemplated by the operative documents in connection with the financingOperative Documents; (ii) neither TJCThe Jordan Company, The Resolute Fund, L.P.LLC ("JORDAN"), nor any of their its respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees or affiliates has acted or is expected to act as a representative or agent of said Shareholder Stockholder in the subject transaction; (iii) such Shareholder Stockholder has substantial knowledge and experience in financial, investment and business matters, and specifically in the business of the Company and its subsidiaries, and has the requisite knowledge and experience to evaluate the risks and merits of its investment in the Sharesthis investment; (iv) the decision of such Shareholder Stockholder to purchase the Shares Common Stock hereunder has been made by such Shareholder Stockholder independent of any other Shareholder Stockholder and independent of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries which may have been made or given by any Shareholder Stockholder or other Personperson. (i) The Shares the Common Stock being purchased by such Shareholder Stockholder hereunder have has not been registered under the Securities Act of 1933, as amended, (the "SECURITIES ACT") on the ground that the sales of Shares Common Stock pursuant to this Agreement are exempt under Section 4(2) of the Securities Act as not constituting a distribution, and that the Company's reliance on such exemption is predicated in part on each ShareholderStockholder's representation which such Shareholder Stockholder herewith makes that the Shares have Common Stock has been acquired solely by and for the account of such Shareholder Stockholder for investment purposes only, and are not being purchased for subdivision, fractionalization, resale or distribution and other than as expressly set forth in the Operative Documents, such Shareholder Stockholder has no contract, undertaking, agreement or arrangement with any other Shareholder Stockholder to sell, transfer or pledge to such other Shareholder Stockholder or anyone else the Shares being sold to such Shareholder Common Stock (or any part thereof)) which such Stockholder has purchased hereunder, and such Shareholder Stockholder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement; (ii) the Shares Common Stock being sold to such Shareholder said Stockholder must be held indefinitely unless they are subsequently registered under the Securities Act or a transfer is made pursuant to an exemption from such registration, including, for example, pursuant to Rule 144 thereunder and that except as set forth in the Stockholders Agreement, the Company has no agreements in respect of registering the Shares Common Stock under Federal or state law; and (iii) such ShareholderStockholder's financial condition is such that Shareholder such Stockholder is not under any present necessity or constraint, and does not foresee in the future any necessity or constraint, to dispose of the Shares being sold to such Shareholder these shares to satisfy any existing or contemplated debt or undertaking. (c) In the event that in the future the Company engages in any negotiation or transaction (including a merger or consolidation or other reorganization by or of the Company) in which Regulation D under promulgated by the Securities Act and Exchange Commission may or will be available to the Company, each of the Shareholders Stockholders who is not then a professional investor agrees irrevocably (and with the knowledge and intention that the other holders of the Company's stock of all classes will rely thereon in making their respective present investment decisions) that such Shareholder Stockholder will, within five (5) 5 business days of notice from the Company, which notice may be given in the sole discretion of the Company, appoint a purchaser's representative or representatives who shall be qualified and acceptable to the Company and any other Person(sperson(s) who is (are) involved in the proposed transaction so that the maximum benefits of Regulation D shall be available to the Company and all of its shareholdersStockholders. Any Stockholder who does not perform this covenant shall be liable to the Company and all of the other Stockholders for any damage or loss that may or might be incurred thereby. (d) Such Shareholder Stockholder hereby releases The Resolute FundJordan, L.P.JZEP, The Resolute Fund Singapore PV, L.P., The Resolute Fund Netherlands PV I, L.P., The Resolute Fund Netherlands PV II, L.P., The Resolute Fund NQP, L.P., JZ Equity Partners PLC, Fairholme Partners, L.P., Fairholme Ventures II, LLC, Fairholme Holdings, Ltd., Edgewater Private Equity Fund III, L.P., Edgewater Private Equity IV, L.P., Jordan/Zalaznick Advisors Inc. and their respective affiliates, TJC Management and each of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees and affiliates from and against any claims in respect of each ShareholderStockholder's subscription for Shares the Common Stock and any related transaction hereunder or under the Operative Documents.

