Common use of Securities Law Representations and Warranties Clause in Contracts

Securities Law Representations and Warranties. (a) Pfizer (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares. (b) Pfizer is acquiring the Shares in the ordinary course of its business and for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act. (c) Pfizer was not organized for the specific purpose of acquiring the Shares. (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder. (g) Pfizer understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizer’s compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer set forth herein in order to determine the availability of such exemptions and the eligibility of Pfizer to acquire the Shares. (h) Pfizer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of an investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement. (i) Pfizer acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issuance of the Shares, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer is located or domiciled outside the United States, it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. (j) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and materials relating to the terms and conditions of the offer and sale of the Shares that have been requested by Pfizer. Pfizer has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained herein. Notwithstanding the foregoing, in entering into this Agreement, Pfizer represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizer. Pfizer acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requested. (m) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. (a) Pfizer (i) The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) Act and the Investor has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.. Such Investor is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Investor is not a broker-dealer; (b) Pfizer The Investor is acquiring the Shares in the ordinary course of its business and Securities for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act.; (c) Pfizer The Investor was not organized for the specific purpose of acquiring the Shares.Securities; (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.; (ge) Pfizer The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is Sellers are relying upon the truth and accuracy of, and Pfizerthe Investor’s compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Pfizer the Investor to acquire the Shares.; (hf) Pfizer The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of an investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement.Shares; and (ig) Pfizer The Investor acknowledges that the Company has Sellers have represented that no action has been or will be taken in any jurisdiction outside the United States by the Company Sellers that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issuance issue of the Shares, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer the Investor is located or domiciled outside the United States, States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. (j) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and materials relating to the terms and conditions of the offer and sale of the Shares that have been requested by Pfizer. Pfizer has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained herein. Notwithstanding the foregoing, in entering into this Agreement, Pfizer represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizer. Pfizer acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requested. (m) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. (a) Pfizer (i) The Investor is an “"accredited investor” " as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) Act and the Investor has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares Securities and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.Securities. The Investor is not a broker-dealer; (b) Pfizer The Investor (i) is acquiring the Shares in the ordinary course of its business and Securities for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act.thereof; (c) Pfizer The Investor was not organized for the specific purpose of acquiring the Shares.Securities; (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act, Exchange Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.; (ge) Pfizer The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizer’s the Investor's compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer the Investor set forth herein and in the applicable Warrant in order to determine the availability of such exemptions and the eligibility of Pfizer the Investor to acquire the Shares.Securities; (hf) Pfizer The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares Securities or the fairness or suitability of an investment in the Shares Securities nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement.Securities; and (ig) Pfizer The Investor acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the SharesSecurities, or possession or distribution of offering materials in connection with the issuance issue of the SharesSecurities, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer the Investor is located or domiciled outside the United States, States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares Securities or has in its possession or distributes any offering material, in all cases at its own expense. (j) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and materials relating to the terms and conditions of the offer and sale of the Shares that have been requested by Pfizer. Pfizer has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained herein. Notwithstanding the foregoing, in entering into this Agreement, Pfizer represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizer. Pfizer acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requested. (m) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. 4.1 Makena acknowledges that neither the Shares nor the Additional Shares (acollectively, the "Securities") Pfizer are being registered under the Securities Act of 1933, as amended (i) the "Securities Act"), or applicable state securities laws, but are being issued pursuant to exemptions from such laws. Makena acknowledges that certificates for the Securities will bear a legend to the effect that the Securities are "restricted securities," transfer of the Securities is restricted pursuant to the Securities Act and applicable state securities laws, and stop-transfer instructions will be placed with the transfer agent for the Securities. Makena understands that there will be securities laws restrictions on Makena's ability to sell, pledge or transfer the Securities, and there are no assurances of a market for the Securities at such time Makena wants to sell them. 4.2 Makena is acquiring the Securities solely for its own account, for investment purposes only, and not with a view towards their resale or distribution. Makena has no present intention of selling, granting any participation in or otherwise distributing any of the Securities in a manner contrary to the Securities Act or any