Common use of Additional Representations and Warranties Clause in Contracts

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further represents and warrants to the Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.

Additional Representations and Warranties. Such Each Acquiree Shareholder, severally and not jointly, further represents and warrants to the Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a6.03(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC ReportsDocuments; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC ReportsDocuments; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I Exhibit A is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further represents and warrants (a) The RVMTP Shares conform in all material respects to those set forth in the Statement attached to the Acquiror Offering Memorandum. (b) The RVMTP Shares satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act, and no securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as follows: the RVMTP Shares are listed on any national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended, or quoted in a U.S. automated inter-dealer quotation system. (c) Assuming the accuracy of the representations and warranties of the Purchaser set forth herein, neither the Fund, nor, to the Fund’s knowledge, any Person acting on its behalf, has, directly or indirectly, made offers or sales of any security (as defined in the Securities Act), or solicited offers to buy any security, under circumstances that would require the registration of the RVMTP Shares under the Securities Act. (d) If the Fund establishes a Bloomberg screen for the RVMTP Shares, the Fund will request that Bloomberg, L.P. include the following (or similar) language on each Bloomberg screen containing information about the RVMTP Shares: (i) such Person qualifies as an Accredited Investor; the “Note Box” on the bottom of the “Security Display” page describing the RVMTP Shares will state: “Iss’d Under 144A.” (ii) such Person consents the “Security Display” page will have flashing a red indicator “See Other Available Information.” (iii) the indicator will link to the placement “Additional Security Information” page, which will state that the securities are being offered in reliance on the exemption from registration under Rule 144A of the Securities Act to persons who are qualified institutional buyers (as defined in Rule 144A under the Securities Act). (e) The Fund has instructed or will instruct The Depository Trust Company (“DTC”) to take these or similar steps with respect to the RVMTP Shares: (i) the DTC 20-character security descriptor and 48-character additional descriptor will indicate that sales of the RVMTP Shares are limited to QIBs. (f) The Fund has confirmed that CUSIP has established a legend on any certificate “fixed field” attached to the CUSIP number for the RVMTP Shares containing the “144A” indicator. (g) The Fund’s authorized equity capitalization is as set forth, or other document evidencing the Acquiror Shares substantially incorporated by reference, in the form Offering Memorandum; the equity capital of the Fund conforms in all material respects to the description thereof contained, or incorporated by reference, in the Offering Memorandum; all outstanding Common Shares and Preferred Shares have been duly authorized and validly issued and are fully paid and, except as set forth in Section 3.8(a)the Offering Memorandum, nonassessable; and, except as set forth in the Offering Memorandum, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Fund are outstanding. (iiih) The statements in the Offering Memorandum under the headings “Anti-Takeover and Other Provisions of the Declarations of Trust”, “Description of Capital Structure”, and “Tax Matters” insofar as such Person has sufficient knowledge statements summarize matters of United States federal law, agreements, documents or proceedings discussed therein, are accurate and experience fair summaries in financeall material respects of such matters, securitiesagreements, investments documents or proceedings. (i) Each of the filings with the Securities and other business matters Exchange Commission since July 31, 2013 that it is required to make under the 1940 Act (each such filing, a “1940 Act Document”) complies in all material respects with the requirements of the 1940 Act, and each 1940 Act Document did not at the time of filing with the Securities and Exchange Commission include an untrue statement of a material fact or omit to state a material fact required to be able stated therein or necessary in order to protect such Person’s make the statements therein, in the light of the circumstances under which they were made, not misleading. (j) No consent, approval, authorization, filing with or entity’s interests order of any court or governmental agency or body is required by the Fund in connection with the transactions contemplated by in this Agreement, the Calculation and Paying Agent Agreement, the Statement and the Offering Memorandum (collectively, the “Fund Agreements”), except such as have been made or obtained under Blue Sky Laws of the various states and foreign jurisdictions, the Securities Act, the 1940 Act, the rules and regulations of the Financial Industry Regulatory Authority, Inc. and the New York Stock Exchange, and except where the failure to obtain such consent, approval, authorization, order, permit or qualification would not have a Fund Material Adverse Effect. (k) None of the execution, delivery or performance of any of the Fund Agreements, nor the consummation of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, conflict with, result in a breach or violation of, or require or result in imposition of any material lien, charge or encumbrance upon any property or assets of the Fund pursuant to, (i) the Declaration or the Statement, or (ii) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Fund is a party or by which it is bound or to which its property is subject, or materially violates or will materially violate any material statute, law, rule, regulation, judgment, order or decree applicable to the Fund of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Fund or any of its properties. (l) The Fund is not in violation or default of any provision of its Declaration or the Statement, or in material violation of (i) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject or (ii) any material statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Fund or any of its properties, except in the case of clause (i) where such violation or default would not have a Fund Material Adverse Effect. (m) Since the date as of which information is given in the Offering Memorandum, except as otherwise stated therein, (i) no transaction or event has occurred and no change has occurred in the condition (financial or otherwise) or operations of the Fund that would materially and adversely affect its ability to perform its obligations under this Agreement and the other Related Documents to which it is a party or by which it is bound and (ii) there have been no transactions entered into by the Fund which are material to the Fund other than those in the ordinary course of its business or as described or contemplated in the Offering Memorandum (and any amendment or supplement thereto). (n) Pricewaterhouse Coopers LLP, an independent registered public accounting firm, has been engaged to conduct the audit of the Fund’s financial statements for the fiscal year ended December 31, 2023 and previously audited the Fund’s financial statements for the fiscal years since the Fund’s inception. Pricewaterhouse Coopers LLP has delivered its reports with respect to the audited financial statements included or incorporated by reference in the Offering Memorandum. (o) The Fund’s trustees and officers errors and omissions insurance policy and its fidelity bond required by Rule 17g-1 under the 1940 Act are in full force and effect; the Fund is in compliance with the terms of such policy and fidelity bond in all material respects; and there are no claims by the Fund under any such policy or fidelity bond as to which any insurance company is denying liability or defending under a reservation of rights clause; the Fund has not been refused any insurance coverage sought or applied for; and the Fund has no reason to believe that it will not be able to renew its existing insurance coverage and fidelity bond as and when such coverage and fidelity bond expires or to obtain similar coverage and fidelity bond from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business, properties, net assets or results of operations of the Fund (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Offering Memorandum. (p) The Fund possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its business, and the Fund has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Fund (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Offering Memorandum. (q) The Fund maintains and will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization and with the investment objectives, policies and restrictions of the Fund and the applicable requirements of the 1940 Act and the Code; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in the United States, to calculate net asset value, to maintain accountability for assets and to maintain material compliance with the books and records requirements under the 1940 Act; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Fund employs “internal controls over financial reporting” (as such Person term is defined in Rule 30a-3 under the 1940 Act) and such internal controls over financial reporting are effective as required the 1940 Act. The Fund is not aware of any material weakness in its internal controls over financial reporting. (r) The Fund maintains “disclosure controls and procedures” (as such term is defined in Rule 30a-3 under the 1940 Act); such disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. (s) Except as described in the Offering Memorandum, the Fund has consultednot taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in a violation of federal securities laws or in stabilization or manipulation of the price of any security of the Fund to facilitate the resale of the RVMTP Shares, and the Fund is not aware of any such action taken or to be taken by any affiliates of the Fund. (t) Each of the Custodian Agreement between the Fund and State Street Bank and Trust Company, dated as of June 25, 2001, as amended, the Investment Management Agreement between the Fund and the Investment Manager, dated as of September 5, 2014 (the “Investment Management Agreement”), and the Calculation and Paying Agent Agreement between the Fund and the Calculation and Paying Agent, dated as of September 18, 2018 and amended and restated as of July 14, 2021, complies in all material respects with all applicable provisions of the 1940 Act, the Advisers Act, and the Fund’s trustees and the Fund’s shareholders have approved the Investment Management Agreement in accordance with Sections 15(a) and (c) of the 1940 Act. (u) Except as set forth or incorporated by reference in the Offering Memorandum, no trustee of the Fund is an “interested person” (as defined in the 1940 Act) of the Fund. (v) The Fund has filed all foreign, federal, state and local tax returns required to be filed or has properly requested extensions thereof (except in any case in which the failure so to file would not have a Fund Material Adverse Effect (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth or incorporated by reference in or contemplated in the Offering Memorandum) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that it has deemed necessaryany of the foregoing is due and payable, with its taxexcept for any such assessment, legal, accounting and financial advisors concerning its investment fine or penalty that is currently being contested in good faith or as would not have a Fund Material Adverse Effect (other than as a result of a change in the Acquiror Shares and can afford to bear such risks for an indefinite period of timefinancial markets generally), including, without limitation, the risk of losing its entire investment whether or not arising from transactions in the Acquiror Sharesordinary course of business, except as set forth or incorporated by reference in or contemplated in the Offering Memorandum; (v) such Person has had access to and the SEC Reports; (vi) such Person Fund has been furnished during and is currently in compliance with the course requirements of Subchapter M of the transactions contemplated by this Agreement with all Code to qualify as a regulated investment company under the Code. (w) There are no transfer taxes or other public information regarding similar fees or charges under federal law or the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks laws of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror state, or any officerpolitical subdivision thereof, employee or agent of the Acquiror, other than those contained required to be paid in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive connection with the execution and delivery of this Agreement Agreement. (x) The Fund has adopted and the purchase implemented written policies and procedures reasonably designed to prevent violation of the Acquiror Federal Securities Laws (as that term is defined in Rule 38a-1 under the 1940 Act) by the Fund, including policies and procedures that provide oversight of compliance by each investment adviser and transfer agent of the Fund. (y) The offering of the RVMTP Shares in the manner contemplated by the Offering Memorandum has been conducted in a manner by the Fund and its agents so as not to violate any applicable federal securities laws, including the 1940 Act, the Advisers Act, or any applicable state laws. (z) Prior to its entry into the Original VMTP Purchase Agreement, the Fund obtained from ▇▇▇▇▇’▇ written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by ▇▇▇▇▇’▇ to the Auction Preferred Shares.

Additional Representations and Warranties. Such Acquiree Shareholder, (a) All of the representations and covenants made to Seller by the other parties to this Agreement have been made jointly and severally and not jointly, further represents and warrants by each of the parties hereto which has made any such representation or covenant. (b) In addition to the Acquiror as follows: representations set forth elsewhere in this Agreement, FAA and Dealer jointly and severally, represent to Seller that: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents All of the documents and correspondence provided to the placement Seller by FAA and Dealer, or any of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests their agents in connection with the transactions contemplated by solicitation of Seller's consent to this Agreement; , are true and correct copies of such documents. (ivc) such Person has consulted, In addition to the extent that it has deemed necessarycovenants set forth elsewhere in this Agreement, FAA and Dealer, jointly and severally, agree with its tax, legal, accounting and financial advisors concerning its investment Seller that: (i) Dealer will at all times be involved in the Acquiror Shares operation of the Nissan dealership currently operated by it and can afford to bear such risks for an indefinite period Dealer will not conduct any other type of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; business. (vii) such Person has had access No distributions will be made to the SEC Reports; (vi) stockholders or partners of Dealer and FAA if such Person has been furnished during the course distributions would cause Dealer to fail to meet any of the transactions contemplated by this Agreement with all other public information regarding Guides and Standards relating to the Acquiror that capitalization of Dealer. In particular, FAA will not be permitted to voluntarily redeem any of its preferred stock, if prior to and after giving effect to such Person has requested and all such public information is sufficient for such Person redemption Dealer fails to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions meet any of the issuance Guides and Standards relating to capitalization of Dealer. (iii) FAA and Dealer hereby, jointly and severally, indemnify and hold harmless, Seller, its officers, directors, affiliates and agents, and each person who controls Seller within the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent meaning of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act of 1933, as amended (the "Act"), from and against any and all losses, claims, damages or (B) an exemption from registration liabilities, to which they or any of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale them may become subject under the Act, the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual Exchange Act of 1934, as amended, or its principal business address if it is a corporation or any other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission law, rule or regulatory authorityregulation, that at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of the foregoing authorities have not confirmed the accuracy sale by FAA or determined the adequacy Dealer of any information concerning securities. The indemnification provided for in this paragraph shall be exclusive of, and in addition to, any indemnification pursuant to Section 10 of the Acquiror that has been supplied to such Person and that any representation Standard Provisions. (iv) One of the conditions to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery effectiveness of this Agreement and by Seller is the purchase delivery of an opinion of counsel to all of the Acquiror Sharesparties hereto (other than Seller) to the effect that this Agreement has been duly executed and delivered by each of the parties thereto (other than Seller) and is the legal, valid and binding obligation of each of such parties enforceable in accordance with its terms.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further represents and warrants (a) The RVMTP Shares conform in all material respects to those set forth in the Statement attached to the Acquiror Offering Memorandum. (b) The RVMTP Shares satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act, and no securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as follows: the RVMTP Shares are listed on any national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended, or quoted in a U.S. automated inter-dealer quotation system. (c) Assuming the accuracy of the representations and warranties of the Purchaser set forth herein, neither the Fund, nor, to the Fund’s knowledge, any Person acting on its behalf, has, directly or indirectly, made offers or sales of any security (as defined in the Securities Act), or solicited offers to buy any security, under circumstances that would require the registration of the RVMTP Shares under the Securities Act. (d) If the Fund establishes a Bloomberg screen for the RVMTP Shares, the Fund will request that Bloomberg, L.P. include the following (or similar) language on each Bloomberg screen containing information about the RVMTP Shares: (i) such Person qualifies as an Accredited Investor; the “Note Box” on the bottom of the “Security Display” page describing the RVMTP Shares will state: “Iss’d Under 144A.” (ii) such Person consents the “Security Display” page will have flashing a red indicator “See Other Available Information.” (iii) the indicator will link to the placement “Additional Security Information” page, which will state that the securities are being offered in reliance on the exemption from registration under Rule 144A of the Securities Act to persons who are qualified institutional buyers (as defined in Rule 144A under the Securities Act). (e) The Fund has instructed or will instruct The Depository Trust Company (“DTC”) to take these or similar steps with respect to the RVMTP Shares: (i) the DTC 20-character security descriptor and 48-character additional descriptor will indicate that sales of the RVMTP Shares are limited to QIBs. (f) The Fund has confirmed that CUSIP has established a legend on any certificate “fixed field” attached to the CUSIP number for the RVMTP Shares containing the “144A” indicator. (g) The Fund’s authorized equity capitalization is as set forth, or other document evidencing the Acquiror Shares substantially incorporated by reference, in the form Offering Memorandum; the equity capital of the Fund conforms in all material respects to the description thereof contained, or incorporated by reference, in the Offering Memorandum; all outstanding Common Shares and Preferred Shares have been duly authorized and validly issued and are fully paid and, except as set forth in Section 3.8(a)the Offering Memorandum, nonassessable; and, except as set forth in the Offering Memorandum, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Fund are outstanding. (iiih) The statements in the Offering Memorandum under the headings “Anti-Takeover and Other Provisions of the Declarations of Trust”, “Description of Capital Structure”, and “Tax Matters” insofar as such Person has sufficient knowledge statements summarize matters of United States federal law, agreements, documents or proceedings discussed therein, are accurate and experience fair summaries in financeall material respects of such matters, securitiesagreements, investments documents or proceedings. (i) Each of the filings with the Securities and other business matters Exchange Commission since July 31, 2013 that it is required to make under the 1940 Act (each such filing, a “1940 Act Document”) complies in all material respects with the requirements of the 1940 Act, and each 1940 Act Document did not at the time of filing with the Securities and Exchange Commission include an untrue statement of a material fact or omit to state a material fact required to be able stated therein or necessary in order to protect such Person’s make the statements therein, in the light of the circumstances under which they were made, not misleading. (j) No consent, approval, authorization, filing with or entity’s interests order of any court or governmental agency or body is required by the Fund in connection with the transactions contemplated by in this Agreement, the Calculation and Paying Agent Agreement, the Statement and the Offering Memorandum (collectively, the “Fund Agreements”), except such as have been made or obtained under Blue Sky Laws of the various states and foreign jurisdictions, the Securities Act, the 1940 Act, the rules and regulations of the Financial Industry Regulatory Authority, Inc. and the New York Stock Exchange, and except where the failure to obtain such consent, approval, authorization, order, permit or qualification would not have a Fund Material Adverse Effect. (k) None of the execution, delivery or performance of any of the Fund Agreements, nor the consummation of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, conflict with, result in a breach or violation of, or require or result in imposition of any material lien, charge or encumbrance upon any property or assets of the Fund pursuant to, (i) the Declaration or the Statement, or (ii) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Fund is a party or by which it is bound or to which its property is subject, or materially violates or will materially violate any material statute, law, rule, regulation, judgment, order or decree applicable to the Fund of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Fund or any of its properties. (l) The Fund is not in violation or default of any provision of its Declaration or the Statement, or in material violation of (i) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject or (ii) any material statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Fund or any of its properties, except in the case of clause (i) where such violation or default would not have a Fund Material Adverse Effect. (m) Since the date as of which information is given in the Offering Memorandum, except as otherwise stated therein, (i) no transaction or event has occurred and no change has occurred in the condition (financial or otherwise) or operations of the Fund that would materially and adversely affect its ability to perform its obligations under this Agreement and the other Related Documents to which it is a party or by which it is bound and (ii) there have been no transactions entered into by the Fund which are material to the Fund other than those in the ordinary course of its business or as described or contemplated in the Offering Memorandum (and any amendment or supplement thereto). (n) Pricewaterhouse Coopers LLP, an independent registered public accounting firm, has been engaged to conduct the audit of the Fund’s financial statements for the fiscal year ended December 31, 2020 and previously audited the Fund’s financial statements for the fiscal years since the Fund’s inception. Pricewaterhouse Coopers LLP has delivered its reports with respect to the audited financial statements included or incorporated by reference in the Offering Memorandum. (o) The Fund’s trustees and officers errors and omissions insurance policy and its fidelity bond required by Rule 17g-1 under the 1940 Act are in full force and effect; the Fund is in compliance with the terms of such policy and fidelity bond in all material respects; and there are no claims by the Fund under any such policy or fidelity bond as to which any insurance company is denying liability or defending under a reservation of rights clause; the Fund has not been refused any insurance coverage sought or applied for; and the Fund has no reason to believe that it will not be able to renew its existing insurance coverage and fidelity bond as and when such coverage and fidelity bond expires or to obtain similar coverage and fidelity bond from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business, properties, net assets or results of operations of the Fund (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Offering Memorandum. (p) The Fund possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its business, and the Fund has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Fund (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Offering Memorandum. (q) The Fund maintains and will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization and with the investment objectives, policies and restrictions of the Fund and the applicable requirements of the 1940 Act and the Code; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in the United States, to calculate net asset value, to maintain accountability for assets and to maintain material compliance with the books and records requirements under the 1940 Act; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Fund employs “internal controls over financial reporting” (as such Person term is defined in Rule 30a-3 under the ▇▇▇▇ ▇▇▇) and such internal controls over financial reporting are effective as required the ▇▇▇▇ ▇▇▇. The Fund is not aware of any material weakness in its internal controls over financial reporting. (r) The Fund maintains “disclosure controls and procedures” (as such term is defined in Rule 30a-3 under the 1940 Act); such disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. (s) Except as described in the Offering Memorandum, the Fund has consultednot taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in a violation of federal securities laws or in stabilization or manipulation of the price of any security of the Fund to facilitate the resale of the RVMTP Shares, and the Fund is not aware of any such action taken or to be taken by any affiliates of the Fund. (t) Each of the Custodian Agreement between the Fund and State Street Bank and Trust Company, dated as of June 25, 2001, as amended, the Investment Management Agreement between the Fund and the Investment Manager, dated as of September 5, 2014 (the “Investment Management Agreement”), and the Calculation and Paying Agent Agreement between the Fund and the Calculation and Paying Agent, dated as of September 18, 2018 and amended and restated as of July 14, 2021, complies in all material respects with all applicable provisions of the 1940 Act, the Advisers Act, and the Fund’s trustees and the Fund’s shareholders have approved the Investment Management Agreement in accordance with Sections 15(a) and (c) of the 1940 Act. (u) Except as set forth or incorporated by reference in the Offering Memorandum, no trustee of the Fund is an “interested person” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. (v) The Fund has filed all foreign, federal, state and local tax returns required to be filed or has properly requested extensions thereof (except in any case in which the failure so to file would not have a Fund Material Adverse Effect (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth or incorporated by reference in or contemplated in the Offering Memorandum) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that it has deemed necessaryany of the foregoing is due and payable, with its taxexcept for any such assessment, legal, accounting and financial advisors concerning its investment fine or penalty that is currently being contested in good faith or as would not have a Fund Material Adverse Effect (other than as a result of a change in the Acquiror Shares and can afford to bear such risks for an indefinite period of timefinancial markets generally), including, without limitation, the risk of losing its entire investment whether or not arising from transactions in the Acquiror Sharesordinary course of business, except as set forth or incorporated by reference in or contemplated in the Offering Memorandum; (v) such Person has had access to and the SEC Reports; (vi) such Person Fund has been furnished during and is currently in compliance with the course requirements of Subchapter M of the transactions contemplated by this Agreement with all Code to qualify as a regulated investment company under the Code. (w) There are no transfer taxes or other public information regarding similar fees or charges under federal law or the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks laws of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror state, or any officerpolitical subdivision thereof, employee or agent of the Acquiror, other than those contained required to be paid in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive connection with the execution and delivery of this Agreement Agreement. (x) The Fund has adopted and the purchase implemented written policies and procedures reasonably designed to prevent violation of the Acquiror Federal Securities Laws (as that term is defined in Rule 38a-1 under the ▇▇▇▇ ▇▇▇) by the Fund, including policies and procedures that provide oversight of compliance by each investment adviser and transfer agent of the Fund. (y) The offering of the VMTP Shares in the manner contemplated by the Offering Memorandum has been conducted in a manner by the Fund and its agents so as not to violate any applicable federal securities laws, including the 1940 Act, the Advisers Act, or any applicable state laws. (z) Prior to its entry into the Original VMTP Purchase Agreement, the Fund obtained from ▇▇▇▇▇’▇ written confirmation that the issuance of the VMTP Shares by the Fund will not, in and of itself, result in a reduction, placement on review for possible downgrade, or withdrawal of the ratings then assigned by ▇▇▇▇▇’▇ to the Auction Preferred Shares.