Securities Law and Other Matters. Each Shareholder represents and warrants to the Company and the other Shareholders that: (a) Such Shareholder is an "accredited investor", as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). (i) Such Shareholder used no "purchaser's representative" (as that term is used in Regulation D under the Securities Act of 1933, as amended (the "Securities Act")) in connection with the transactions contemplated by the operative documents in connection with the financingOperative Documents; (ii) neither TJC, The Resolute Fund, L.P., nor any of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees or affiliates has acted or is expected to act as a representative or agent of said Shareholder in the subject transaction; (iii) such Shareholder has substantial knowledge and experience in financial, investment and business matters, and specifically in the business of the Company and its subsidiaries, and has the requisite knowledge and experience to evaluate the risks and merits of its investment in the Shares; (iviii) the decision of such Shareholder to purchase the Shares hereunder has been made by such Shareholder independent of any other Shareholder and independent of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries which may have been made or given by any Shareholder or other Personperson. (i) The Shares being purchased by such Shareholder hereunder have not been registered under the Securities Act on the ground that the sales of Shares pursuant to this Agreement are exempt under Section 4(2) of the Securities Act as not constituting a distribution, and that the Company's reliance on such exemption is predicated in part on each Shareholder's representation which such Shareholder herewith makes that the Shares have been acquired solely by and for the account of such Shareholder for investment purposes only, and are not being purchased for subdivision, fractionalization, resale or distribution and other than as expressly set forth in the Operative Documents, such Shareholder has no contract, undertaking, agreement or arrangement with any other Shareholder to sell, transfer or pledge to such other Shareholder or anyone else the Shares being sold to such Shareholder (or any part thereof), and such Shareholder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement; (ii) the Shares being sold to such Shareholder must be held indefinitely unless they are subsequently registered under the Securities Act or a transfer is made pursuant to an exemption from such registration, including, for example, pursuant to Rule 144 thereunder and that except as set forth in the Shareholders Agreement, the Company has no agreements in respect of registering the Shares under Federal or state law; and (iii) such Shareholder's financial condition is such that such Shareholder is not under any present necessity or constraint, and does not foresee in the future any necessity or constraint, to dispose of the Shares being sold to such Shareholder to satisfy any existing or contemplated debt or undertaking. (cd) In the event that in the future the Company engages in any negotiation or transaction (including a merger or consolidation or other reorganization by or of the Company) in which Regulation D under the Securities Act may or will be available to the Company, each of the Shareholders who is not then a professional investor agrees irrevocably (and with the knowledge and intention that the other holders of the Company's stock of all classes will rely thereon in making their respective present investment decisions) that such Shareholder will, within five (5) business days of notice from the Company, which notice may be given in the sole discretion of the Company, appoint a purchaser's representative or representatives who shall be qualified and acceptable to the Company and any other Person(sperson(s) who is (are) involved in the proposed transaction so that the maximum benefits of Regulation D under the Securities Act shall be available to the Company and all of its shareholdersShareholders. (d) Such Shareholder hereby releases The Resolute Fund, L.P., The Resolute Fund Singapore PV, L.P., The Resolute Fund Netherlands PV I, L.P., The Resolute Fund Netherlands PV II, L.P., The Resolute Fund NQP, L.P., JZ Equity Partners PLC, Fairholme Partners, L.P., Fairholme Ventures II, LLC, Fairholme Holdings, Ltd., Edgewater Private Equity Fund III, L.P., Edgewater Private Equity IV, L.P., and their respective affiliates, and each of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees and affiliates from and against any claims in respect of each Shareholder's subscription for Shares and any related transaction hereunder or under the Operative Documents.