applicable state securities law. 4.3 Makena is an “"accredited investor” " as such term is defined in Rule 501(a) of Regulation D under the Securities ActAct and Makena is familiar with such term. Makena is a sophisticated investor, (ii) has the knowledge, sophistication sufficient knowledge and experience necessary to make, in financial and business matters that it is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in capable of evaluating the purchase merits and risks of investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its prospective investment in the Shares and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares. (b) Pfizer Securities. Makena's principal place of business is acquiring the Shares in the ordinary course of its business and for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act. (c) Pfizer was not organized for the specific purpose of acquiring the Shares. (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New YorkCalifornia. (f) Pfizer will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder. (g) Pfizer understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizer’s compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer set forth herein in order to determine the availability of such exemptions and the eligibility of Pfizer to acquire the Shares. (h) Pfizer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of an investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement. (i) Pfizer acknowledges that the Company has represented that no action 4.4 Makena has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering solely responsible for its due diligence investigation of the SharesPBID and its business, or possession or distribution of offering materials in connection with the issuance of the Shares, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer is located or domiciled outside the United States, it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. (j) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer has been furnished with all materials relating to the businessoperations, financial condition, results of operationsassets, propertiesliabilities and other relevant matters. Makena has reviewed PBID's filings with the U.S. Securities and Exchange Commission, management, operations and prospects of including the Company and materials relating to the terms and conditions of the offer and sale of the Shares that have been requested by Pfizerrisk factors contained therein. Pfizer has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained herein. Notwithstanding the foregoing, in entering into this Agreement, Pfizer represents that it is relying solely on the representations, warranties, covenants and agreements Except as expressly set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizer. Pfizer acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requested. (m) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer PBID is not in making any way acting in concert with representations or as a group with any third party with respect warranties to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this AgreementMakena.

Securities Law Representations and Warranties. (a) Pfizer (i) The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) Act and the Investor has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.; (b) Pfizer The Investor is acquiring the Shares in the ordinary course of its business and for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act.thereof; (c) Pfizer The Investor was not organized for the specific purpose of acquiring the Shares.; (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.; (ge) Pfizer The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizerthe Investor’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of Pfizer the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Pfizer the Investor to acquire the Shares.; (hf) Pfizer The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of an investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement.Offering; and (ig) Pfizer acknowledges that If the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issuance of the Shares, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer Investor is located or domiciled outside the United States, States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers the Shares or has in its possession or distributes any offering material, in all cases at its own expense. (j) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and materials relating to the terms and conditions of the offer and sale of the Shares that have been requested by Pfizer. Pfizer has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained herein. Notwithstanding the foregoing, in entering into this Agreement, Pfizer represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizer. Pfizer acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requested. (m) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. (a) Pfizer (i) The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) Act and the Investor has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.; (b) Pfizer The Investor is acquiring the Shares in the ordinary course of its business and for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act.thereof; (c) Pfizer The Investor was not organized for the specific purpose of acquiring the Shares.; (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.; (ge) Pfizer The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizerthe Investor’s compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Pfizer the Investor to acquire the Shares.; (hf) Pfizer The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of an investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement.Shares; and (ig) Pfizer acknowledges that If the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issuance of the Shares, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer Investor is located or domiciled outside the United States, States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. (j) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and materials relating to the terms and conditions of the offer and sale of the Shares that have been requested by Pfizer. Pfizer has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained herein. Notwithstanding the foregoing, in entering into this Agreement, Pfizer represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizer. Pfizer acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requested. (m) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. (a) Pfizer (i) The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) Act and the Investor has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares Securities and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.Securities; (b) Pfizer The Investor (i) is acquiring the Units (including the Unit Common Stock and Warrants) and (ii) upon exercise of the Warrants held by it, will acquire the Warrant Shares in the ordinary course of its business and then issuable upon exercise thereof for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof in any circumstance that could cause the offering of the Unit Common Stock and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the Warrants and the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V Unit Common Stock and except as would the Warrants hereunder to not result in a violation be exempt from registration pursuant to Section 4(2) of the Securities Act.; (c) Pfizer The Investor was not organized for the specific purpose of acquiring the Shares.Securities; (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.; (ge) Pfizer The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizerthe Investor’s compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer the Investor set forth herein and in the applicable Warrant in order to determine the availability of such exemptions and the eligibility of Pfizer the Investor to acquire the Shares.Securities; (hf) Pfizer The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares Securities or the fairness or suitability of an investment in the Shares Securities nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement.Securities; and (ig) Pfizer The Investor acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the SharesSecurities, or possession or distribution of offering materials in connection with the issuance issue of the SharesSecurities, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer the Investor is located or domiciled outside the United States, States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares Securities or has in its possession or distributes any offering material, in all cases at its own expense. (j) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and materials relating to the terms and conditions of the offer and sale of the Shares that have been requested by Pfizer. Pfizer has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained herein. Notwithstanding the foregoing, in entering into this Agreement, Pfizer represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizer. Pfizer acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requested. (m) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. (a) Pfizer The Investor represents and warrants that it is a qualified institutional buyer (ia "QIB") is within the meaning of Rule 144A promulgated under the Securities Act or 1933, as amended (the "SECURITIES ACT") and an “accredited investor” as defined in investor within the meaning of Rule 501(a) of Regulation D under the Securities Act, (ii) has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.; (b) Pfizer The Investor is acquiring the Shares in the ordinary course of its business and Securities for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act.thereof; (c) Pfizer The Investor was not organized for the specific purpose of acquiring the Shares.Securities; (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("RULE 144A") or otherwise in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.; (ge) Pfizer The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizer’s the Investor's compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Pfizer the Investor to acquire the Shares.Securities; (hf) Pfizer The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares Securities or the fairness or suitability of an investment in the Shares Securities nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement.Offering; and (ig) Pfizer The Investor acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the SharesSecurities, or possession or distribution of offering materials in connection with the issuance issue of the SharesSecurities, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer the Investor is located or domiciled outside the United States, States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares Securities or has in its possession or distributes any offering material, in all cases at its own expense. (jh) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer The Investor has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and its Subsidiaries, including materials relating to the terms and conditions of the offer and sale of the Shares that Securities which have been requested by Pfizerthe Investor. Pfizer The Investor has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that which are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained hereinInvestor. Notwithstanding the foregoing, in entering into this Agreement, Pfizer the Investor represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizer. Pfizer acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requestedInvestor. (mi) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and The Investor has independently evaluated the merits of its decision to purchase Shares Securities pursuant to this Agreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. (a) Pfizer The Investor (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares Units and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.Units; (b) Pfizer The Investor is acquiring the Shares in Units and the ordinary course of its business and Unit Securities for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act.thereof; (c) Pfizer The Investor was not organized for the specific purpose of acquiring the Shares.Units; (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Units or Underlying Securities except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.; (ge) Pfizer The Investor understands that the Shares Units and the Unit Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizerthe Investor’s compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Pfizer the Investor to acquire the Shares.Units; (hf) Pfizer The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares Units or Underlying Securities or the fairness or suitability of an investment in the Shares Units or Underlying Securities nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement.Offering; and (ig) Pfizer The Investor acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the SharesUnits, or possession or distribution of offering materials in connection with the issuance issue of the SharesUnits, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer the Investor is located or domiciled outside the United States, States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares Units or has in its possession or distributes any offering material, in all cases at its own expense. (jh) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer The Investor has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, finances and operations and prospects of the Company and its Subsidiaries and materials relating to the terms and conditions of the offer and sale of the Shares that Units which have been requested by Pfizerthe Investor. Pfizer The Investor has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that which are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained hereinInvestor. Notwithstanding the foregoing, in entering into this Agreement, Pfizer the Investor represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizer. Pfizer acknowledges that no third party