Additional Representations and Warranties. Such Acquiree Shareholder, severally The following additional representations and not jointly, further represents and warrants warranties are given by the Issuer to the Acquiror Purchaser as follows: of the Effective Date. (ia) such Person qualifies as an Accredited Investor; (ii) such Person consents The Series 2054 RVMTP Shares conform in all material respects to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form those set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, Statement attached to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in Offering Memorandum. (b) As of the Acquiror Shares and can afford to bear such risks for an indefinite period Date of time, including, without limitationOriginal Issue, the risk Series 2054 RVMTP Shares satisfy the eligibility requirements of losing its entire investment in the Acquiror Shares; (vRule 144A(d)(3) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; , and no securities of the same class (xiwithin the meaning of Rule 144A(d)(3) such under the Securities Act) as the Series 2054 RVMTP Shares are listed on any national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended, or quoted in a U.S. automated inter-dealer quotation system. (c) Assuming the accuracy of the representations and warranties of the Purchaser set forth herein, neither the Issuer, nor, to the Issuer's knowledge, any Person represents acting on its behalf, has, directly or indirectly, made offers or sales of any security (as defined in the Securities Act), or solicited offers to buy any security, under circumstances that would require the registration of the Series 2054 RVMTP Shares under the Securities Act. (d) If the Issuer establishes a Bloomberg screen for the RVMTP Shares, the Issuer will request that ▇▇▇▇▇▇▇▇▇, L.P. include the following (or similar) language on each Bloomberg screen containing information about the Series 2054 RVMTP Shares: (i) the "Note Box" on the bottom of the "Security Display" page describing the Series 2054 RVMTP Shares will state: "Iss'd Under 144A." (ii) the "Security Display" page will have flashing a red indicator "See Other Available Information." (iii) the indicator will link to the "Additional Security Information" page, which will state that the address furnished securities are being offered in Schedule I is reliance on the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase exemption from registration under Rule 144A of the Acquiror SharesSecurities Act to persons who are qualified institutional buyers (as defined in Rule 144A under the Securities Act).

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further represents and warrants (a) The Seller shall be deemed to represent to the Acquiror Purchaser and to any Depositor, as followsof the date on which information is first provided to the Purchaser or any Depositor under Section 3.02(b) that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) such Person qualifies the Seller is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as an Accredited Investorto any other securitization due to any act or failure to act of the Seller; (ii) such Person consents the Seller has not been terminated as servicer in a residential mortgage loan securitization, either due to the placement a servicing default or to application of a legend on any certificate servicing performance test or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a)trigger; (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection no material noncompliance with the transactions contemplated applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Seller as servicer has been disclosed or reported by this Agreementthe Seller; (iv) such Person has consulted, no material changes to the extent that Seller’s policies or procedures with respect to the servicing function it has deemed necessary, with its tax, legal, accounting will perform under this Agreement and financial advisors concerning its investment in any Reconstitution Agreement for mortgage loans of a type similar to the Acquiror Shares and can afford to bear such risks for an indefinite Mortgage Loans have occurred during the three-year period of time, including, without limitation, immediately preceding the risk of losing its entire investment in the Acquiror Sharesrelated Securitization Transaction; (v) such Person has had access to there are no aspects of the SEC ReportsSeller’s financial condition that could have a material adverse effect on the performance by the Seller of its servicing obligations under this Agreement or any Reconstitution Agreement; (vi) such Person has been furnished during there are no material legal or governmental proceedings pending (or known to be contemplated) against the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested Seller or any Subservicer; and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) there are no affiliations, relationships or transactions relating to the Seller or any Subservicer with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB. (b) If so requested by the Purchaser or any Depositor on any date following the date on which information is first provided to the Purchaser or any Depositor under Section 3.02(b), the Seller shall, within five Business Days following such Person has been afforded request, confirm in writing the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions accuracy of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or set forth in paragraph (b) of this Section 10.08 or, if any officer, employee or agent such representation and warranty is not accurate as of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer date of such securities is registered under request, provide reasonably adequate disclosure of the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished pertinent facts, in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authoritywriting, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Sharesrequesting party.

Additional Representations and Warranties. Such Acquiree Shareholder, severally The following additional representations and not jointly, further represents and warrants warranties are given by the Issuer to the Acquiror Purchaser as follows: of the Effective Date. (a) The Series 2054 RVMTP Shares conform in all material respects to those set forth in the Statement attached to the Offering Memorandum. (b) As of the Date of Original Issue, the Series 2054 RVMTP Shares satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act, and no securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Series 2054 RVMTP Shares are listed on any national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended, or quoted in a U.S. automated inter-dealer quotation system. (c) Assuming the accuracy of the representations and warranties of the Purchaser set forth herein, neither the Issuer, nor, to the Issuer's knowledge, any Person acting on its behalf, has, directly or indirectly, made offers or sales of any security (as defined in the Securities Act), or solicited offers to buy any security, under circumstances that would require the registration of the Series 2054 RVMTP Shares under the Securities Act. (d) If the Issuer establishes a Bloomberg screen for the RVMTP Shares, the Issuer will request that ▇▇▇▇▇▇▇▇▇, L.P. include the following (or similar) language on each Bloomberg screen containing information about the Series 2054 RVMTP Shares: (i) such Person qualifies as an Accredited Investor; the "Note Box" on the bottom of the "Security Display" page describing the Series 2054 RVMTP Shares will state: "Iss'd Under 144A." (ii) such Person consents the "Security Display" page will have flashing a red indicator "See Other Available Information." (iii) the indicator will link to the placement "Additional Security Information" page, which will state that the securities are being offered in reliance on the exemption from registration under Rule 144A of a legend on any certificate the Securities Act to persons who are qualified institutional buyers (as defined in Rule 144A under the Securities Act). (e) The Issuer's authorized equity capitalization is as set forth, or other document evidencing the Acquiror Shares substantially incorporated by reference, in the form Offering Memorandum; the equity capital of the Issuer conforms in all material respects to the description thereof contained, or incorporated by reference, in the Offering Memorandum; all outstanding Common Shares have been duly authorized and validly issued and are fully paid and, except as set forth in Section 3.8(a)the Offering Memorandum, nonassessable; and, except as set forth in the Offering Memorandum, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Issuer are outstanding. (iiif) The statements in the Offering Memorandum under the headings “Anti-Takeover and Other Provisions of the Declaration of Trust”, “Description of Capital Structure”, and “Tax Matters” insofar as such Person has sufficient knowledge statements summarize matters of United States federal law, agreements, documents or proceedings discussed therein, are accurate and experience fair summaries in financeall material respects of such matters, securitiesagreements, investments documents or proceedings. (g) Each of the filings with the Securities and other business matters Exchange Commission that it is required to make under the 1940 Act (each such filing, a "1940 Act Document") complies in all material respects with the requirements of the 1940 Act, and each 1940 Act Document did not at the time of filing with the Securities and Exchange Commission include an untrue statement of a material fact or omit to state a material fact required to be able stated therein or necessary in order to protect such Person’s make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) No consent, approval, authorization, filing with or entity’s interests order of any court or governmental agency or body is required by the Issuer in connection with the transactions contemplated by in this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk Calculation and Paying Agent Agreement, the Statement and the Offering Memorandum (collectively, the "Issuer Agreements"), except such as have been made or obtained under Blue Sky laws of losing its entire investment in the Acquiror Shares; various states and foreign jurisdictions, the Securities Act, the 1940 Act and the rules and regulations of the Financial Industry Regulatory Authority, Inc., and except where the failure to obtain such consent, approval, authorization, order, permit or qualification would not have an Issuer Material Adverse Effect. (vi) such Person has had access to None of the SEC Reports; (vi) such Person has been furnished during execution, delivery or performance of any of the course Issuer Agreements, nor the consummation of the transactions contemplated by this Agreement with all other public information regarding herein or therein contemplated, nor the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks fulfillment of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions hereof or thereof, conflict with, result in a breach or violation of, or require or result in imposition of any material lien, charge or encumbrance upon any property or assets of the issuance Issuer pursuant to, (i) the Declaration or the Statement, or (ii) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Acquiror Shares; (viii) such Person Issuer is not relying on a party or by which it is bound or to which its property is subject, or materially violates or will materially violate any representations and warranties concerning material statute, law, rule, regulation, judgment, order or decree applicable to the Acquiror made by Issuer of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Acquiror Issuer or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Sharesproperties.

Additional Representations and Warranties. Such Acquiree ShareholderInvestor, severally and not jointly, further represents and warrants to the Acquiror Company as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares Securities substantially in the form set forth in Section 3.8(a3.7(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares Securities and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror SharesSecurities; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror Company that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror SharesSecurities; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror Company and the terms and conditions of the issuance of the Acquiror SharesSecurities; (viii) such Person is not relying on any representations and warranties concerning the Acquiror Company made by the Acquiror Company or any officer, employee or agent of the AcquirorCompany, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror SharesSecurities, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) other than as set forth in the Registration Rights Agreement, such Person understands and acknowledges that the Acquiror Company is under no obligation to register the Acquiror Shares Securities for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares Securities have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror Company that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesSecurities.

Additional Representations and Warranties. Such Acquiree ShareholderInvestor, severally and not jointly, further represents and warrants to the Acquiror Company as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares Securities substantially in the form set forth in Section 3.8(a3.7(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares Securities and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror SharesSecurities; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror Company that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror SharesSecurities; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror Company and the terms and conditions of the issuance of the Acquiror SharesSecurities; (viii) such Person is not relying on any representations and warranties concerning the Acquiror Company made by the Acquiror Company or any officer, employee or agent of the AcquirorCompany, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror SharesSecurities, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror Company is under no obligation to register the Acquiror Shares Securities for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares Securities have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror Company that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesSecurities.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further The Borrower represents and warrants as follows to the Acquiror Lender as follows: of the Closing Date and each Borrowing Date: (a) The Borrower owns and has legal and beneficial title to each Receivable free and clear of any Lien other than a Permitted Lien. No financing statement or other instrument similar in effect naming the Borrower as debtor or seller and covering the Borrower’s right, title and interest in any of the Collateral or any interest therein is on file in any recording office except such as may be filed (i) such Person qualifies in connection with any Lien arising solely as an Accredited Investor; the result of any action taken by the Lender, (ii) such Person consents to in favor of the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); Lender, (iii) for which UCC termination statements or partial release statements satisfactory to the Lender have been filed (copies of which, along with any other documents necessary to evidence the release of all security interests (other than that of the Lender) in such Person has sufficient knowledge and experience in financeReceivable, securities, investments and other business matters to the extent required for all such prior security interests to be able terminated, have been delivered to protect such Person’s the Lender) or entity’s interests (iv) in connection with the transactions contemplated by release of any Collateral pursuant to the terms of this Agreement; . Other than the filing of financing statements described in clauses (ivi) such through (iii) of the immediately preceding sentence and any necessary amendments and continuations thereof, no consent of any other Person has consultedand no authorization, approval, or other action by, and no notice to or filing with, any Regulatory Authority is required (x) for the extent that it has deemed necessarypledge by the Borrower of the Collateral pursuant to this Agreement, (y) for the perfection or maintenance of the security interest created hereby or (z) for the exercise by the Lender of the rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement. This Agreement creates a valid, continuing and, upon the filing of the financing statement referred to in clause (a)(i) above and the effectiveness of this Agreement in accordance with its taxterms, legal, accounting and financial advisors concerning its investment perfected security interest (as defined in Section 1-201(b)(35) of the New York UCC) in the Acquiror Shares Collateral in favor of the Lender, which security interest is prior to all other Liens (other than Permitted Liens), claims and can afford encumbrances and is enforceable as such against creditors of and purchasers from the Borrower and no further action, including any filing or recording of any document, is necessary in order to bear such risks for an indefinite period establish and perfect the first priority security interest of timethe Lender in the Collateral as against any third party in any applicable jurisdiction, including, without limitation, any purchaser from, or creditor of, the risk Borrower. (b) Each Receivable was, at the time of losing its entire investment in acquisition by the Acquiror Shares; Borrower, an Eligible Receivable. (vc) With respect to each Receivable, such Person has had access Receivable was acquired by the Borrower from the Seller pursuant to the SEC ReportsSale and Servicing Agreement in exchange for fair consideration and reasonably equivalent value. (d) The Borrower has not purchased any Receivable other than pursuant to the Sale and Servicing Agreement. (e) The information appearing in any Schedule of Accounts delivered to the Lender by any Gemini Party is true and correct in all material respects as of the date such Schedule of Accounts is delivered; (vi) provided, however, that if any such Person information has been furnished during provided to the course Gemini Parties by an Obligor with respect to a Receivable, the Borrower represents and warrants only that such Schedule of Accounts accurately reflects such information as so provided in all respects. (f) Other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the transactions contemplated by this Agreement with all other public information regarding Collateral. The Borrower has not authorized the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions filing of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on aware of any representations and warranties concerning financing statements against the Acquiror made by Borrower that include a description of collateral covering the Acquiror or any officer, employee or agent of the Acquiror, Collateral other than those contained in this Agreement any financing statement relating to the security interest granted to the Lender hereunder or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offenseterminated; and (xiii) such Person acknowledges that the representationsBorrower is not aware of any judgment liens, warranties and agreements made by such Person herein shall survive Pension Benefit Guaranty Corporation liens or tax lien filings against the execution and delivery of this Agreement and the purchase of the Acquiror SharesBorrower.