Securities Law and Other Matters. Each Shareholder Stockholder represents and warrants to the Company and the other Shareholders Stockholders that: (a) (i) Such Shareholder such Stockholder used no "purchaser's representative" (as that term is used in Regulation D under as promulgated by the Securities Act of 1933, as amended (the "Securities Act")and Exchange Commission) in connection with the transactions contemplated by the operative documents in connection with the financingOperative Documents; (ii) neither TJCThe Jordan Company, The Resolute Fund, L.P.LLC ("JORDAN"), nor any of their its respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees or affiliates has acted or is expected to act as a representative or agent of said Shareholder Stockholder in the subject transaction; (iii) such Shareholder Stockholder has substantial knowledge and experience in financial, investment and business matters, and specifically in the business of the Company and its subsidiaries, and has the requisite knowledge and experience to evaluate the risks and merits of its investment in the Sharesthis investment; (iv) the decision of such Shareholder Stockholder to purchase the Shares Securities hereunder has been made by such Shareholder Stockholder independent of any other Shareholder Stockholder and independent of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries which may have been made or given by any Shareholder Stockholder or other Personperson. (b) (i) The Shares the Securities being purchased by such Shareholder Stockholder hereunder have not been registered under the Securities Act of 1933, as amended, (the "SECURITIES ACT") on the ground that the sales of Shares Securities pursuant to this Agreement are exempt under Section 4(2) of the Securities Act as not constituting a distribution, and that the Company's reliance on such exemption is predicated in part on each ShareholderStockholder's representation which such Shareholder Stockholder herewith makes that the Shares Securities have been acquired solely by and for the account of such Shareholder Stockholder for investment purposes only, and are not being purchased for subdivision, fractionalization, resale or distribution and other than as expressly set forth in the Operative Documents, such Shareholder Stockholder has no contract, undertaking, agreement or arrangement with any other Shareholder Stockholder to sell, transfer or pledge to such other Shareholder Stockholder or anyone else the Shares being sold to such Shareholder Securities (or any part thereof)) which such Stockholder has purchased hereunder, and such Shareholder Stockholder has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement; (ii) the Shares Securities being sold to such Shareholder said Stockholder must be held indefinitely unless they are subsequently registered under the Securities Act or a transfer is made pursuant to an exemption from such registration, including, for example, pursuant to Rule 144 thereunder and that except as set forth in the Stockholders Agreement, the Company has no agreements in respect of registering the Shares Securities under Federal or state law; and (iii) such ShareholderStockholder's financial condition is such that Shareholder Stockholder is not under any present necessity or constraint, and does not foresee in the future any necessity or constraint, to dispose of the Shares being sold to such Shareholder these shares to satisfy any existing or contemplated debt or undertaking. (c) In the event that in the future the Company engages in any negotiation or transaction (including a merger or consolidation or other reorganization by or of the Company) in which Regulation D under promulgated by the Securities Act and Exchange Commission may or will be available to the Company, each of the Shareholders Stockholders who is not then a professional investor agrees irrevocably (and with the knowledge and intention that the other holders of the Company's stock of all classes will rely thereon in making their respective present investment decisions) that such Shareholder Stockholder will, within five (5) 5 business days of notice from the Company, which notice may be given in the sole discretion of the Company, appoint a purchaser's representative or representatives who shall be qualified and acceptable to the Company and any other Person(sperson(s) who is (are) involved in the proposed transaction so that the maximum benefits of Regulation D shall be available to the Company and all of its shareholdersStockholders. Any Stockholder who does not perform this covenant shall be liable to the Company and all of the other Stockholders for any damage or loss that may or might be incurred thereby. (d) Such Shareholder Stockholder hereby releases The Resolute FundJordan, L.P.JZEP, The Resolute Fund Singapore PV, L.P., The Resolute Fund Netherlands PV I, L.P., The Resolute Fund Netherlands PV II, L.P., The Resolute Fund NQP, L.P., JZ Equity Partners PLC, Fairholme Partners, L.P., Fairholme Ventures II, LLC, Fairholme Holdings, Ltd., Edgewater Private Equity Fund III, L.P., Edgewater Private Equity IV, L.P., Jordan/Zalaznick Advisers Inc. and their respective affiliates, TJC Management and each of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees and affiliates from and against any claims in respect of each ShareholderStockholder's subscription for Shares the Securities and any related transaction hereunder or under the Operative Documents.