has made the Investor, specifically including, without limitation, the Confidential Private Placement Memorandum dated March 5, 2005, whether by e-mail, power-point presentation or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requestedotherwise. (m) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. (a) Pfizer The Investor (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.; (b) Pfizer The Investor is acquiring the Shares in the ordinary course of its business and for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act.thereof; (c) Pfizer The Investor was not organized for the specific purpose of acquiring the Shares.; (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.; (ge) Pfizer The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizerthe Investor’s compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Pfizer the Investor to acquire the Shares.; (hf) Pfizer The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of an investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement.Offering; and (ig) Pfizer The Investor acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issuance issue of the Shares, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer the Investor is located or domiciled outside the United States, States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. (jh) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer The Investor has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and its Subsidiaries, including materials relating to the terms and conditions of the offer and sale of the Shares that which have been requested by Pfizerthe Investor. Pfizer The Investor has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that which are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained hereinInvestor. Notwithstanding the foregoing, in entering into this Agreement, Pfizer the Investor represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizerthe Investor. Pfizer Investor acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requestedSEC Investigation remains ongoing. (mi) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and The Investor has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreementagreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. (a) Pfizer (i) The Investor is an “"accredited investor” " as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) Act and the Investor has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares Securities and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.Securities. Such Investor is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Investor is not a broker-dealer; (b) Pfizer The Investor (i) is acquiring the Shares in the ordinary course of its business and Securities for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act.thereof; (c) Pfizer The Investor was not organized for the specific purpose of acquiring the Shares.Securities; (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.; (ge) Pfizer The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is Sellers are relying upon the truth and accuracy of, and Pfizer’s the Investor's compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer the Investor set forth herein and in the applicable Warrant in order to determine the availability of such exemptions and the eligibility of Pfizer the Investor to acquire the Shares.Securities; (hf) Pfizer The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares Securities or the fairness or suitability of an investment in the Shares Securities nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement.Securities; and (ig) Pfizer The Investor acknowledges that the Company has Sellers have represented that no action has been or will be taken in any jurisdiction outside the United States by the Company Sellers that would permit an offering of the SharesSecurities, or possession or distribution of offering materials in connection with the issuance issue of the SharesSecurities, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer the Investor is located or domiciled outside the United States, States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares Securities or has in its possession or distributes any offering material, in all cases at its own expense. (j) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and materials relating to the terms and conditions of the offer and sale of the Shares that have been requested by Pfizer. Pfizer has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained herein. Notwithstanding the foregoing, in entering into this Agreement, Pfizer represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizer. Pfizer acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requested. (m) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. (a) Pfizer The Investor (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.; (b) Pfizer The Investor is acquiring the Shares in the ordinary course of its business and for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act.thereof; (c) Pfizer The Investor was not organized for the specific purpose of acquiring the Shares.; (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.; (ge) Pfizer The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizerthe Investor’s compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Pfizer the Investor to acquire the Shares.; (hf) Pfizer The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of an investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement.Offering; and (ig) Pfizer The Investor acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issuance issue of the Shares, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer the Investor is located or domiciled outside the United States, States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. (jh) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer The Investor has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and its Subsidiaries, including matters referred to in the Restatement Disclosure and materials relating to the terms and conditions of the offer and sale of the Shares that which have been requested by Pfizerthe Investor. Pfizer The Investor has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that which are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained hereinInvestor. Notwithstanding the foregoing, in entering into this Agreement, Pfizer the Investor represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizerthe Investor. Pfizer Investor acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requestedSEC Investigation remains ongoing. (mi) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and The Investor has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreementagreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. (a) Pfizer The Investor (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares Securities and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.Securities; (b) Pfizer The Investor is acquiring the Shares in the ordinary course of its business and Securities for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act.thereof; (c) Pfizer