Additional Representations and Warranties. Such Acquiree Shareholder, severally [and not jointly, further Undertakings] (a) The Issuer hereby represents and warrants to the Acquiror Managers that as follows: at the date hereof (i) such Person qualifies as an Accredited Investor; no event has occurred which would render untrue or incorrect any of the representations and warranties of the Issuer contained in Section 3.01 of the Dealership Agreement, (ii) such Person consents that the conditions set out in Section 2.05 of the Dealership Agreement have been satisfied or waived, (iii) that the Prospectus contains the necessary information which is material to an investor for making an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the Issuer, the rights attaching to the placement of a legend Covered Bonds, the reason for the issuance and its impact on any certificate the Issuer and nothing has happened or other is expected to happen which would require such document evidencing the Acquiror Shares substantially to be supplemented, and (iv) there is no adverse change in the form condition (financial or otherwise) or general affairs or prospects of the Issuer and its consolidated subsidiaries taken as a whole that is material in the context of the Programme or the issue of the Covered Bonds from that set forth in the Offering Document. (b) The Guarantor hereby represents and warrants to the Managers that as at the date hereof (i) no event has occurred which would render untrue or incorrect any of the representations and warranties of the Guarantor contained in Section 3.8(a); 3.03 of the Dealership Agreement, (ii) that the conditions set out in Section 2.05 of the Dealership Agreement have been satisfied or waived, (iii) that the Prospectus contains the necessary information which is material to an investor for making an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the Guarantor, the rights attaching to the Covered Bonds, the reasons for the issuance and its impact on the Guarantor and nothing has happened or is expected to happen which would require such Person has sufficient knowledge and experience in finance, securities, investments and other business matters document to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; supplemented and (iv) such Person has consulted, there is no adverse change in the condition (financial or otherwise) or general affairs or prospects of the Guarantor that is material in the context of the Programme and the issue of the Covered Bonds from that set forth in the Offering Document. (c) [The Issuer and the Guarantor hereby represent to the extent Lead Managers that it has deemed necessaryas of the date hereof the Marketing Materials contain information that is true and accurate and not misleading in any material respects and any opinions, predictions or intentions expressed therein are honestly held or made based on reasonable assumptions and are not misleading in any material respect and all proper inquiries have been made to ascertain or verify the foregoing and there are no facts the omission of which when read together with its taxthe Offering Document would, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course context of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the Programme or issuance of the Acquiror Shares; (viii) such Person is not relying on Covered Bonds, make the Marketing Materials misleading in any representations material respect. “Marketing Materials” means the Investor Presentation dated [●] and warranties concerning the Acquiror made any other marketing materials or additional information provided in writing by or approved in writing by the Acquiror Issuer or the Guarantor to any officer, employee or agent of the Acquiror, other than those contained Lead Managers expressly in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer respect of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase marketing of the Acquiror SharesCovered Bonds to actual and potential purchasers of Covered Bonds.]

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further represents and warrants to the Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.

Additional Representations and Warranties. Such Acquiree ShareholderThe undersigned, severally and not jointly, further represents and warrants to the Acquiror Company as follows: (i) such Person person qualifies as an Accredited InvestorInvestor (as defined below); (ii) such Person person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares Securities substantially in the form set forth in Section 3.8(a6(d); (iii) such Person person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s person's or entity’s 's interests in connection with the transactions contemplated by this Subscription Agreement; (iv) such Person person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares Securities and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror SharesSecurities; (v) such Person person has had access to the SEC Reports; (vi) such Person person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror Company that such Person person has requested and all such public information is sufficient for such Person person to evaluate the risks of investing in the Acquiror SharesSecurities; (vii) such Person person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror Company and the terms and conditions of the issuance of the Acquiror SharesSecurities; (viii) such Person person is not relying on any representations and warranties concerning the Acquiror Company made by the Acquiror Company or any officer, employee or agent of the AcquirorCompany, other than those contained in this Subscription Agreement or the SEC Reports; (ix) such Person person will not sell or otherwise transfer the Acquiror SharesSecurities, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person person understands and acknowledges that the Acquiror Company is under no obligation to register the Acquiror Shares Securities for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person person understands and acknowledges that the Acquiror Shares Securities have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror Company that has been supplied to such Person person and that any representation to the contrary is a criminal offense; and (xiiixii) such Person person acknowledges that the representations, warranties and agreements made by such Person person herein shall survive the execution and delivery of this Subscription Agreement and the purchase of the Acquiror SharesSecurities. "Accredited Investor" has the meaning set forth in Rule 501 under the Securities Act.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further represents and warrants to the Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a3.7(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further The Trust represents and warrants that: (a) to the Acquiror extent the creation of a security interest in any Funding Agreement is governed by the applicable UCC, the Indenture creates a valid security interest (as follows: defined in the applicable UCC) in each Funding Agreement in favor of the Indenture Trustee for the benefit and security of the Secured Parties, which security interest is prior to all other Liens; (b) to the extent the UCC applies, each Funding Agreement consists of "general intangibles," "payment intangibles" and/or "instruments" within the meaning of the applicable UCC; (c) subject to the grant of security interest, pledge and collateral assignment of the Trust's estate, right, title and interest in each Funding Agreement, the 72 Trust is a party to and is the Person entitled to payment under each Funding Agreement on the date of the Indenture free and clear of any Lien, claim or encumbrance of any Person, other then the Lien created under the Indenture or any Lien otherwise permitted under the Indenture; (d) to the extent the UCC applies, the Trust has caused or will have caused, within ten days after the date of the Indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in each Funding Agreement granted to the Indenture Trustee for the benefit and security of the Secured Parties under the Indenture; (e) all original executed copies of each instrument that constitutes or evidences each Funding Agreement have been delivered to the Indenture Trustee or a custodian for the Indenture Trustee (the "CUSTODIAN"); (f) where all original executed copies of each instrument that constitutes or evidences each Funding Agreement have been delivered to the Custodian, the Trust has received a written acknowledgment from the Custodian that the Custodian is holding the instruments that constitute or evidence each Funding Agreement solely on behalf of the Indenture Trustee; (g) other than the security interest granted to the Indenture Trustee for the benefit and security of the Secured Parties pursuant to the Indenture, the Trust has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Funding Agreements; (h) the Trust has not authorized the filing of and is not aware of any financing statements against the Trust that include a description of collateral covering the Funding Agreement other than any financing statement relating to the security interest granted to the Indenture Trustee for the benefit and security of the Secured Parties under the Indenture or that has been terminated; (i) such Person qualifies as an Accredited Investorthe Trust is not aware of any judgment or tax lien filings against the Trust; and (iij) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course none of the transactions contemplated by this Agreement with all instruments that constitute or evidence the Funding Agreements has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other public information regarding than the Acquiror that such Person has requested Indenture Trustee for the benefit and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions security of the issuance of the Acquiror Shares; (viii) such Person is not relying on any Secured Parties. The foregoing representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase Notes. No party to the Indenture shall waive any of the Acquiror Sharesforegoing representations and warranties. The Trust shall maintain the perfection and priority of the security interest in each Funding Agreement.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further The Administrative Borrower hereby represents and warrants to the Acquiror Lender as follows: : (ia) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement execution, delivery and performance of a legend on this Amendment and any certificate or and all other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests agreements executed and/or delivered in connection with herewith have been authorized by all requisite corporate, partnership and member action on the transactions contemplated by part of the respective Borrowers; (b) the representations and warranties contained in this Agreement; Amendment and the Loan Agreement are true and correct on and as of the date hereof as though made on and as of such date; (ivc) such Person has consultedthe execution and delivery of, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitationperformance by, the risk Administrative Borrower as the agent and attorney in fact for all of losing its entire investment in the Acquiror Shares; (v) such Person has had access to Borrowers and the SEC Reports; (vi) such Person has been furnished during the course consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of any Borrower, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, any Borrower, or any indenture, agreement or other instrument to which a Borrower is a party, or by this Agreement which a Borrower is bound, or be in conflict with, result in a breach of, or constitute (with all other public information regarding due notice or lapse of time or both) a default under, or except as may be permitted under the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing Loan Agreement, result in the Acquiror Sharescreation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any Borrower pursuant to, any such indenture, agreement or instrument; or (viiiii) constitute a violation by any Borrower of any law or regulation of any jurisdiction applicable to such Person Borrower; and (d) this Amendment was reviewed by each Borrower, and such Borrower (i) understands fully the terms of this Amendment and the consequences of the issuance hereof, (ii) has been afforded the an opportunity to ask questions of have this Amendment reviewed by, and receive answers concerning to discuss this Amendment with, such attorneys and other persons as the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officerBorrower may wish, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiiiiii) such Person acknowledges that the representations, warranties has entered into this Amendment of its own free will and agreements made by such Person herein shall survive the execution accord and delivery of this Agreement and the purchase of the Acquiror Shareswithout threat or duress.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further of the ------------------------------------------------ Transferor. The Transferor represents and warrants warrants, on and as of the date ---------- hereof and on and as of each Purchase Date, as follows: (a) the Transferor has the requisite corporate power and authority and legal right to sell Portfolio Assets relating to each Fund, and the Program Collections and the Ancillary Rights with respect thereto, to the Acquiror Seller in accordance with the terms of the Seller's Transfer Agreement and the Transferor has duly authorized each such sale to the Seller by all necessary action; (b) the transfer of Portfolio Assets to the Seller under the Seller's Transfer Agreement and the transfer of Portfolio Assets to the applicable Purchaser under the applicable Purchase Agreement on such Purchase Date each constitutes a valid and complete True Sale of all right, title and interest in and to such Portfolio Assets, as follows: the case may be, free and clear of any Adverse Claim; such transfers have not been made with an intent to hinder, delay or defraud any present or future creditor; each of the Purchase Price and the Transfer Price is fair consideration and of reasonably equivalent value to the Portfolio Assets so transferred; and immediately after the purchase pursuant to the applicable Purchase Agreement the Distributor, the Transferor and the Seller will remain solvent and will have adequate capital for the conduct of its business; (c) immediately after the transfer of the Portfolio Assets to the Seller under the Seller's Transfer Agreement and immediately prior to each purchase of the Purchased Portfolio Assets by the applicable Purchaser under the Purchase Agreement on such Purchase Date, (i) no party claiming through the Transferor has any right, title or interest in such Person qualifies as an Accredited Investor; Portfolio Assets, the Ancillary Rights with respect thereto or the Program Collections in respect thereto, including any payments or proceeds in respect thereto, (ii) the Seller owns such Person consents to Portfolio Assets, the placement Ancillary Rights with respect thereto and the Program Collections in respect thereto free and clear of a legend on any certificate all Adverse Claims or other document evidencing such restrictions on transfer created by or arising out of the Acquiror Shares substantially in the form set forth in Section 3.8(a); acts or omissions of any Federated Entity, and (iii) such Person Portfolio Assets, the Ancillary Rights with respect thereto and the right to Program Collections in respect thereto have not been sold, transferred or assigned by the Transferor to any other Person; (d) the Transferor is not prevented by any Applicable Law from paying the Program Collections directly to the Program Collection Account in accordance with the applicable Irrevocable Payment Instruction; (e) the Transferor has sufficient knowledge clearly and experience unambiguously marked all of its books, records and electronic, computer files and master data processing records relating to the Portfolio Assets to indicate the interests of the applicable Purchaser in finance, securities, investments and other business matters the Purchased Portfolio Assets; (f) giving effect to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitationProgram Documents, the risk sum of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of Transferor's assets exceeds and will, immediately following the transactions contemplated by this Agreement with all hereby, exceed the Transferor's total liabilities (including subordinated, unliquidated, disputed and contingent liabilities). The Transferor's assets do not and, immediately following the transactions contemplated hereby will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Transferor does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and other public information regarding commitments) beyond its ability to pay such debts as they mature (taking into account the Acquiror that such Person has requested timing and all such public information is sufficient for such Person amounts to evaluate the risks be payable on or in respect of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions obligations of the issuance of Transferor); and (g) the Acquiror Shares; (viii) such Person is Transferor has not relying on used and will not use any representations and warranties concerning the Acquiror made by the Acquiror tradenames or any officer, employee or agent of the Acquiror, assumed names other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands Federated Investors Management Company and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.Federated Disbursing Corp.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further of the ------------------------------------------------ Parent. The Parent represents and warrants on and as of the date hereof and on ------ and as of each Purchase Date, as follows: (a) the Parent has delivered to the Acquiror as followsPurchasers and the Program Administrator a true, correct and complete copy of each Distribution Plan, Distributor's Contract, Principal Shareholder Servicer's Agreement, Shareholder Servicer's Agreement, Advisory Agreement and each Prospectus in effect on the date of this Agreement, each of which is in full force and effect and has not been amended in any manner from the form delivered except: (i) such Person qualifies as in respects which could not reasonably be expected to give rise to an Accredited Investor; Adverse Effect or (ii) such Person consents with the prior written consent of the Program Administrator; and the Fundamental Investment Objectives and Policies relating to the placement of a legend on each Fund have not been changed in any certificate or other document evidencing the Acquiror Shares substantially in the form respect from those set forth in Section 3.8(a); the Prospectus so delivered, except as approved by (iii1) the board of directors or trustees of such Person has sufficient knowledge Fund and experience (2) the shareholders of such Fund; (b) each of the Companies and each Advisor is in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection compliance with the transactions contemplated by this Fundamental Investment Objectives and Policies relating to each Fund; (c) each of the Distributor, the Principal Shareholder Servicer, the Program Servicer Agent, the Seller, the Transferor, each Advisor, the Shareholder Servicer, each Company and the Advisory Agreement; , Distribution Plan, the Distributor's Contract, the Principal Shareholder Servicer's Agreement, the Shareholder Servicer's Agreement, the Prospectus and the Contingent Deferred Sales Charge arrangements, in each case relating to each Fund, is in compliance in all material respects with Applicable Law, including Rule 12b-1 of the Investment Company Act and the Conduct Rules; (ivd) such Person has consulted, the Asset Based Sales Charge and Contingent Deferred Sales Charge and Shareholder Servicing Fee arrangements relating to the extent that it has deemed necessaryShares of each Fund and the payments provided for in, with its taxand actually being made pursuant to, legal, accounting the Distribution Plan and financial advisors concerning its investment the Prospectus for each such Fund are fairly and accurately described in the Acquiror Shares Distribution Plan and can afford Prospectus relating to bear such risks for an indefinite period Fund; (e) the Parent is the indirect record and beneficial owner of time, including, without limitationall of the outstanding shares of capital stock of the Seller, the risk Transferor, the Shareholder Servicer and the Distributor; (f) the Distributor is a registered broker-dealer under the Exchange Act, and is a member of losing its entire the NASD; (g) each Advisor is a registered investment in adviser under the Acquiror SharesInvestment Advisers Act; (h) each Company is registered as an investment company under the Investment Company Act; and (vi) such Person has had access neither the Seller, the Transferor, the Distributor, any Company nor any Transfer Agent is prevented by any Applicable Law from paying the Program Collections directly to the SEC Reports; (vi) such Person has been furnished during Program Collection Account in accordance with the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Sharesapplicable Irrevocable Payment Instruction.