Securities Law and Other Matters. Each Shareholder Investor represents and warrants to the Company and the other Shareholders that: (a) (i) Such Shareholder The Investor used no "“purchaser's ’s representative" ” (as that term is used in Regulation D under the Securities Act of 1933, as amended (the "Securities Act")) in connection with the transactions contemplated by this Subscription Agreement or the operative documents in connection with the financingOperative Documents; (ii) neither TJC, The Resolute Fund, L.P., nor any of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees or affiliates has acted or is expected to act as a representative or agent of said Shareholder in the subject transaction; (iii) such Shareholder Investor has substantial knowledge and experience in financial, investment and business matters, and specifically in the business of the Company and its subsidiaries, and has the requisite knowledge and experience to evaluate the risks and merits of its investment in the Shares; Securities and (iviii) the decision of such Shareholder the Investor to purchase the Shares Securities hereunder has been made by such Shareholder the Investor independent of any other Shareholder director, officer, employee, representative or agent of the Company and independent of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries which may have been made or given by any Shareholder person that is not a director, officer, employee, representative or other Personagent of the Company. (b) (i) The Shares Securities being purchased by such Shareholder the Investor hereunder have not been registered under the Securities Act on the ground that the sales of Shares the Securities pursuant to this Subscription Agreement are exempt under Section 4(2) of the Securities Act as not constituting a distribution, and that the Company's ’s reliance on such exemption is predicated in part on each Shareholder's the Investor’s representation which such Shareholder the Investor herewith makes that the Shares Securities have been acquired solely by and for the account of such Shareholder the Investor for investment purposes only, and are not being purchased for subdivision, fractionalization, resale or distribution and other than as expressly set forth in the Operative Documents, such Shareholder the Investor has no contract, undertaking, agreement or arrangement with any other Shareholder member of the Company or any one else to sell, transfer or pledge to such other Shareholder member or anyone else the Shares Securities being sold to such Shareholder the Investor (or any part thereof), and such Shareholder the Investor has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement; provided that it is understood that the sale of, or agreements or arrangements to sell, minority equity interests in an Investor or any of its subsidiaries does not, in and of itself, constitute such a contract, undertaking, agreement or arrangement; (ii) the Shares Securities being sold to such Shareholder the Investor must be held indefinitely unless they are subsequently registered under the Securities Act or a transfer is made pursuant to an exemption from such registration, including, for example, pursuant to Rule 144 thereunder and that the Company has no agreements in respect of registering the Shares Securities under Federal or state law; law (except for the registration of the Common Shares issuable upon conversion of the Securities, pursuant to the Registration Rights Agreement constituting one of the Operative Documents) and (iii) such Shareholder's the Investor’s financial condition is such that Shareholder the Investor is not under any present current necessity or constraint, and does not foresee in the future any necessity or constraint, to dispose of the Shares Securities being sold to such Shareholder the Investor to satisfy any existing or contemplated debt or undertaking. (c) In the event that in the future the Company engages in any negotiation or transaction (including a merger or consolidation or other reorganization by or of the Company) in which Regulation D under the Securities Act may or will be available to the Company, each of if the Shareholders who Investor is not then a professional investor an accredited investor, the Investor agrees irrevocably (and with the knowledge and intention that the other holders of the Company's stock ’s equity interests of all classes will rely thereon in making their respective present investment decisions) that such Shareholder the Investor will, within five (5) business days of notice from the Company, which notice may be given in the sole discretion of the Company, appoint a qualified purchaser's ’s representative or representatives who shall be qualified and acceptable to the Company and any other Person(s) who is (are) involved in the proposed transaction so that the maximum benefits of Regulation D shall be available to the Company and all of its shareholdersmembers. (d) Such Shareholder hereby releases The Resolute Fund, L.P., The Resolute Fund Singapore PV, L.P., The Resolute Fund Netherlands PV I, L.P., The Resolute Fund Netherlands PV II, L.P., The Resolute Fund NQP, L.P., JZ Equity Partners PLC, Fairholme Partners, L.P., Fairholme Ventures II, LLC, Fairholme Holdings, Ltd., Edgewater Private Equity Fund III, L.P., Edgewater Private Equity IV, L.P., and their respective affiliates, and each of their respective partners, members, principals, directors, officers, representatives, attorneys, agents, employees and affiliates from and against any claims in respect of each Shareholder's subscription for Shares and any related transaction hereunder or under the Operative Documents.