The Investor was not organized for the specific purpose of acquiring the Shares.Securities; (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares Securities except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.; (ge) Pfizer The Investor understands that the Shares Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizerthe Investor’s compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Pfizer the Investor to acquire the Shares.Securities; (hf) Pfizer The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares Securities or the fairness or suitability of an investment in the Shares Securities nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement.Offering; (ig) Pfizer The Investor acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the SharesSecurities, or possession or distribution of offering materials in connection with the issuance issue of the SharesSecurities, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer the Investor is located or domiciled outside the United States, States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares Securities or has in its possession or distributes any offering material, in all cases at its own expense.; (jh) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer The Investor has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and its Subsidiaries, including matters referred to in the materials relating to the terms and conditions of the offer and sale of the Shares that Securities which have been requested by Pfizerthe Investor. Pfizer The Investor has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that which are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained hereinInvestor. Notwithstanding the foregoing, in entering into this Agreement, Pfizer the Investor represents that it is relying solely on the SEC Documents, representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizer. Pfizer acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requested.Investor; and (mi) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and The Investor has independently evaluated the merits of its decision to purchase Shares Securities pursuant to this Agreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. (a) Pfizer (i) i. The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) Act and the Investor has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.; (b) Pfizer ii. The Investor is acquiring the Shares in the ordinary course of its business and for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act.thereof; (c) Pfizer iii. The Investor was not organized for the specific purpose of acquiring the Shares.; (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Sharesiv. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.; (g) Pfizer v. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizerthe Investor’s compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Pfizer the Investor to acquire the Shares.; (h) Pfizer vi. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of an investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement.Shares; and (i) Pfizer vii. The Investor acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issuance issue of the Shares, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer the Investor is located or domiciled outside the United States, States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. (j) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and materials relating to the terms and conditions of the offer and sale of the Shares that have been requested by Pfizer. Pfizer has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained herein. Notwithstanding the foregoing, in entering into this Agreement, Pfizer represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizer. Pfizer acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes of the information Pfizer has requested. (m) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. (a) Pfizer The Investor (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares.; (b) Pfizer The Investor is acquiring the Shares in the ordinary course of its business and for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation of the Securities Act.thereof; (c) Pfizer The Investor was not organized for the specific purpose of acquiring the Shares.; (d) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer understands that the market price of the Common Stock can be volatile and that no representation is being made as to the future value of the Common Stock. (e) Pfizer is organized under the laws of the State of Delaware and has a principal office in the State of New York. (f) Pfizer The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable foreign and state securities laws and the respective rules and regulations promulgated thereunder.; (ge) Pfizer The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizerthe Investor’s compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Pfizer the Investor to acquire the Shares.; (hf) Pfizer The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of an investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement.Offering; and (ig) Pfizer The Investor acknowledges that the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issuance issue of the Shares, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer the Investor is located or domiciled outside the United States, States it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. (jh) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer The Investor has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and its Subsidiaries, including matters referred to in the Pending Restatement Disclosure and materials relating to the terms and conditions of the offer and sale of the Shares that which have been requested by Pfizerthe Investor. Pfizer The Investor has been afforded the opportunity to ask questions of the Company and has received answers from an authorized representative of the Company that which are satisfactory to Pfizer for purposes of confirming Pfizer’s diligence and investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the Company’s representations and warranties contained hereinInvestor. Notwithstanding the foregoing, in entering into this Agreement, Pfizer the Investor represents that it is relying solely on the representations, warranties, covenants and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizerthe Investor. Pfizer Investor acknowledges that no third party has made or will make any representation or warranty to Pfizer regarding the adequacy or completeness for Pfizer’s purposes investigation of the information Pfizer matters discussed in the Pending Restatement Disclosure remains ongoing and the Company’s re-audit of the of the Company’s financial statements for the year ended December 31, 2004 has requestednot yet commenced. (mi) Pfizer has made its own assessment and is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment in the Shares and The Investor has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreementagreement. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.