Additional Representations and Warranties. Such Acquiree Shareholder8.1 In addition to the representations and warranties contained in Section 4.2 or otherwise contained herein, severally and not jointly, further the Corporation represents and warrants to the Acquiror Soliciting Dealer, and acknowledges that the Soliciting Dealer and the Soliciting Dealer’s counsel are relying upon same that: (a) the Corporation has been duly organized and continued and is validly subsisting and in good standing under the laws of the Province of British Columbia; it has the corporate power to own or lease its property and to carry on its business as followsnow being conducted by it; it is duly qualified as a corporation to do business and is in good standing in each jurisdiction in which the nature of its business conducted by it or the property owned or leased by it makes such qualification necessary; (b) the Corporation has full corporate power and authority to create, issue and sell the Rights, Common Shares, Warrants and Soliciting Dealer’s Option and to create and issue the Underlying Shares contemplated by this Agreement; (c) at the Closing Date and thereafter, as the case may be: (i) the Underlying Shares to be issued pursuant to exercise of Rights on such date will be duly and validly created, issued, sold and delivered and will be issued as fully paid and non-assessable shares of the Corporation; (ii) the Warrants to be issued pursuant to the exercise of Rights on such date will be duly and validly created, issued, sold, and delivered; and‌ (iii) the Underlying Shares to be issued pursuant to the exercise of the Warrants will be duly and validly authorized, allotted and reserved for issuance upon the exercise of the Warrants or Soliciting Dealer’s Option and will, upon such exercise in accordance with the Warrant Indenture, in the case of the Warrants, or the Soliciting Dealer’s Option agreements in the case of the Soliciting Dealer’s Option, be issued as fully paid and non- assessable Common Shares; (d) the Corporation has conducted, and is conducting, its business in compliance in all material respects with all applicable laws, rules and regulations and, in particular, all applicable licensing and environmental legislation, environmental permits and orders, regulations or by-laws or other similar legislation, regulations or by-laws or other lawful requirements of any governmental or regulatory bodies which are applicable to the Corporation in each jurisdiction where the Corporation carries on any material portion of its business and the Corporation is not aware of any such legislation, regulation, permit or order, by-law or lawful requirement presently in force or proposed to be brought into force by any governmental or regulatory authority which the Corporation anticipates it will be unable to comply with without materially adversely affecting its business; (e) there has not been any material change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation from the position set forth in the Financial Statements and there has not been any material adverse change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Corporation since August 31, 2016, and since that date there have been no material facts, transactions, events or occurrences which could materially adversely affect the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition of the Corporation, which have not been disclosed in the Public Record; (f) the Financial Statements fairly present, in accordance with International Financial Reporting Standards, consistently applied, the financial position and condition of the Corporation at the dates thereof and reflect all material liabilities (absolute, accrued, contingent or otherwise) of the Corporation as at the dates thereof; (g) since the date of the most recent balance sheet contained in the Financial Statements, the Corporation has not incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Corporation, and is not in the ordinary course of business, except as disclosed in the Public Record; (h) except as disclosed in the Public Record, there are no actions, suits, proceedings or inquiries pending or threatened against or affecting the Corporation at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which may in any way materially adversely affect the business, operations or condition (financial or otherwise) of the Corporation or its properties or assets or which may affect the distribution of the Rights, Underlying Shares, Warrants or Soliciting Dealer’s Option or questions the validity of the issuance of the Rights, Underlying Shares, Warrants or Soliciting Dealer’s Option in accordance with the Securities Laws; and to the best of the Corporation’s knowledge, there is no existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success; (i) the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of this Agreement, the agreement pertaining to the Soliciting Dealer’s Option, the Custodial Agreement and the Warrant Indenture, do not and will not result in any breach of, or constitute a default under, or create a state of facts which, after notice or lapse of time or both, would constitute a material default under: (i) such Person qualifies as an Accredited Investorany term or provision of the notice of articles and articles or resolutions of the directors or shareholders of the Corporation; (ii) such Person consents to the placement of a legend on any certificate mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document evidencing to which the Acquiror Shares substantially Corporation is a party or by which it is bound; or (iii) any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation, or its properties or assets, taken as a whole; (j) except as disclosed in the form Public Record, the Corporation is in compliance with all its obligations, covenants and terms contained in any banking or financing agreements which it is a party to; (k) the authorized capital of the Corporation consists of an unlimited number of Common Shares of which as at the date hereof, 64,770,329 Common Shares are issued and outstanding, as fully paid and non-assessable shares; (l) other than stock options granted to directors, officers and employees of the Corporation as disclosed to the Soliciting Dealer and its counsel, no person holds any securities convertible or exchangeable into Common Shares of the Corporation or has any agreement, warrant, option, right or privilege that is, or is capable of becoming, an agreement, warrant, option or right for the purchase of any unissued securities of the Corporation, except as disclosed in the Public Record; (m) no person holds any right of first refusal over any securities offerings or financings by the Corporation which have not been waived in writing by such person; (n) the Corporation has full corporate power and capacity to enter into this Agreement and the Custodial Agreement and to perform its obligations set out herein and therein, and this Agreement has been, and the Custodial Agreement will, upon execution, be duly authorized, executed and delivered by the Corporation and this Agreement and the Custodial Agreement will, upon execution, be a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with their respective terms; subject to the usual qualification including applicable bankruptcy, insolvency, moratorium, reorganization and other laws and equitable principles affecting creditors’ rights generally, the statutory and equitable powers of the courts in Canada to stay proceedings before them and the execution of judgments and by the fact that specific performance and injunctive relief are equitable remedies which may be ordered by a court in its discretion and, accordingly, may not be available as a remedy in an action to enforce a covenant and subject to the fact that the rights to indemnity, contribution and waiver set forth herein may be limited by applicable laws or the public policy underlying such laws; (o) each of the contracts (the “Material Contracts”) to which the Corporation is a party or by which it is bound and which are material to the business, affairs or operations of the Corporation, constitute a legal, valid and binding obligation of the Corporation, enforceable in accordance with its terms subject to the usual qualification including applicable bankruptcy, insolvency, moratorium, reorganization and other laws and equitable principles affecting creditors’ rights generally, the statutory and equitable powers of the courts in Canada to stay proceedings before them and the execution of judgments and by the fact that specific performance and injunctive relief are equitable remedies which may be ordered by a court in its discretion and, accordingly, may not be available as a remedy in an action to enforce a covenant and subject to the fact that the rights to indemnity, contribution and waiver set forth herein may be limited by applicable laws or the public policy underlying such laws, and, to the best of the knowledge of the Corporation, no party to any such Material Contract is in default thereunder; (p) no securities commission or similar regulatory authority in Canada has issued any order preventing or suspending trading in any securities of the Corporation, no such proceeding is to the knowledge of the Corporation, pending, contemplated or threatened and the Corporation is not in default of any material requirement of the Securities Laws; (q) the Rights, the Underlying Shares and the Warrants have been conditionally approved for listing on the Exchange, subject to the fulfilment of the conditions set forth in Section 3.8(athe Exchange’s conditional approval letter, if applicable; (r) the Corporation has no Subsidiaries other than Glance Pay Inc. (a British Columbia corporation) and Glance Pay USA, Inc. (a Nevada corporation); , which are wholly-owned Subsidiaries of the Corporation and are in good standing with respect to their corporate filings in the applicable jurisdictions; (iiis) the information and statements set forth in the Public Record were true, correct, and complete and did not contain any misrepresentation as of the date of such Person information or statements and the Corporation has sufficient not filed any confidential material change report in Canada which remain subject to confidential treatment as at the date hereof; (t) to the knowledge of the Corporation, no insider has a present intention to sell any material portion of securities of the Corporation held by it, other than an aggregate of 2,000,000 Common Shares intended to be sold by ▇▇▇▇▇ ▇▇▇▇▇ and experience ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on March 15, 2017; (u) Computershare Investor Services Inc., at its principal offices in financethe City of Vancouver, securitiesin the Province of British Columbia, investments is the duly appointed registrar and transfer agent for the Common Shares and Computershare Trust Company of Canada will be duly appointed as the Trustee under the Warrant Indenture to be dated as of the Closing Date and the Custodial Agreement; (v) the Corporation has duly and on a timely basis filed all tax returns required to be filed by it, has paid all taxes due and payable by it and has paid all assessments and re-assessments and all other taxes, governmental charges, penalties, interest and other business matters fines due and payable by it and which are claimed by any governmental authority to be able due and owing and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to protect such Person’s the filing of any tax return or entity’s interests in connection with repayment of any tax, governmental charge or deficiency by the transactions contemplated by this Agreement; (iv) such Person has consultedCorporation and, to the extent that it knowledge of the Corporation, there are no actions, suits, proceedings, investigations or claims threatened or pending against the Corporation in respect of taxes, governmental charges or assessments or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority; (w) the Corporation has deemed necessary, with title to its tax, legal, accounting assets and financial advisors concerning its investment properties as disclosed in the Acquiror Shares Public Record and can afford to bear such risks for an indefinite period of time, including, without limitation, all intellectual property rights necessary to carry on its business (for the risk purposes of losing its entire investment this clause, the foregoing are referred to as the “Interests”) and it does represent and warrant that the Interests are free and clear of adverse claims created by, through or under the Corporation, except as disclosed in the Acquiror Shares; (v) such Person has had access Public Record or those arising in the ordinary course of business, which are not material in the aggregate, and, to the SEC Reports; (vi) such Person has been furnished during the course knowledge of the transactions contemplated by this Agreement with Corporation after due inquiry, the Corporation and its Subsidiary hold their respective Interests under valid and subsisting leases, licenses, permits, concessions, concession agreements, contracts, subleases, reservations or other agreements; (x) the minute books of the Corporation contain full, true and correct copies of the articles and by-laws of the Corporation and contain copies of all other public information regarding minutes of all meetings and all consent resolutions of the Acquiror that such Person has requested directors, committees of directors and shareholders of the Corporation, and all such public information is sufficient for such Person to evaluate the risks of investing meetings were duly called and properly held and all consent resolutions were properly adopted; (y) except as disclosed in the Acquiror Shares; Public Record, the Corporation is not a party to, or bound by: (viii) such Person has been afforded any employment agreement, bonus, deferred compensation, pension, profit sharing, stock option, phantom stock plan, employee stock purchase plan, management, consulting or any other similar agreement or commitment; (ii) any agreement or commitment not entered into in the opportunity ordinary course of business which is currently material to ask questions the Corporation; (iii) other than in the ordinary course of business, any agreement, arrangement with any person with whom the Corporation (or its present or former directors, officers and receive answers concerning employees) does not deal at arm’s length within the Acquiror and the terms and conditions meaning of the issuance Tax Act; (z) the operations of the Acquiror Shares; Corporation are and have been conducted, at all times, in material compliance with all applicable financial recordkeeping and reporting requirements of applicable anti-money laundering statutes of the jurisdictions in which the Corporation conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (viii) such Person is not relying on collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any representations and warranties concerning the Acquiror made by the Acquiror court or governmental agency, authority or body or any officerarbitrator involving the Corporation with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Corporation, threatened; (aa) the Corporation has not, directly or indirectly: (A) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of the Acquirorany governmental agency, other than those contained in this Agreement authority or the SEC Reportsinstrumentality of any jurisdiction; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration made any contribution to any candidate for public office, in either case where either the payment or the purpose of such securities contribution, payment or gift was, is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale or would be prohibited under the Securities Act; Canada Corruption of Foreign Public Officials Act (xiCanada) such Person represents that or the address furnished in Schedule I is Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the principal residence if he is an individual Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) or its principal business address if it is a corporation the rules and regulations promulgated thereunder or under any other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy legislation of any information concerning the Acquiror that has been supplied to such Person and that any representation relevant jurisdiction covering a similar subject matter applicable to the contrary is a criminal offense; Corporation and (xiii) such Person acknowledges that the representationsits operations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase will not use any portion of the Acquiror Shares.proceeds of the Offering, in contravention of such legislation; (bb) the Corporation or, to the best knowledge of the Corporation, any director, officer, agen

Additional Representations and Warranties. Such Acquiree Shareholder, Each Pledgor hereby severally and not jointly, further represents and warrants to Pledgee, as of the Acquiror date hereof and as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents of the date of each pledge and delivery hereunder, in each case only with respect to the placement Collateral then being pledged by it: (a) Either PG II or Prime is the sole record, legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign), the Collateral, free and clear of a legend on any certificate all liens, security interests, options, or other document evidencing charges or encumbrances. (b) The delivery of the Acquiror Shares substantially Collateral to Pledgee, together with the filing of the Uniform Commercial Code financing statements described in the form set forth following sentence, is effective to create a valid, perfected, continuing and enforceable first priority security interest in Section 3.8(a); such Collateral and all proceeds thereof, securing the Secured Obligations. All Uniform Commercial Code financing statements necessary to perfect the security interest of Pledgee in and to all or part of the Collateral have been filed in the appropriate governmental office or executed and delivered to Pledgee for filing, and the Partnership has been directed to register the pledge to Pledgee of the Common Units pledged hereunder. (iiic) In the case of Pledged Interests consisting of Common Stock, such Person has sufficient knowledge Pledged Interests are duly authorized and experience in financevalidly issued, securitiesfully paid, investments and non-assessable and are not subject to any shareholder agreements, voting agreements, voting trusts, trust deeds, irrevocable proxies, or any other business matters to be able to protect such Person’s similar agreements or entity’s interests in connection with the transactions instruments, except as contemplated by this Pledge and Security Agreement; , and there are no outstanding options, warrants or other agreements with respect thereto. (ivd) such No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person has consulted, to (other than the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions filing contemplated by Section 3.2(b) hereof) is required by any Pledgor for the pledge by such Pledgor of any Collateral pursuant to this Agreement with all other public information regarding the Acquiror that such Person has requested Pledge and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Security Agreement or for the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Sharesexecution, unless either (A) the transfer delivery, and performance of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands this Pledge and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended Security Agreement by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesPledgor.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further Borrower represents and warrants as to itself and each Subsidiary Guarantor represents and warrants as to itself (each of which such representations and warranties (except those contained in Sections 12(e) and 12(h) (except representations and warranties that relate solely to an earlier date and were true and correct on such earlier date)) shall be deemed repeated upon the Acquiror making of a request for a Revolving Credit Advance and made as follows: of the time of each Revolving Credit Advance made hereunder and either (x) all representations and warranties contained in Sections 12(e) and 12(h) shall be deemed repeated in all respects upon the making of a request for a Revolving Credit Advance and made as of the time of each Revolving Credit Advance made hereunder or (y) Borrower shall have notified Lender in writing of the occurrence of any and all events, facts or circumstances which makes any such representations and warranties in Sections 12(e) and 12(h) untrue or incorrect and Lender shall have either (i) such Person qualifies as an Accredited Investor; consented in writing with respect thereto in its sole discretion) or (ii) have funded such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); Revolving Credit Advance pursuant hereto (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters which funding shall be deemed to be able to protect such Person’s consent): (a) each of Borrower and each Subsidiary Guarantor is a corporation, partnership or entity’s interests limited liability company duly organized and validly existing under the laws of the State of its organization and is duly qualified and in connection with good standing in every other state or jurisdiction in which the transactions contemplated by this Agreement; (iv) nature of its business requires such Person has consulted, qualification except to the extent that it has deemed necessaryfailure to be so qualified or in good standing would not have a material adverse effect upon its business, with its taxassets, legaloperations, accounting and condition, business prospects, financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course or otherwise of the transactions contemplated by this Agreement with all other public information regarding Borrower and its Subsidiaries, taken as a whole, or upon the Acquiror that Collateral or upon Borrower's or such Person has requested and all such public information is sufficient for such Person Subsidiary Guarantor's ability to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions perform its obligations hereunder or under any of the issuance of the Acquiror Shares; other Ancillary Agreements; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (Ab) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands execution, delivery and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery performance of this Agreement and the purchase Ancillary Agreements (i) have been duly authorized, (ii) are not in contravention of either Borrower's or any Subsidiary Guarantor's certificate of incorporation, by-laws, certificate of limited partnership, certificate of formation, limited liability company agreement or partnership agreement, of the Acquiror Shares.Indenture or of any other material agreement or undertaking to which Borrower or any Subsidiary Guarantor is a party or by which Borrower or any Subsidiary Guarantor is bound and (iii) are within each of Borrower's and each Subsidiary Guarantor's powers; (c) this Agreement and the Ancillary Agreements executed and delivered by Borrower, Guarantor or any Subsidiary Guarantor are their respective legal, valid and binding obligations, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights generally and by general principles of equity;

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further Each Stockholder represents and warrants to the Acquiror Company and each other Stockholder that: (a) such Stockholder has the power, authority and capacity (or, in the case of any Stockholder that is a corporation, limited liability company or limited partnership, all corporate limited liability company or limited partnership power and authority, as follows: the case may be) to execute, deliver and perform this Agreement; (b) in the case of a Stockholder that is a corporation, limited liability company or limited partnership, the execution, delivery and performance of this Agreement by such Stockholder has been duly and validly authorized and approved by all necessary corporate, limited liability company or limited partnership action, as the case may be; (c) in the case of a Stockholder that is a trust, other vehicle for the benefit of a Person or other entity or account, no consent of any beneficiary is required for the execution, delivery and performance of this Agreement; (d) in the case of a Stockholder who is married and the Shares of such Stockholder constitute community property or otherwise requires spousal or other approval for this Agreement to be legal, valid and binding with respect to the Shares, this Agreement has been validly authorized and approved by, and constitutes a valid and binding agreement of, such Stockholder’s spouse, enforceable against such spouse in accordance with its terms; (e) this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and legally binding obligation of such Stockholder, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity; (f) the execution, delivery and performance of this Agreement by such Stockholder does not and will not violate the terms of or result in the acceleration of any obligation under (i) any material contract, commitment or other material instrument to which such Person qualifies as an Accredited Investor; Stockholder is a party or by which such Stockholder is bound or (ii) such Person consents to in the placement case of a legend on any Stockholder that is a corporation, limited liability company or limited partnership, the certificate of incorporation and the by-laws, the certificate of formation and the limited liability company agreement, or other document evidencing the Acquiror Shares substantially certificate of limited partnership and the limited partnership agreement, as the case may be; and (g) if such employee is a resident of a state with a community or marital property system, such employee’s spouse has executed a Spousal Waiver in the form set forth of Exhibit B attached hereto, and such employee has delivered such executed Spousal Waiver to the Company at its address specified in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares16 hereof.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further (a) Each person contributing Class A Interests directly to Newco in the exchange contemplated by Section 3.02 represents and warrants that: (i) Each such person has good and valid title in and to the Acquiror Class A Interests held by such person, free and clear of all Liens; and (ii) Upon consummation of the exchange, Newco will have acquired good and valid title in and to such Class A Interests, free and clear of all Liens. (b) Each person that indirectly owns Class A Interests through a Special Purpose Holdco and is transferring all of the equity or other ownership interests in one or more such Special Purpose Holdcos to Newco pursuant to Section 3.02 represents and warrants that: (i) Each such Special Purpose Holdco and each of its subsidiaries, if any, is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization and has all powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as follows: now conducted; (ii) Other than pursuant to the Partnership Agreement, the Equity Commitment Letter and the Rig Guarantee, there are no liabilities with respect to any such Special Purpose Holdco or any of its subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability; (iii) Such Special Purpose Holdco has no assets other than Class A Interests directly held or the equity or other ownership interests in one or more wholly-owned subsidiaries, which subsidiaries have no assets other than Class A Interests; (iv) Each such Special Purpose Holdco is a domestic corporation for U.S. federal income tax purposes, and each subsidiary thereof is a domestic wholly-owned entity that is disregarded for U.S. federal income tax purposes; (v) Each such Special Purpose Holdco that directly owns Class A Interests has good and valid title in and to the Class A Interests held by such entity, free and clear of all Liens; (vi) With respect to each Special Purpose Holdco that indirectly owns Class A Interests through one or more subsidiaries, (i) such Person qualifies as an Accredited Investor; Special Purpose Holdco has good and valid title in and to all of the equity or other ownership interests of such subsidiary or subsidiaries, free and clear of all Liens and (ii) such Person consents subsidiary holding Class A Interests has good and valid title in and to the placement Class A Interests held by such entity, free and clear of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a)all Liens; (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; and (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions Upon consummation of the issuance exchange, Newco will have acquired good and valid title in and to all of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation outstanding equity or other entity; (xii) ownership interests in any such Person understands Special Purpose Holdco and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authorityits subsidiaries, that the foregoing authorities have not confirmed the accuracy or determined the adequacy if any, free and clear of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Sharesall Liens.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further Borrower represents and warrants to and covenants and agrees with Lender that (except as otherwise specified in the Acquiror as follows: Agreement): (i) such Person qualifies as an Accredited InvestorInventory shall be kept only at the following location) _______________________ and Borrower will promptly notify Lender in writing of any change in location of any place of business or of the Inventory , or the establishment of any new place of business; (ii) immediately upon each demand by Lender therefore, Borrower shall execute and deliver to Lender designations of Inventory specifying Borrower’s cost of inventory, the market value thereof and such Person consents other matters and information relating to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a)Inventory as Lender may from time to time request; (iii) such Person has sufficient knowledge Borrower now keeps and experience in financeshall keep correct and accurate records itemizing and describing the kind, securitiestype, investments quality and other business matters to be able to protect such Personquantity of Inventory, Borrower’s or entity’s interests in connection with cost therefore and the transactions contemplated by this Agreementselling price thereof, the daily withdrawals there from and the additions thereto; (iv) such Person has consultedall Inventory is and shall be new Inventory of goods and shall be of merchantable quality, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Sharesfree from defects; (v) Inventory is not and shall not be stored with a bailee, warehouseman or similar party without Lender’s prior written consent and in such Person has had access event, Borrower will, concurrently with delivery to such party, cause any such party to issue and deliver to Lender, in form acceptable to Lender, warehouse receipts in Lender’s name evidencing the SEC Reportsstorage of such Inventory; (vi) such Person has been furnished Lender and its agents and representatives may, upon demand, during Borrower’s usual business hours: (1) inspect and examine Inventory and check and test the course of same as to quality, quantity, value and condition; and (2) inspect, audit, check and make extracts from the transactions contemplated by this Agreement with all books, records, journals, orders, receipts, correspondence and other public information regarding data relating to Borrower’s Inventory or to any other transaction between the Acquiror that such Person has requested parties hereto; and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity that Borrower’s Inventory shall not be subject to ask questions any security interest, lien or encumbrances except in favor of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesLender hereunder.

Additional Representations and Warranties. Such Acquiree ShareholderInvestor, severally and not jointly, further represents and warrants to the Acquiror Company as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares Securities substantially in the form set forth in Section 3.8(a3.7(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares Securities and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror SharesSecurities; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror Company that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror SharesSecurities; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror Company and the terms and conditions of the issuance of the Acquiror SharesSecurities; (viii) such Person is not relying on any representations and warranties concerning the Acquiror Company made by the Acquiror Company or any officer, employee or agent of the AcquirorCompany, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror SharesSecurities, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) other than as set forth in this Agreement, such Person understands and acknowledges that the Acquiror Company is under no obligation to register the Acquiror Shares Securities for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares Securities have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror Company that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesSecurities.

Additional Representations and Warranties. Such Acquiree ShareholderMember, severally and not jointly, further represents and warrants to the Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.

Additional Representations and Warranties. Such Acquiree ShareholderIn addition to and independent of any other obligation or liability under this Guaranty, severally and not jointly, further Guarantor hereby represents and warrants to the Acquiror LBC as follows: : (a) Guarantor has an indirect economic investment or interest in the Partnership, an indirect economic investment or interest in ▇▇▇▇▇-▇▇▇▇ and an interest in the success of the Partnership, ▇▇▇▇▇-▇▇▇▇ and ▇▇▇▇▇ 35 ▇. ▇▇▇▇▇▇, LLC; (b) Any and all balance sheets, net worth statements and other financial data with respect to Guarantor which have heretofore been given to LBC by or on behalf of Guarantor fairly and accurately present the financial condition of Guarantor as of the respective dates thereof and, since the respective dates thereof, there has been no material adverse change in the financial condition of Guarantor; (c) The execution, delivery and performance by Guarantor of this Guaranty do not and will not contravene or conflict with (i) such Person qualifies as an Accredited Investor; any law, order, rule, regulation, writ, injunction or decree now in effect of any government, governmental instrumentality or court having jurisdiction over Guarantor, or (ii) such Person any contractual restriction binding on or affecting Guarantor or any of Guarantor’s property or assets unless appropriate consents have been obtained prior to execution hereof; (d) This Guaranty creates legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms subject to bankruptcy, creditors’ rights, and insolvency; (e) There is no action, proceeding or investigation pending or, to the placement knowledge of a legend on Guarantor, threatened, affecting Guarantor, which may adversely affect the ability of Guarantor to pay the Indemnity Obligations in full and to fulfill and perform the other undertakings under this Guaranty; and (f) No representation or warranty by Guarantor contained herein, nor any schedule, certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters furnished by Guarantor to be able to protect such Person’s or entity’s interests LBC in connection with this Guaranty contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the transactions contemplated statements contained therein not misleading. (g) Guarantor hereby indemnifies LBC and agrees to defend and hold harmless LBC from and against: (a) any loss, cost, damage or expense occurring by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period reason of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course a breach of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any foregoing representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offensewarranties; and (xiiib) such Person acknowledges that the representationsloss, warranties and agreements made mitigation, subordination or other consequences adverse to LBC by such Person herein shall survive the execution and delivery reason of this Agreement Guaranty being challenged as a preference or suffering any other subjugation under any bankruptcy or other law, whether state or federal, affecting debtors, creditors and/or the relationship between and among them, provided that in any event Guarantor’s maximum obligation under this Guaranty at any time shall not exceed the purchase amount of the Acquiror SharesIndebtedness which Guarantor may have under Paragraph 1.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further Borrower represents and warrants to and covenants and agrees with Lender that (except as otherwise specified in the Acquiror as follows: Agreement): (i) such Person qualifies as an Accredited InvestorInventory shall be kept only at the following location): Borrower will promptly notify Lender in writing of any change in location of any place of business or of the Inventory, or the establishment of any new place of business; (ii) immediately upon each demand by Lender therefor, Borrower shall execute and deliver to Lender designations of Inventory specifying Borrower’s cost of inventory, the market value thereof and such Person consents other matters and information relating to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a)Inventory as Lender may from time to time request; (iii) such Person has sufficient knowledge Borrower now keeps and experience in financeshall keep correct and accurate records itemizing and describing the kind, securitiestype, investments quality and other business matters to be able to protect such Personquantity of inventory, Borrower’s or entity’s interests in connection with cost therefor and the transactions contemplated by this Agreementselling price thereof, the daily withdrawals therefrom and the additions thereto; (iv) such Person has consultedall inventory is and shall be new Inventory of goods and shall be of merchantable quality, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Sharesfree from defects; (v) Inventory is not and shall not be stored with a bailee, warehouseman or similar party without Lender’s prior written consent and in such Person has had access event, Borrower will, concurrently with delivery to such party, cause any such party to issue and deliver to Lender, in form acceptable to Lender, warehouse receipts in Lender’s name evidencing the SEC Reportsstorage of such Inventory; (vi) such Person has been furnished Lender and ik agents and representatives may, upon demand, during Borrower’s usual business hours: (1) inspect and examine Inventory and cheek and test the course of same as to quality, quantity, value and condition; and (2) inspect, audit, check and make extracts from the transactions contemplated by this Agreement with all books, records, journals, orders, receipts, correspondence and other public information regarding data relating to Borrower’s Inventory or to any other transaction between the Acquiror that such Person has requested parties hereto; and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity that Borrower’s Inventory shall not be subject to ask questions any security interest, lien or encumbrance except in favor of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesLender hereunder.

Additional Representations and Warranties. Such Acquiree ShareholderInvestor, severally and not jointly, further represents and warrants to the Acquiror Company as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Securities or the Conversion Shares substantially in the form set forth in Section 3.8(a3.7(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares Securities and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror SharesSecurities; (v) such Person has received and reviewed the Memorandum and had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror Company that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror SharesSecurities; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror Company and the terms and conditions of the issuance of the Acquiror SharesSecurities; (viii) such Person is not relying on any representations and warranties concerning the Acquiror Company made by the Acquiror Company or any officer, employee or agent of the AcquirorCompany, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Securities, or the Conversion Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror Company is under no obligation to register the Acquiror Securities or the Conversion Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares Securities have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror Company that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesSecurities.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, EirGenix further represents and warrants to Bolt that: (a) the Acquiror as followsAntibody supplied to Bolt hereunder shall: (i) such Person qualifies conform to the Specifications (as an Accredited Investordefined in Schedule A) and comply with all Applicable Laws, including cGMP, and EirGenix shall perform and document all manufacturing and supply activities contemplated herein in compliance with all Applicable Laws; (ii) such Person consents to have not less than [***] of shelf life remaining at the placement time of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a)receipt by Bolt, unless otherwise agreed upon by Bolt; and (iii) be free and clear of any security interest, lien or other encumbrance (collectively (clauses (i), (ii) and (iii)), the “Antibody Warranty”); (b) the manufacturing facilities, the equipment used in the manufacture of Antibody within such Person facilities and the activities contemplated herein shall comply with all Applicable Laws, and EirGenix shall obtain (prior to performing the relevant obligations), and maintain during the term of this Agreement, all governmental registrations, permits, licenses and approvals necessary for EirGenix to manufacture and supply the Antibody to Bolt, and otherwise to perform its obligations, under this Agreement; (c) neither EirGenix, nor any of its Affiliates, nor any of their respective employees performing or involved with the performance under this Agreement, has sufficient knowledge and experience been “debarred” by a Regulatory Authority in financeany jurisdiction, securitiesnor have debarment proceedings against EirGenix, investments any of its Affiliates, or any of their respective employees been commenced. EirGenix will promptly notify Bolt in writing if any such proceedings have commenced or if EirGenix, any of its Affiliates, or any of their respective employees are debarred by a Regulatory Authority in any jurisdiction; (d) EirGenix owns or possesses adequate licenses and other business matters rights to any intellectual property to be able to protect such Person’s or entity’s interests used by EirGenix in connection with the transactions contemplated by fulfilling its obligations under this Agreement, and its manufacture and supply of the Antibody and fulfillment of its obligations under this Agreement shall not infringe, misappropriate or violate the intellectual property rights of any third party; and (ive) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks performance of its obligations under this Agreement, EirGenix will not act in any fashion or take any action which will render Bolt liable for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course a violation of the transactions contemplated by U.S. Foreign Corrupt Practices Act (“FCPA”), which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality thereof in order to assist EirGenix or Bolt in obtaining or retaining business. Bolt shall have the right to immediately terminate this Agreement with all should EirGenix make any payment, or take any other public information regarding action, which would violate the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesFCPA.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further represents and warrants to the Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iiiii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters consulted or has had the opportunity to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consultedconsult, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (viii) such Person has had access to the SEC Reports; (viiv) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (viiv) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viiivi) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC ReportsReports or those made by the Acquiror Principals or any Person which will become on or about the Closing Date a principal of the Acquiror in contemplation of the Share Exchange; (ixvii) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is availableavailable both under the Securities Act and under the Laws of the jurisdiction of the Acquiree Shareholder; (xviii) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xiix) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xiix) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiiixii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.

Additional Representations and Warranties. Such Acquiree ShareholderIn addition to the foregoing, severally and not jointly, further Originator represents and warrants that: (1) the down payment described in the Receivable was paid to the Acquiror as follows: related Dealer in the manner stated therein; (i2) such Person qualifies as an Accredited Investor; the Financed Vehicle securing the Obligor's obligation to pay under the related Receivable has been delivered to and accepted by the Obligor; (ii3) such Person consents each Receivable has been entered into by the related Dealer pursuant to Originator's standard form of dealer agreement, copies of which have previously been furnished to Buyer; (4) the dealer agreements relating to the placement Receivables are in effect and the Originator's rights thereunder with regard to the Receivables have been validly assigned to the Seller, and are enforceable against the related Dealer by the Originator or its assignee, along with any other rights of recourse which the Originator has against the related Dealer, without prejudice to any rights (A) Seller may have against Originator and (B) Originator may have against the related Dealer with regard to receivables that are not being sold hereby; (5) this Agreement and the related ▇▇▇▇ of Sale constitutes a legend valid sale, transfer, assignment, set-over and conveyance to Buyer of all right, title and interest of Originator in and to such Receivables now existing and hereafter created, and upon its receipt of such Receivables and payment of the Purchase Price and the Additional Consideration, Buyer will have title to such Receivables free and clear of any adverse claim relating to Originator; (6) there are no procedures or investigations pending or, to the best of Originator's knowledge, threatened before any governmental authority (A) asserting the invalidity of such Receivables or (B) seeking a determination or ruling that might materially and adversely affect the validity or enforceability of such Receivables; (7) Originator has duly fulfilled all obligations on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters its part to be able to protect such Person’s fulfilled under or entity’s interests in connection with such Receivables and has done nothing to impair the transactions contemplated by this Agreement; (iv) rights of Buyer in such Person has consulted, to Receivables or the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment rights of Buyer in the Acquiror Shares and can afford to bear such risks for an indefinite period proceeds with respect thereto; (8) the ▇▇▇▇ of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person Sale has been furnished during duly executed and delivered by Originator; (9) the course residence of the transactions contemplated by this Agreement with all other public information regarding related Obligor is located within the Acquiror that such Person has requested and all such public information borders of the United States of America; (10) there is sufficient for such Person to evaluate only one original of each of the risks of investing in the Acquiror Shares; (vii) such Person Receivables, which has been afforded delivered to Norwest; (11) each Receivable satisfies the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either following criteria: (A) the transfer of total amount financed by such securities is registered under the Securities Act or Receivable does not exceed $40,000, (B) an exemption from registration such Receivable was not purchased by the Originator at a discount greater than 19%, (C) the APR for such Receivable is not less than 14.5 % per annum, (E) the original term to maturity of such securities is available; Receivable does not exceed 60 months, (xF) such Person understands Receivable has not less than 12 monthly payments annually scheduled at origination, and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xiG) such Person represents that the address furnished in Schedule I is the principal residence if he is Receivable shall not have an individual or its principal business address if it is a corporation or other entity; original maturity date later than March 15, 2002; (xii12) such Person understands and acknowledges that the Acquiror Shares no extension shall have not been recommended by granted on any federal or state securities commission or regulatory authorityReceivable to beyond June 15, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.2002;

Additional Representations and Warranties. Such Acquiree Shareholder(a) In making its decision to enter into this Warrant Purchase Agreement, severally and not jointlysell its Warrants as contemplated hereby, further represents and warrants the Seller confirms to the Acquiror Purchaser that it has sought and obtained financial advice from various financial consultants, including investment bankers, lawyers and accountants and further confirms that it has not relied upon any such advice from the Purchaser or the Purchaser's agent in making its decision to enter into this Warrant Purchase Agreement or to sell its Warrants. (b) In entering into and carrying out the terms and provisions of this Warrant Purchase Agreement, the Seller has not relied upon any projections, statements or other representations from the Purchaser as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement current net equity value of a legend on the Purchaser or the potential future results of operations from the conduct of the Purchaser's business. In addition, the Purchaser has not made any certificate other representations, warranties or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in financestatements of any kind, securities, investments and other business matters to be able to protect such Person’s whether oral or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consultedwritten, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information Seller regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror Purchaser's financial condition, past, present or any officer, employee or agent of the Acquirorfuture, other than those as expressly contained herein or in the Purchaser's audited and publicly available financial statements. (c) Prior to entering into this Agreement Warrant Purchase Agreement, the Seller has received and reviewed the Purchaser's most recent financial statements for the year ended December 31, 1997, for the first three quarters of 1998 and for the month of October, 1998. The Seller understands that the financial statements for the first three quarters of 1998 and for October, 1998 are not audited or certified by independent certified public accountants, and thus represent only management's best faith estimates as to the SEC Reports; results of operations for such periods. (ixd) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and The Seller acknowledges that the Acquiror is under no obligation Purchaser has neither solicited nor encouraged the Seller to register sell the Acquiror Shares for sale under Warrants pursuant to this Warrant Purchase Agreement and the Securities Act; (xi) such Person represents Seller confirms to the Purchaser that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is entering into this Warrant Purchase Agreement due to its own desire to dispose of the Warrants and to achieve its own internal corporate policies and objectives as a corporation or other entity; result of such sale. (xiie) such Person understands and The Seller acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, Purchaser has advised and fully disclosed to the Seller that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that Purchaser has been supplied to approached and has considered, at various times over the past year or more, the possibility of entering into various forms of Liquidity Transactions with entities such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representationsas Players International, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.Apollo Real Estate,

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further (a) Each Forward Seller represents and warrants to, and agrees with, each Underwriter and the Company, on the date of this Agreement, at the Closing Date and as of each Option Closing Date (in the case of a sale of Securities pursuant to the Acquiror as follows: Section 3(c) hereof) that: (i) This Agreement has been duly authorized, executed and delivered by such Person qualifies Forward Seller and, at the Closing Date or any Option Closing Date, such Forward Seller shall have the full right, power and authority to sell, transfer and deliver the Borrowed Securities, as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consultedcase may be, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford is required to bear transfer such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; Borrowed Securities hereunder; (vii) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated The Forward Sale Agreement entered into by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual it or its principal business address if affiliated Forward Purchaser has been, and any Additional Forward Sale Agreement entered into by it is a corporation or other entity; (xii) such Person understands its affiliated Forward Purchaser will be, duly authorized, executed and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made delivered by such Person herein shall survive the Forward Seller or affiliated Forward Purchaser and, assuming due authorization, execution and delivery of this such Forward Sale Agreement or such Additional Forward Sale Agreement, as the case may be, by the Company, each such Forward Sale Agreement and any such Additional Forward Sale Agreement will constitute a valid and binding agreement of such Forward Seller or its affiliated Forward Purchaser, enforceable against such Forward Seller or its affiliated Forward Purchaser in accordance with their terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability; and (iii) Such Forward Seller will, at the Closing Date or any Option Closing Date, have the free and unqualified right to transfer any Borrowed Securities, as the case may be, to the extent that it is required to transfer such Borrowed Securities hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Securities and payment of the purchase price therefor as herein contemplated, assuming each of the Acquiror SharesUnderwriters has no notice of any adverse claim, each of the Underwriters will have the free and unqualified right to transfer any such Borrowed Securities purchased by it from the Forward Sellers, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Additional Representations and Warranties. Such Acquiree Ultimate Shareholder, severally and not jointly, further represents and warrants to the Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further represents and warrants to the Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a3.7(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC ReportsAgreement; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.

Additional Representations and Warranties. Such Acquiree Shareholder, (a) The Noteholder Agent and each Noteholder represents and warrants (in each case severally only for itself and not jointly) to Senior Creditors that: (i) the execution, delivery and performance of this Intercreditor Agreement by Noteholder Agent is within its powers in its capacity as agent for the Noteholders, has been duly authorized by the Noteholders (in accordance with the requirements of the Waiver and Amendment), and does not contravene any law, any provision of any of the Noteholder Agreements or any agreement to which Noteholder Agent or any Noteholder is a party or by which it is bound; (ii) the Noteholder Agent has been duly appointed and constituted as agent to act for and on behalf of each Noteholder and has been irrevocably authorized to execute and deliver this Intercreditor Agreement for itself and on behalf of each Noteholder and to perform all of its obligations hereunder, and to take such actions on behalf of each Noteholder as may be required of it under the terms hereof, without any further consent or approval of any Noteholder; (iii) the Noteholder Agent and such Noteholder have not been granted and do not have any Liens upon the assets and properties of any Debtor pursuant to the Noteholder Agreements; (iv) this Intercreditor Agreement constitutes the legal, valid and binding agreement of Noteholder Agent and such Noteholder and is enforceable in accordance with its terms and by holding any PIPE Note, shall be binding on such Noteholder acting by and through the Noteholder Agent as its agent, notwithstanding that such Noteholder is not a signatory hereto. (b) The Senior Creditor Agent and each Senior Creditor represents and warrants (in each case severally only for itself and not jointly) to the Acquiror as follows: Noteholder Creditors that: (i) such Person qualifies the execution, delivery and performance of this Intercreditor Agreement by Senior Creditor Agent is within its powers in its capacity as an Accredited Investor; agent for the other Senior Creditors, has been duly authorized by the other Senior Creditors, and does not contravene any law, any provision of any of the Senior Creditor Agreements or any agreement to which Senior Creditor Agent or any Senior Creditor is a party or by which it is bound; (ii) this Intercreditor Agreement constitutes the legal, valid and binding agreement of Senior Creditor Agent and such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially Senior Creditor and is enforceable in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, accordance with its taxterms and shall be binding on such Senior Creditor acting by and through the Senior Creditor Agent as its agent, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror notwithstanding that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person Senior Creditor is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Sharessignatory hereto.

Additional Representations and Warranties. Such Acquiree Shareholder, severally [and not jointly, further Undertakings] (a) The Issuer hereby represents and warrants to the Acquiror Managers that as follows: at the date hereof (i) such Person qualifies as an Accredited Investor; no event has occurred which would render untrue or incorrect any of the representations and warranties of the Issuer contained in Section 3.01 of the Dealership Agreement, (ii) such Person consents that the conditions set out in Section 2.05 of the Dealership Agreement have been satisfied or waived, (iii) that the relevant Prospectus contains the necessary information which is material to an investor for making an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the Issuer, the rights attaching to the placement of a legend Covered Bonds, the reason for the issuance and its impact on any certificate the Issuer and nothing has happened or other is expected to happen which would require such document evidencing the Acquiror Shares substantially to be supplemented, and (iv) there is no adverse change in the form condition (financial or otherwise) or general affairs or prospects of the Issuer and its consolidated subsidiaries taken as a whole that is material in the context of the Programme or the issue of the Covered Bonds from that set forth in the Offering Document. (b) The Guarantor hereby represents and warrants to the Managers that as at the date hereof (i) no event has occurred which would render untrue or incorrect any of the representations and warranties of the Guarantor contained in Section 3.8(a); 3.03 of the Dealership Agreement, (ii) that the conditions set out in Section 2.05 of the Dealership Agreement have been satisfied or waived, (iii) that the relevant Prospectus contains the necessary information which is material to an investor for making an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the Guarantor, the rights attaching to the Covered Bonds, the reasons for the issuance and * To be inserted only if Managers are subject to MiFID or UK MiFIR, as applicable its impact on the Guarantor and nothing has happened or is expected to happen which would require such Person has sufficient knowledge and experience in finance, securities, investments and other business matters document to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; supplemented and (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment there is no adverse change in the Acquiror Shares and can afford to bear such risks for an indefinite period condition (financial or otherwise) or general affairs or prospects of time, including, without limitation, the risk of losing its entire investment Guarantor that is material in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course context of the transactions contemplated by this Agreement with all other public information regarding Programme and the Acquiror issue of the Covered Bonds from that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing set forth in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on Offering Document. [Insert any additional representations and warranties concerning and/or undertakings which may be required in relation to the Acquiror made Covered Bonds, including in respect of any additional information provided by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation Issuer to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesDealers under Section 5.03.]

Additional Representations and Warranties. Such Acquiree ShareholderThe Settling Parties make the following representations and warranties to one another: 11.1. Each of the Settling Parties represents, severally warrants and not jointly, further represents and warrants to the Acquiror as follows: agrees that (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting the full right and financial advisors concerning its investment in the Acquiror Shares and can afford authority to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of enter into this Agreement and the purchase other documents and transactions contemplated hereby, (ii) this Agreement and the other documents and transactions contemplated hereby have been duly authorized by all requisite action (corporate or otherwise) on its behalf, (iii) the person or entity executing this Agreement and the other documents contemplated hereby on that Settling Party's behalf has the full right and authority to fully commit and bind it. 11.2. Each of the Acquiror SharesSettling Parties hereto acknowledges that no other Settling Party, nor any agent or attorney of any other Settling Party, has made any promise, representation, or warranty, whatsoever, express or implied, not contained herein, concerning the subject matter hereof, to induce it to execute this instrument. Each of the Settling Parties acknowledges that it has not executed this instrument in reliance on any promise, representation, or warranty not contained herein. 11.3. Each of the Settling Parties hereto has read this Agreement carefully and knows and understands the contents thereof. Each of the Settling Parties is fully aware of the legal and binding effect of this Agreement. Each of the Settling Parties has made such an investigation of the facts pertinent to this Agreement and of all the matters pertaining thereto as it deemed necessary. 11.4. Each of the Settling Parties hereto acknowledges that it has been represented by counsel in the preparation, negotiation and execution of this Agreement, and that it has executed this document with the consent and the advice of such legal counsel. 11.5. Each of the Settling Parties hereto acknowledges and agrees that the terms of this Agreement are contractual and not merely recitals and are the result of negotiations between Settling Parties of equal bargaining positions. 11.6. Artist House represents and warrants that no person or entity other than Artist House has, or has had, any interest in any of Artist House's Released Claims; that Artist House has the sole rights and exclusive authority to execute this Agreement; and that Artist House has not sold, assigned, transferred, conveyed or otherwise disposed of any of Artist House's Released Claims to any person or entity, including any of its parents, subsidiaries, and affiliated and/or related companies. 11.7. The Davi Defendants represent and warrant that no other person or entity has, or has had, any interest in any of the Davi Defendants’ Released Claims. The Davi Defendants represent and warrant that they have the exclusive rights and exclusive authority to execute this Agreement, and that they have not sold, assigned, transferred, conveyed or otherwise disposed of any of the Davi Defendants’ Released Claims to any person or entity, including any of Davi’s parents, subsidiaries, and affiliated and/or related companies. 11.8. ▇▇▇▇▇▇▇ Mondavi represents and warrants that no other person or entity has, or has had, any interest in any of ▇▇▇▇▇▇▇ Mondavi's Released Claims. ▇▇▇▇▇▇▇ Mondavi represents and warrants that he has the exclusive rights and exclusive authority to execute this Agreement, and that he has not sold, assigned, transferred, conveyed or otherwise disposed of any of ▇▇▇▇▇▇▇ Mondavi's Released Claims to any person or entity.

Additional Representations and Warranties. Such Acquiree Shareholder(a) The Mortgaged Property is not used principally or primarily for agricultural or grazing purposes; (b) other than tenant improvement work currently in progress for which Mortgagor has allocated sufficient funds for the payment thereof, severally all costs for labor, equipment and materials used in the construction of the Improvements have been paid in full; (c) Mortgagor is not jointlyaware of any assessment for public improvements that is pending and that could become a lien upon the Mortgaged Property; (d) no event has occurred which, further represents and warrants with the giving of notice or the passage of time, or both, would constitute an Event of Default under any of the Loan Documents; (e) Mortgagor is not in default under any material agreement or instrument to which it is a party, which default would constitute a Material Adverse Change or would have a material adverse effect on Mortgagor's ability to timely perform the Obligations; (f) neither the Mortgaged Property, nor any part thereof, has sustained, incurred or suffered any material damage or destruction that has not been repaired as of the date hereof; (g) subject to the Acquiror as follows: Permitted Encumbrances, the Personalty and the Fixtures are owned by Mortgagor free and clear of any liens, encumbrances, mortgages, security interests, claims and rights of others; (h) the Mortgaged Property and the current use thereof complies with all Laws and Restrictions in all material respects; (i) such Person qualifies as an Accredited InvestorMortgagor has received no notices of violations of any Laws and Restrictions; (iij) such Person consents Mortgagor has not received any notice of any uncured violation with respect to, and to Mortgagor's knowledge the placement Improvements are in material compliance with, The Americans With Disabilities Act of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a1990 (42 U.S.C. Sections 12101-12213); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offenseTitle III thereof; and (xiiik) such Person acknowledges that Mortgagor has not received any notice of any violation with respect to, and to Mortgagor's knowledge the representationsImprovements are in material compliance with, warranties and agreements made by such Person herein shall survive the execution and delivery Fair Housing Amendments Act of this Agreement 1988 (42 U.S.C. Section 3610 et seq.), as amended, and the purchase of the Acquiror Sharesrules and regulations implementing such legislation.

Additional Representations and Warranties. Such Acquiree ShareholderIn addition to the representations and warranties set forth in the foregoing Loan Agreement or any other Loan Document, severally and not jointly, further Borrower hereby represents and warrants to the Acquiror Lender as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents : 4.1 At closing, Borrower shall own fee simple title to the placement Real Property and all Collateral identified on Exhibit B attached hereto, free of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form all liens and encumbrances, except as set forth in Section 3.8(a); the Title Commitment. 4.2 That the ALTA survey, as applicable, of the Real Property provided to Lender by ▇▇▇▇▇▇▇▇ represents an accurate depiction and description of the Real Property. 4.3 Borrower will not materially modify or alter the Real Property without the prior consent of Lender. There are no claims for payment for work, labor or materials affecting the Collateral which are or may become a lien prior to, or of equal priority with, the liens created by the Loan Documents. There are no mechanic’s or materialman’s liens or any other financial liens on the Real Property. Borrower has and will timely pay all contractors, subcontractors and suppliers for all work related to the Real Property and Borrower has obtained, and upon request of Lender will provide to Lender, lien waivers therefor. 4.4 No information set forth in Borrower’s loan application and in the financial statements given by ▇▇▇▇▇▇▇▇ and/or any Guarantor to Lender and all other information given (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters or to be able given) by Borrower to protect such Person’s or entity’s interests Lender in connection with the transactions contemplated Loan, including any statement regarding ▇▇▇▇▇▇▇▇’s past credit dealings, contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which adversely affects, nor as far as Borrower can foresee, might adversely affect, the Collateral or the business, operations or condition (financial or otherwise) of Borrower. 4.5 There are no leases, rental agreements, use agreements, licenses, vendor contracts or options that have not been delivered to Lender and, unless otherwise agreed to by this Agreement; Lender, cannot be terminated by giving up to thirty (iv30) such Person has consulteddays’ prior notice by the landlord. 4.6 Borrower, to the extent that it has deemed necessaryCollateral and the Real Property and the use thereof comply in all material respects with all laws, with its taxstatutes, legalordinances, accounting rules, regulations of federal, state and financial advisors concerning its investment in local governments and any political subdivision, department, agency, commission, board or instrumentality of any of the Acquiror Shares and can afford to bear such risks for an indefinite period of timeforegoing, including, without limitation, all building and zoning ordinances and codes. Borrower is not in default or violation of any order, writ, injunction, decree or demand of any governmental authority. 4.7 Borrower is the risk owner of losing its entire investment all of the equipment, fixtures and personal property and other Collateral identified on Exhibit B attached hereto located on or at the Real Property and shall not sell transfer or lease any Collateral other than in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the connection with ordinary course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror business or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Sharesas permitted hereunder.

Additional Representations and Warranties. Such Acquiree ShareholderMember, severally and not jointly, further represents and warrants to the Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a3.7(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further The Issuer represents and warrants to you that: (a) The Issuer is a sociedade anonima duly organized and validly existing under the Acquiror as follows: laws of the Federative Republic of Brazil and is duly qualified to transact business except to the extent that the failure to be so qualified would not have a material adverse effect on the business, properties, financial position or results of operations of the Issuer. (b) The Issuer has full power and authority to take and has duly taken all necessary corporate action to authorize (i) such Person qualifies as an Accredited Investor; the Exchange Offer, (ii) such Person consents the exchange of the Existing Notes pursuant to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); Exchange Offer, (iii) such Person the Consent Solicitation and (iv) the execution, delivery and performance of this Agreement. This Agreement has sufficient knowledge been duly executed and experience delivered on behalf of the Issuer and is a legal, valid and binding obligation of the Issuer, enforceable against the Issuer in financeaccordance with its terms, securitiesexcept that the enforceability hereof may be limited by (x) bankruptcy, investments insolvency, reorganization, moratorium and other business matters laws now or hereafter in effect relating to creditors' rights generally and (y) general principles of equity. (c) The Issuer will forthwith prepare the Transaction Material, copies of which will promptly be furnished to you. The Transaction Material complies and will comply in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 (as amended, the "Exchange Act"), to the extent applicable. The Registration Statement (including any information incorporated by reference therein) does not contain and will not contain any untrue information or untrue statement of a material fact, and does not omit and will not omit to state any untrue information or a material fact required to be able stated therein or necessary to protect such Person’s make the statements made therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made with respect to any statements contained in, or entity’s interests any matter omitted from, the Registration Statement in reliance upon and in conformity with information furnished or confirmed by the Solicitation Agent to the Issuer in writing expressly for use therein. (d) In connection with the Exchange Offer, the Issuer has complied, and will continue to comply, in all material respects with the applicable sections of the Exchange Act, including without limitation, Rules 10b-5, 14e-1 and 14e-3 thereunder. (e) The Exchange Offer, the exchange by the Issuer of the Existing Notes pursuant to the Exchange Offer, the Consent Solicitation and the execution, delivery and performance of this Agreement by the Issuer, comply and will comply in all material respects with all applicable requirements of federal, state, local and foreign law, including all applicable judgments, orders or decrees; and no consent, authorization, approval, order, exemption, registration, qualification or other action of, or filing with or notice to, any governmental agency is required in connection with the execution, delivery and performance of this Agreement by the Issuer or the making or consummation by the Issuer or the consummation of the other transactions contemplated by this Agreement; , apart from those that have been obtained and as may be required under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, state securities/blue sky laws and Brazilian law. (ivf) The Exchange Offer, the exchange of Existing Notes by the Issuer pursuant to the Exchange Offer and the execution, delivery and performance of this Agreement by the Issuer, do not and will not, after giving effect to consents, waivers and amendments that will have been obtained or made as of the closing date of the Exchange Offer and Consent Solicitation, (i) conflict with or result in a violation of any of the provisions of the articles of incorporation or the estatuto social of the Issuer, or (ii) except with respect to those agreements listed on Annex A attached hereto, result in a breach of any of the terms or provisions of, or constitute a default (with or without due notice and/or lapse of time) under, any loan, credit agreement, indenture, mortgage, note or other agreement or instrument to which the Issuer or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets is or may be bound, except to the extent such Person breach or default would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, financial position or results of operations of the Issuer and all of its subsidiaries taken as a whole. (g) The Issuer will make, as required by applicable law or regulation, any and all necessary amendments or supplements to the Transaction Material, and the Issuer will file, as required by applicable law or regulation, any and all necessary amendments or supplements to any documents filed with any agency relating to the Exchange Offer and Consent Solicitation, in each case subject to the provisions of Section 4, and will promptly furnish to you as many true and complete copies as you may reasonably request of each such amendment and supplement upon the filing thereof. (h) No stop order, restraining order or denial of an application for approval has consultedbeen issued and no investigation, proceeding or litigation has been commenced or, to the extent that it has deemed necessarybest of the Issuer's knowledge, threatened, before any governmental agency with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access respect to the SEC Reports; (vi) such Person has been furnished during the course making or consummation of the Exchange Offer or Consent Solicitation or the execution, delivery and performance of this Agreement or the consummation of the other transactions contemplated by this Agreement or the Exchange Offer or Consent Solicitation or with all other public information regarding respect to the Acquiror that such Person has requested and all such public information ownership of the Existing Notes by the Issuer or any of its subsidiaries or affiliates. (i) The Issuer is sufficient for such Person not an "investment company" under the Investment Company Act of 1940 required to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror be registered, as amended, and the terms rules and conditions regulations promulgated by any governmental agency thereunder. Each of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained set forth in this Agreement or will be true and correct (i) on and as of the SEC Reports; date on which the Exchange Offer and Consent Solicitation is commenced, (ixii) such Person will not sell or otherwise transfer on and as of the Acquiror Sharesdate on which any Transaction Material 8is first distributed to holders of Eligible Existing Notes, unless either (Aiii) on and as of the transfer settlement date of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; Eligible Existing Notes and (xiiiiv) such Person acknowledges that the representations, warranties on and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase as of the Acquiror Sharesdate of the consummation of the Consent Solicitation.

Additional Representations and Warranties. Such Acquiree Company Shareholder, severally and not jointly, further represents and warrants to the Acquiror Parent as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Parent Shares substantially in the form set forth in Section 3.8(a1.8(l); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Parent Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Parent Shares; (v) such Person has had access to the SEC Reportsreports of Parent on the Securities and Exchange Commission; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror Parent that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Parent Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror Parent and the terms and conditions of the issuance of the Acquiror Parent Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror Parent made by the Acquiror Parent or any officer, employee or agent of the AcquirorParent, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Parent Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror Parent is under no obligation to register the Acquiror Parent Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Parent Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror Parent that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Parent Shares.

Additional Representations and Warranties. Such Acquiree ShareholderAs this Transaction constitutes, severally and not jointlyor may constitute, further the sale by CSI to Counterparty of a security or securities (as defined in the Securities Act), in addition to the representations contained in Section 3 of the Agreement, Counterparty hereby represents and warrants to and for the Acquiror benefit of, and agrees with, CSI as follows: : (a) Counterparty is acquiring such securities for its own account as principal, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, in a manner that would violate the Securities Act, and no other person has a direct or indirect beneficial interest in any such securities acquired by Counterparty; (b) Counterparty understands that the offer and sale by CSI of such securities are intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) thereof. In furtherance thereof, Counterparty represents and warrants that (i) it has the financial ability to bear the economic risk of its investment and has adequate means of providing for its current needs and other contingencies, (ii) it is experienced in investing in options and similar instruments and has determined that such Person securities are a suitable investment for it, (iii) it is an institution that qualifies as an Accredited Investor“accredited investor” as that term is defined in Regulation D under the Securities Act; and (iic) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person Counterparty has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded given the opportunity to ask questions of of, and receive answers from, CSI concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations securities and warranties concerning the Acquiror made by financial condition and business operations of CSI and has been given the Acquiror or any officer, employee or agent opportunity to obtain such additional information necessary in order for Counterparty to evaluate the merits and risks of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer purchase of such securities to the extent CSI possesses such information or can acquire it without unreasonable effort or expense. (d) Counterparty hereby acknowledges that it understands and agrees that disposition of any such securities is restricted under the Agreement, the Securities Act and state securities laws. For example, such Securities have not been registered under the Securities Act or (B) under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they have been registered under the Securities Act and under the applicable laws of such states or an exemption from such registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.

Additional Representations and Warranties. Such Acquiree ShareholderIn addition to the representations and warranties set forth in Section 6 (Representations, severally Warranties and not jointlyAgreements) of the GIP Loan Agreement, further GIP represents and warrants to the Acquiror Lender that: (a) GIP shall be, following the settlement of the Tender Offer, the legal and beneficial owner of the Pledged Shares and shall have full right, power and authority to pledge, assign and grant the Pledge in favor of the Lender; (b) the Pledged Shares are not subject to any prior right, title, claim or interest (by way of lien, pledge, charge, security interest or other encumbrance, or otherwise) in favor of any third parties, provided that the lender recognizes and acknowledges the existence of the Shareholders Agreement; (c) except as follows: could not reasonably be expected to result in a Material Adverse Effect, and as of the date hereof, there are no pending actions, suits or other proceedings which might affect the Pledged Shares or the Lender’s security interest in the Pledged Shares and, to the best of its knowledge, none is threatened; (d) no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body, or other is required for (i) such Person qualifies as an Accredited Investor; the due execution, delivery and performance by GIP of this Agreement, (ii) such Person consents to the placement granting by GIP of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); Pledge granted by this Agreement, (iii) the perfection of such Person has sufficient knowledge and experience in financePledge, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with exercise by the Lender of its tax, legal, accounting rights and financial advisors concerning its investment remedies under this Agreement; (e) the Pledge hereby creates a first priority security interest on the Pledged Shares in the Acquiror Shares name, for the benefit and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course favor of the transactions contemplated by this Agreement with all other public information regarding Lender and grants the Acquiror that such Person has requested Lender a first priority and all such public information is sufficient special lien on the Pledged Shares for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions payment of the issuance Secured Obligations; (f) the Shares which have been issued have been duly authorized, validly issued and are fully paid-in, and any additional shares that might be issued by TGS will be duly authorized, validly issued and fully paid-in upon their issuance; (g) GIP is not entitled to any securities of TGS that are or may be convertible into shares, nor any outstanding options, warrants, or other agreements with respect to any of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Pledged Shares.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, EirGenix further represents and warrants to Bolt that: (a) the Acquiror as followsAntibody supplied to Bolt hereunder shall: (i) such Person qualifies as an Accredited Investorconform to the Specifications and comply with all Applicable Laws, including cGMP, and EirGenix shall perform and document all manufacturing and supply activities contemplated herein in compliance with all Applicable Laws; (ii) such Person consents to have not less than [***] of shelf life remaining at the placement time of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a)receipt by Bolt, unless otherwise agreed upon by Bolt; and (iii) be free and clear of any security interest, lien or other encumbrance (collectively (clauses (i), (ii) and (iii)), the “Antibody Warranty”); (b) the manufacturing facilities, the equipment used in the manufacture of Antibody within such Person facilities and the activities contemplated herein shall comply with all Applicable Laws, and EirGenix shall obtain (prior to performing the relevant obligations), and maintain during the term of this Agreement, all governmental registrations, permits, licenses and approvals necessary for EirGenix to manufacture and supply the Antibody to Bolt, and otherwise to perform its obligations, under this Agreement; (c) neither EirGenix, nor any of its Affiliates, nor any of their respective employees performing or involved with the performance under this Agreement, has sufficient knowledge and experience been “debarred” by a Regulatory Authority in financeany jurisdiction, securitiesnor have debarment proceedings against EirGenix, investments any of its Affiliates, or any of their respective employees been commenced. EirGenix will promptly notify Bolt in writing if any such proceedings have commenced or if EirGenix, any of its Affiliates, or any of their respective employees are debarred by a Regulatory Authority in any jurisdiction; (d) EirGenix owns or possesses adequate licenses and other business matters rights to any intellectual property to be able to protect such Person’s or entity’s interests used by EirGenix in connection with the transactions contemplated by fulfilling its obligations under this Agreement, and its manufacture and supply of the Antibody and fulfillment of its obligations under this Agreement shall not infringe, misappropriate or violate the intellectual property rights of any third party; and (ive) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks performance of its obligations under this Agreement, EirGenix will not act in any fashion or take any action which will render Bolt liable for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course a violation of the transactions contemplated by U.S. Foreign Corrupt Practices Act (“FCPA”), which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality thereof in order to assist EirGenix or Bolt in obtaining or retaining business. Bolt shall have the right to immediately terminate this Agreement with all should EirGenix make any payment, or take any other public information regarding action, which would violate the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesFCPA.

Additional Representations and Warranties. Such Acquiree Shareholder(a) The Stockholder is acquiring the Shares solely for his/her own beneficial account, severally for investment purposes, and not jointlywith a view to, further represents or for resale in connection with, any distribution of the Shares. The undersigned understands that the Shares have not been registered under the Securities Act of 1933 or the securities laws of any state by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned and warrants of the other representations made by the Stockholder. The Stockholder understands that PhoneTel is relying upon the representations contained herein for the purpose of determining whether the Acquisition meets the requirements for such exemptions. (b) The Stockholder has had an opportunity to ask questions, receive answers and discuss the business, management and financial affairs of PhoneTel and the terms and conditions of an investment in the Shares with, and has had access to, the management of PhoneTel and the Stockholder has had the opportunity to review the information received in connection with this investment. The Stockholder is familiar with the business and financial condition, properties, operations and prospects of PhoneTel and PTC and with the terms of the Acquisition and the Merger Agreement. (c) Neither PhoneTel nor any person acting on its behalf has offered the Shares to the Acquiror as follows: Stockholder by any form of general solicitation or general advertising. (i) The Stockholder's financial situation is such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and he/she can afford to bear such risks the economic risk of holding the Shares for an indefinite period of time, has adequate means for providing for his/her current needs and personal contingencies, and can afford to suffer the complete loss of his/her investment in the Shares; (ii) in making his/her decision to acquire the Shares pursuant to the Acquisition, the Stockholder has relied upon independent investigations made by him/her and, to the extent believed by the Stockholder to be appropriate, his/her representatives, including his/her own professional, financial, tax and other advisors; and (iii) all information which the Stockholder has provided to PhoneTel and its representatives including, without limitation, information concerning the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course Stockholder and his/her financial position is true, complete and correct as of the transactions contemplated date hereof, and the Stockholder agrees to promptly notify PhoneTel if at any time this ceases to be the case. (e) The Stockholder has good, valid and marketable title to, and legal ownership of, the PTC Common Stock and, upon consummation of the Acquisition the Stockholder will transfer to PhoneTel, and PhoneTel shall obtain, good, valid and marketable record and beneficial ownership of all the PTC Common Stock owned by this Agreement with all other public information regarding the Acquiror that such Person has requested Stockholder, free and clear of any and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; liens, options, charges, restrictions (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise restrictions on transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended imposed by any federal or state securities commission laws) or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy encumbrances of any kind. (f) The Stockholder has previously received the current and historical financial statements of PhoneTel, and has had an opportunity to thoroughly review such information concerning before making any investment decision regarding the Acquiror shares. (g) Each Stockholder represents that has been supplied he does not have any plan or intention to sell, exchange, transfer by gift or otherwise dispose of a number of PhoneTel Common Shares to be received by such Person and that any representation Stockholder pursuant to the contrary is Merger that would reduce such Stockholder's ownership of PhoneTel Common Shares to a criminal offense; and (xiii) such Person acknowledges that number of shares having a value, as of the representationsdate of the Merger, warranties and agreements made of less than 51 percent of the value of the PTC Common Stock held by such Person herein shall survive the execution and delivery of this Agreement and the purchase Stockholder as of the Acquiror Shares.same date. Stockholder Initials: ____________

Additional Representations and Warranties. Such Acquiree ShareholderPrincipal Shareholders, severally and not jointly, further represents and warrants to the Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a3.7(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Shares.

Additional Representations and Warranties. Such Acquiree ShareholderInvestor, severally and not jointly, further represents and warrants to the Acquiror Company as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares Securities substantially in the form set forth in for thin Section 3.8(a3.7(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares Securities and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror SharesSecurities; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror Company that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror SharesSecurities; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror Company and the terms and conditions of the issuance of the Acquiror SharesSecurities; (viii) such Person is not relying on any representations and warranties concerning the Acquiror Company made by the Acquiror Company or any officer, employee or agent of the AcquirorCompany, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror SharesSecurities, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror Company is under no obligation to register the Acquiror Shares Securities for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares Securities have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror Company that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesSecurities.

Additional Representations and Warranties. Such Acquiree ShareholderYou will make the following representations and warranties to the Corporation by acceptance of this Offer that will be relied upon by the Corporation in purchasing your Image Innovations Shares: (1) The Image Innovations Shares are owned by you as the legal and beneficial owner with a good and marketable title thereto, severally free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever; (2) You have all necessary power and authority to deal with, transfer and sell Image Innovations Shares in accordance with this Agreement; (3) No person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from you of any of Image Innovations Shares held by you; (4) The entering into of this agreement and the consummation of the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any agreement, written or oral, to which you may be a party; (5) This agreement has been duly authorized, validly executed and delivered by you; (6) You have had full opportunity to review the Corporation’s filings with the United States Securities and Exchange Commission ("SEC”) and additional information regarding the business and financial condition of the Corporation with your legal, tax and financial advisors prior to acceptance of the Offer; (7) You hereby acknowledge that this Offer and the offering of Corporation Shares has not been reviewed by the SEC or the British Columbia Securities Commission and that the Corporation Shares will be issued by the Corporation pursuant to an exemption from registration provided by Regulation S pursuant to the United States Securities Act and the Canadian provincial securities statutes of British Columbia and Alberta; (8) You are not aware of any advertisement of the Corporation Shares; (9) You are acquiring the Corporation Shares subscribed to hereunder as principal for your own benefit and as an investment for your own account, not as a nominee or agent, and not jointlywith a view toward the resale or distribution of any part thereof, further represents and warrants you have no present intention of selling, granting any participation in, or otherwise distributing the same; (10) You do not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any acquisition of the Corporation Shares; (11) You have full power and authority to accept this Offer which, when accepted, will constitute a valid and legally binding obligation, enforceable in accordance with its terms; (12) You can bear the economic risk of an investment in the Corporation Shares; (13) You have satisfied yourself as to the Acquiror as follows: full observance of the laws of your jurisdiction in connection with the Offer, including (i) such Person qualifies as an Accredited Investor; the legal requirements within your jurisdiction for the issuance of the Corporation Shares to you, (ii) any foreign exchange restrictions applicable to such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acceptance of this Offer by you; (14) You have such Person has sufficient knowledge and experience in finance, securities, investments investments, including investment in non-listed and non registered securities, and other business matters so as to be able to protect such Person’s or entity’s your interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Sharestransaction.

Additional Representations and Warranties. Such Acquiree Shareholder[and Undertakings] (a) The Issuer hereby represents and warrants to the Managers that as at the date hereof (i) no event has occurred which would render untrue or incorrect any of the representations and warranties of the Issuer contained in Section 3.01 and Section 5.07 (with respect to issuances of Rule 144A Covered Bonds) of the Dealership Agreement, (ii) that the conditions set out in Section 2.03 and Section 5.06 (with respect to issuances of Rule 144A Covered Bonds) of the Dealership Agreement have been satisfied or, other than with respect to the condition in paragraph (c) thereof, waived, (iii) that the relevant Prospectus contains all material information relating to the assets and liabilities, financial position, profits and losses of the Issuer and nothing has happened or is expected to happen which would require such document to be supplemented, (iv) there is no material adverse change in the condition (financial or otherwise) or general affairs or prospects of the Issuer from that set forth in the Prospectus and the Disclosure Documents, [(v) no withholding tax imposed under the federal laws of Canada will be payable in respect of the payment or crediting of any commission or fee as contemplated by this Agreement to a Dealer that is not resident in Canada for the purposes of the Income Tax Act (Canada) (a “Non-Resident Dealer”) or on any interest or deemed interest on the resale of Covered Bonds by a Non-Resident Dealer, provided that such Non-Resident Dealer deals at arm’s length with the Issuer and the Guarantor and that any such commission or fee is payable in respect of services rendered by such Non-Resident Dealer outside of Canada that are performed by such Non-Resident Dealer in the ordinary course of a business carried on by it that includes the performance of such services for a fee; and (vi) no goods and services tax imposed under the federal laws of Canada will be collectible by any Non-Resident Dealer in respect of the payment or crediting of any commission or fee as contemplated by any applicable Subscription Agreement to any Non-Resident Dealer, provided that any such commission or fee is payable in respect of services performed by such Non-Resident Dealer wholly outside of Canada.]* (b) The Guarantor hereby represents and warrants to the Managers that as at the date hereof (i) no event has occurred which would render untrue or incorrect any of the representations and warranties of the Guarantor contained in Section 3.02 and Section 5.07 (with respect to issuances of Rule 144A Covered Bonds) of the Dealership Agreement, (ii) that the conditions set out in Section 2.03 and Section 5.06 (with respect to issuances of Rule 144A Covered Bonds) of the Dealership Agreement have been satisfied or, other than with respect to the condition in paragraph (c) thereof, waived, (iii) that the relevant Prospectus contains all material information relating to the assets and liabilities, financial position, profits and losses of the Guarantor and nothing has happened or is expected to happen which would require such document to be supplemented and (iv) there is no material adverse change in the condition (financial or otherwise) or general affairs or prospects of the Guarantor from that set forth in the Prospectus and the Disclosure Documents. (c) Each Manager, severally and not jointly, further represents agrees to indemnify and warrants to hold harmless each of the Acquiror Issuer and the Guarantor, its respective directors, its respective officers and any person controlling either of the Issuer or the Guarantor, as follows: applicable, from and against any and all losses, claims, damages and liabilities (i) such Person qualifies as an Accredited Investor; caused by any untrue statement or alleged untrue statement of a material fact contained in the applicable Offering Document or (ii) caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading in each case solely insofar as such Person consents losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any Manager Information. “Manager Information” means information relating to any Manager furnished to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially Issuer in writing by such Manager expressly for use and contained in the form set forth applicable Offering Document, or any supplement or amendment thereto, it being understood and agreed that the only such information consists of the following: [ ] in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business the applicable Offering Document. * The bracketed representations regarding tax matters to be able finalized at the time of entering into this Agreement to protect such Person’s or entity’s interests address any specific circumstances of the Dealers. If no unusual circumstances exist, the bracketed representations would be included in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on . [Insert any additional representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained and/or undertakings which may be required in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation relation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesCovered Bonds.]

Additional Representations and Warranties. Such Acquiree Shareholder, severally (a) Each of Servicer and not jointly, further represents Bank has the financial capacity to perform its obligations under this Agreement. Each of Servicer and warrants Bank has delivered to the Acquiror as follows: other Party complete and correct copies of its balance sheets and related statements of income and cash flow and such other items that the other Party has reasonably requested in connection with its due diligence review of such Party (the “Due Diligence Materials”). All Due Diligence Materials were accurate and complete in all material respects to the best of the respective Party’s knowledge. Each of Servicer’s and Bank’s financial statements, subject to any limitation stated therein, which have been furnished to the other Party, do fairly present the financial condition of such furnishing Party, and have been prepared in accordance with (i) the books and records of such Person qualifies as an Accredited Investor; Party, (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially generally accepted accounting principles as in effect in the form set forth in Section 3.8(a); United States at the time of preparation, and (iii) such Person all pronouncements of the Financial Accounting Standards Board. (b) Each of Servicer and Bank has established and is maintaining (i) a Security Program which is sufficient knowledge to satisfy the requirements of Section 12.5 hereof and experience in finance(ii) disaster recovery, securities, investments business resumption and other business matters contingency plans appropriate for the nature and scope of the activities of and the obligations to be able performed by such Party hereunder which are sufficient to protect satisfy the requirements of Section 12.6 hereof; which will enable such Person’s or entity’s interests in connection Party to continue to comply with such requirements during the Term and any wind-down period. Each of Servicer and Bank has, within the last twelve (12) months, tested such Security Program and disaster recovery, business resumption and contingency plans, has determined they are sufficient and will enable such Party to continue to comply with the transactions contemplated by this Agreement; requirements herein during the Term and any wind-down period. (ivc) such Person has consulted, Each Party’s Marks licensed to the extent that it has deemed necessary, with its tax, legal, accounting other Party (including the third party Marks designated by a Party) hereunder and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions their use as contemplated by this Agreement with all do not violate or infringe upon or constitute an infringement or misappropriation of any patent, copyright, trademark, service ▇▇▇▇, trade name or trade secret of any Person and such licensing Party has the right to grant such license and allow the other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer Party’s use of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesMarks as described herein.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further represents and warrants to the Acquiror as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents to the placement of a legend on any certificate or other document evidencing the Acquiror Shares substantially in the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands THE INTRODUCING BROKER. You represent, warrant, and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authoritycovenant as follows, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the which representations, warranties and agreements made covenants shall be deemed repeated on each day that ▇▇▇▇▇▇▇▇▇▇ Correspondent Services executes an order or clears and settles a trade for an Introduced Account: (i) You have and shall maintain at all times during the life of this Agreement "net capital," computed in accordance with Rule 15c3-1 of the 1934 Act, equal to the greatest of the amount required of you by such Person herein Rule, the amount required under the Rules of any SRO of which you are a member, and the amount set out in Schedule A (the "Minimum Capital Requirement"). You are in compliance, and during the term of this Agreement will remain in compliance with, all financial reporting and recordkeeping requirements applicable to you under the Laws and Regulations. You shall survive immediately notify ▇▇▇▇▇▇▇▇▇▇ Correspondent Services if (i) your net capital is less than the amount set forth in the preceding sentence, (ii) your excess net capital is less than 10% of required net capital, (iii) if you compute your net capital under the "basic method," your aggregate indebtedness ratio reaches or exceeds 10 to 1, or (iv) if you operate under the "alternative method," your net capital is less than 5% of aggregate debit items computed in accordance with Rule 15c3-3. (ii) You are a member in good standing of the NASD and your agents that deal with any Introduced Accounts, or that trade for or supervise the Introduced Accounts, are appropriately registered with the NASD or any other required SRO. You agree to promptly notify ▇▇▇▇▇▇▇▇▇▇ Correspondent Services of any SRO memberships or affiliations. You are registered with the SEC under Section 15 of the Exchange Act. You and your agents are registered or licensed and are qualified to do business in each jurisdiction where such registration or qualification shall be required in respect of transactions in the Introduced Accounts or other services provided to the Customers. (iii) You have all the requisite authority in conformity with all applicable Laws and Regulations to enter into this Agreement and to retain the services of ▇▇▇▇▇▇▇▇▇▇ Correspondent Services in accordance with the terms hereof and have taken all necessary action to authorize the execution and delivery of this Agreement and the purchase performance of your obligations hereunder. (iv) You shall keep confidential any confidential information you may acquire as a result of this Agreement regarding the business and affairs of ▇▇▇▇▇▇▇▇▇▇ Correspondent Services, which requirement shall survive the life of this Agreement. You shall carry a Securities Dealer Blanket Bond insurance policy in a minimum dollar amount and with a maximum deductible set out in Schedule A and otherwise acceptable to ▇▇▇▇▇▇▇▇▇▇ Correspondent Services as to form, type of coverage and insurance company, in order to fully protect and indemnify ▇▇▇▇▇▇▇▇▇▇ Correspondent Services and the Indemnified Parties against any loss, liability, damage, cost, or expense (including but not otherwise limited to fees and expenses of legal counsel) that ▇▇▇▇▇▇▇▇▇▇ Correspondent Services may suffer or incur, directly or indirectly, as a result of any act of your employees, agents, or partners. The insurance policy should cover, but is not limited to, the following items: employee fidelity, premises, transit, forgery, securities, counterfeiting, facsimile signatures, central handling of securities (if required), computer systems, and loss payee and notification (with Banc of America Securities LLC designated as "joint loss payee"). This insurance coverage shall remain in effect while ▇▇▇▇▇▇▇▇▇▇ Correspondent Services acts as your clearing agent and will include coverage for any claims made or discovered within 90 days following the termination of this clearing relationship. You further agree that if such a 90 day discovery clause is exercisable at your option, you will exercise such option. (B) BANC OF AMERICA SECURITIES LLC. Banc of America Securities LLC represents, warrants, and covenants as follows: (i) Banc of America Securities LLC is, and will remain during the term of this Agreement, a member in good standing of the Acquiror SharesNASD and the NYSE and duly registered with the SEC. (ii) Banc of America Securities LLC has all the requisite authority, in conformity with all applicable Laws and Regulations, to enter into and perform this Agreement and has taken all necessary action to authorize the execution of this Agreement and the performance of its obligations hereunder. (iii) Banc of America Securities LLC is, and during the term of this Agreement will remain, in compliance with the capital and financial reporting requirements of the SEC and of every SRO of which it is a member. (iv) Banc of America Securities LLC represents and warrants that the names and addresses of your customers that have or may come to its attention in connection with the clearing and related functions it has assumed under this Agreement are confidential and shall not be utilized by Banc of America Securities LLC except in connection with the functions performed by ▇▇▇▇▇▇▇▇▇▇ Correspondent Services pursuant to this Agreement. Notwithstanding the foregoing, should an Introduced Account request, on an unsolicited basis, that Banc of America Securities LLC become its broker, you acknowledge and agree that it may accept such account. Banc of America Securities LLC shall keep confidential any confidential information it may acquire as a result of this Agreement regarding your business and affairs, which requirement shall survive the life of this Agreement. Banc of America Securities LLC represents and warrants that the communications network, data processing systems and computer systems used by ▇▇▇▇▇▇▇▇▇▇ Correspondent Services in connection with its performance under this Agreement will be able to accurately receive, process, or provide date/time data within, from, into, and between the 20th and 21st centuries, including leap year calculations, and will not be materially adversely affected by dates prior to, on, after, or spanning January 1, 2000.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further Pledgor represents ----------------------------------------- and warrants to Pledgee, as of the Acquiror date hereof and as follows: (i) such Person qualifies as an Accredited Investor; (ii) such Person consents of the date of each pledge and delivery hereunder, in each case only with respect to the placement Collateral then being pledged: (a) Pledgor is the sole record, legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign), the Collateral, free and clear of all liens, security interests, options, or other charges or encumbrances, except as described in Section 2.7. (b) The delivery of the Collateral to Pledgee, together with the filing of the Uniform Commercial Code financing statements described in the following sentence, is effective to create a valid, perfected, continuing and enforceable first priority security interest in such Collateral and all proceeds thereof, securing the Secured Obligations. All Uniform Commercial Code financing statements necessary to perfect the security interest of Pledgee in and to all or part of the Collateral have been filed in the appropriate governmental office or executed and delivered to Pledgee for filing (or, in the case of a legend on any certificate or other document evidencing reallocation as provided in Section 2.7, will be so executed and delivered within five Business Days after Pledgor's receipt of the Acquiror Shares substantially new Exhibit A-1 under Section 2.7 above), ----------- and Pledgor has directed (or, in the form set forth case of a reallocation as provided in Section 3.8(a); 2.7, will so direct within five Business Days after Pledgor's receipt of the new Exhibit A-1 under Section 2.7 above) the Partnership to ----------- register the pledge to Pledgee of the Common Units then being pledged hereunder. (iiic) In the case of any Pledged Interests consisting of Common Stock, all of such Person has sufficient knowledge Pledged Interests are duly authorized and experience in financevalidly issued, securitiesfully paid, investments and non-assessable and are not subject to any shareholder agreements, voting agreements, voting trusts, trust deeds, irrevocable proxies, or any other business matters to be able to protect such Person’s similar agreements or entity’s interests in connection with the transactions instruments, except as contemplated by this Pledge and Security Agreement; , and there are no outstanding options, warrants or other agreements with respect thereto, in each case, except as described in Section 2.7. (ivd) such No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person has consulted, to (other than the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course of the transactions filing contemplated by Section 3.2(b) hereof) is required by Pledgor for the pledge by Pledgor of any Collateral pursuant to this Agreement with all other public information regarding the Acquiror that such Person has requested Pledge and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Security Agreement or for the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Sharesexecution, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands delivery, and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery performance of this Pledge and Security Agreement and the purchase of the Acquiror Sharesby Pledgor.

Additional Representations and Warranties. Such Acquiree Shareholder, severally and not jointly, further Each Grantor represents and warrants as of the Closing Date that: (1) it is the true and lawful, sole and exclusive owner of the Trademarks listed for such Grantor on Exhibit G hereto with respect to the Acquiror as follows: goods and services sold by such Grantor (ior its licensee) thereunder and that Exhibit G includes all the material Trademarks that are registered or applied for and all material unregistered Trademarks that such Person qualifies as an Accredited InvestorGrantor now has trademark rights in connection with its business; (ii2) such Person consents it owns or is licensed to use all material Trademarks that it uses, and that all licenses to Grantor to use any material Trademarks, to the placement best of a legend such Grantor's knowledge, are in full force and effect; (3) it is the owner of record of all registrations and applications listed for such Grantor on Exhibit G hereto and that said registrations are, to the best of such Grantor's knowledge, valid, subsisting, have not been canceled and that such Grantor is not aware of any certificate third-party claim pending, threatened, or supportable that any of said registrations is invalid or unenforceable; (4) all registration and maintenance fees that have become due and payable in respect of any Trademarks listed on Exhibit G have been paid and, to the best knowledge of such Grantor, no act has been done or omitted to be done by such Grantor which act or omission entitles any governmental authority to cancel, forfeit, modify or declare abandoned any of the material Trademarks listed on Exhibit G; and (5) to the knowledge of such Grantor, there are no pending or threatened suits, claims, oppositions, or other challenges by any person against the ownership by such Grantor of any of the material Trademarks listed on Exhibit G and to the knowledge of such Grantor, the conduct of the business of such Grantor and its use of any material Trademark listed on Exhibit G in connection therewith does not infringe upon or otherwise violate any right of any third party. Each Grantor hereby grants to the Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document evidencing which may be required by the Acquiror Shares substantially PTO in order to effect an absolute assignment of all right, title and interest in each Trademark, and record the form set forth in Section 3.8(a); (iii) such Person has sufficient knowledge and experience in financesame, securities, investments and other business matters to be able to protect such Person’s or entity’s interests in connection with the transactions contemplated by this Agreement; (iv) such Person has consulted, to the extent sale or transfer of that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Shares; (v) such Person has had access to the SEC Reports; (vi) such Person has been furnished during the course portion of the transactions contemplated by this Agreement with all other public information regarding Grantor's business to which the Acquiror that such Person has requested and all such public information is sufficient for such Person to evaluate the risks of investing in the Acquiror Shares; (vii) such Person has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror and the terms and conditions of the issuance of the Acquiror Shares; (viii) such Person is not relying on any representations and warranties concerning the Acquiror made by the Acquiror or any officer, employee or agent of the Acquiror, other than those contained in this Agreement or the SEC Reports; (ix) such Person will not sell or otherwise transfer the Acquiror Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available; (x) such Person understands and acknowledges that the Acquiror is under no obligation to register the Acquiror Shares for sale under the Securities Act; (xi) such Person represents that the address furnished in Schedule I is the principal residence if he is an individual or its principal business address if it is a corporation or other entity; (xii) such Person understands and acknowledges that the Acquiror Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror that has been supplied to such Person and that any representation to the contrary is a criminal offense; and (xiii) such Person acknowledges that the representations, warranties and agreements made by such Person herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror SharesTrademark relates.