Securities Law Representations and Warranties. (a) Pfizer (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, (ii) has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of investments in securities issued by the Company and investments in comparable companies, (iii) can bear the economic risk of a total loss of its investment in the Shares and (iv) has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares. (b) Pfizer GE Capital is acquiring the Sale Shares in the ordinary course of its business and for its own account account, for investment only and not with a view towards, or for resale in connection with, to the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other persons regarding within the sale or distribution of such Shares except in accordance with the provisions of ARTICLE V and except as would not result in a violation meaning of the Securities Act. (cii) Pfizer was GE Capital understands that the Sale Shares have not organized for been registered under the specific purpose Securities Act or under any state securities acts by reason of acquiring their issuance by the SharesCompany in a transaction exempt from the registration requirements of applicable state securities acts and the Securities Act pursuant to Section 4(2) thereof; and that they must be held indefinitely unless a subsequent disposition thereof is registered under such Securities Act and any applicable state securities acts or is exempt from such registration. (diii) Pfizer understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of Pfizer’s investment, and Pfizer has full cognizance of and understands all of the risk factors related to Pfizer’s purchase of the Shares. Pfizer GE Capital understands that the market price exemption from registration afforded by Rule 144 (the provisions of which are known to GE Capital) issued under the Common Stock can be volatile Securities Act depends on the satisfaction of various conditions and that no representation is being made as to that, if applicable, Rule 144 affords the future value of the Common Stockbasis for sales only in limited amounts and under limited circumstances. (eiv) Pfizer is organized under GE Capital represents, warrants and covenants to the laws of Company that it will not transfer the State of Delaware and has a principal office in the State of New York. (f) Pfizer will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Sale Shares except in compliance with the Securities ActShareholders' Agreement, the Company's Articles of Incorporation, and applicable foreign and state securities laws and the respective rules and regulations promulgated thereunderlaws. (gv) Pfizer understands GE Capital confirms that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Pfizer’s compliance with, representations, warranties, agreements, acknowledgements and understandings of Pfizer set forth herein in order to determine the availability of such exemptions and the eligibility of Pfizer to acquire the Shares. (h) Pfizer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of an investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares pursuant to this Agreement. (i) Pfizer acknowledges that has read the Company has represented that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection Registration Statement and is familiar with the issuance of the Shares, in any jurisdiction outside the United States where action for that purpose is required. If Pfizer is located or domiciled outside the United States, it agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. (j) Pfizer understands that no disclosure or offering document will be provided or prepared in connection with the offer and sale of the Shares. (k) Pfizer acknowledges that the Company is required to file reports containing certain business and financial information with the SEC pursuant to the reporting requirements of the Exchange Act, and that Pfizer is able to obtain copies of the SEC Documents filed through the date hereof. (l) Pfizer has been furnished with all materials relating to the business, financial condition, results of operations, properties, management, operations and prospects of the Company and materials relating to the terms and conditions of the offer and sale of the Shares that have been requested by Pfizer. Pfizer Euronet Group, (ii) has been afforded had the opportunity to ask questions of the Company Company's officers and has received answers from an authorized representative directors and to acquire such information about the business and financial condition of the Company that are satisfactory as the GE Companies has deemed necessary, and (iii) has had the opportunity to Pfizer for purposes of confirming Pfizer’s diligence obtain such other information as it has deemed necessary, and it has relied upon, among other things, its independent investigation in making a decision to enter into this Agreement. (vi) GE Capital has made such independent investigation of the Company. Neither such inquiries nor any other investigation conducted by or on behalf Company and of Pfizer or its representatives or counsel shall modify, amend or affect Pfizer’s right to rely on the business and financial condition of the Company’s representations and warranties contained herein. Notwithstanding the foregoing, as it, in entering into this Agreementthe exercise of the sound business judgement, Pfizer represents that it is relying solely on considers to be appropriate under the representations, warranties, covenants circumstances. (vii) GE Capital understands and agreements set forth in this Agreement, which document supersedes and replaces any other written or oral information communicated to Pfizer. Pfizer acknowledges that no third party the Company has not made or will and cannot make any representation or warranty as to Pfizer regarding the adequacy future operation or completeness for Pfizer’s purposes financial condition of the Company and/or the Euronet Group; that any estimates of future operating results or financial forecasts of any kind with respect to the Company and/or the Euronet Group which may be contained in any business plans or other document or information Pfizer has requestedfurnished to the GE Companies, may be incorrect and may not be realized; that such estimates or forecasts are based on assumptions which may or may not occur; and that no assurances can be given that the actual results of operations or financial condition of the Company and/or the Euronet Group will conform to such estimates or forecasts and that therefore no reliance can be placed thereon. (mviii) Pfizer has made its own assessment and GE Capital is satisfied concerning the relevant tax, legal and other economic considerations relevant to Pfizer’s investment an "accredited investor" as that term is defined in the Shares and has independently evaluated the merits of its decision to purchase Shares Regulation D promulgated pursuant to this Agreementthe Securities Act. (n) Pfizer acknowledges that its decision to purchase Shares pursuant to this Agreement has been made by Pfizer independently. Pfizer is not in any way acting in concert with or as a group with any third party with respect to (i) the purchase or ownership of the Shares or (ii) the other transactions contemplated by this Agreement. Pfizer acknowledges that no third party has acted as agent for Pfizer in connection with making its investment hereunder and that no third party will be acting as agent of Pfizer in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement.