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

Additional Representations, Warranties and Covenants. The Member (i) consents to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a); (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 ARMEAU that has been supplied to the Member and that any representation to the contrary is a criminal offense; and (xiii) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution and delivery of this Agreement and the acquisition of the ARMEAU Shares.

Additional Representations, Warranties and Covenants. The Member With respect to each of its Accounts, Borrower represents, warrants and covenants unto Agent and Lenders that: (iA) consents they are and shall be genuine, in all respects what they purport to the placement of be and are not evidenced by a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a)judgment; (iiB) has sufficient knowledge and experience they represent undisputed, bona fide transactions completed in finance, securities, investments and other business matters to be able to protect his interests in connection accordance with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of provisions contained in the issuance of the ARMEAU Sharesinvoices and other documents delivered to Agent with respect thereto; (viiiC) is not relying the amounts thereof, which may be shown on any representations invoices and warranties concerning ARMEAU made by ARMEAU or statements delivered to Agent with respect thereto, are and shall be actually and absolutely owing to Borrower and are not contingent for any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reportsreason; (ixD) no payments have been or shall be made thereon except payments delivered to Borrower in the ordinary course of business; (E) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made and will not sell make any agreement with any Account Debtor for any deduction therefrom, except regular discounts allowed by Borrower in the ordinary course of its respective businesses for prompt payment; (F) there are no facts, events or otherwise transfer occurrences known to Borrower which in any way impair the ARMEAU Sharesvalidity or enforcement thereof or tend to reduce the amount payable thereunder; (G) to Borrower’s knowledge, unless either all Account Debtors have the capacity to contract and are solvent; (AH) the transfer services furnished or Goods sold giving rise thereto are not subject to any Lien, except the security interest and Liens of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is availableAgent and Lenders; (xI) understands and acknowledges that ARMEAU is under Borrower has no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 knowledge of any information concerning ARMEAU that has been supplied to fact or circumstance which would impair the Member and that any representation to the contrary is a criminal offensevalidity or collectibility thereof; and (xiiiJ) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution and delivery Borrower has no knowledge of this Agreement and the acquisition of the ARMEAU Sharesany proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition.

Additional Representations, Warranties and Covenants. The Member Seller (i) consents to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a)3.10; (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the MemberSeller’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU Buyer that such the Member Seller has requested and all such public information is sufficient for the Member Seller to evaluate the risks of acquiring the ARMEAU Shares; (viiv) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU Buyer and the terms and conditions of the issuance of the ARMEAU Shares; (viiivi) is not relying on any representations and warranties concerning ARMEAU Buyer made by ARMEAU Buyer or any officer, employee or agent of ARMEAUBuyer, other than those contained in this Agreement or the SEC ReportsAgreement; (ixvii) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (xviii) understands and acknowledges that ARMEAU Buyer is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xiix) represents and warrants that the address furnished to ARMEAU Buyer is the principal residence of the MemberSeller; (xiix) understands and acknowledges that the ARMEAU 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 ARMEAU Buyer that has been supplied to the Member Seller and that any representation to the contrary is a criminal offense; and (xiiixi) acknowledges that the representations, warranties and agreements made by the Member Seller herein shall survive the execution and delivery of this Agreement and the acquisition of the ARMEAU Shares.

Additional Representations, Warranties and Covenants. The Member 10.1 As this Transaction constitutes, or may constitute, the sale by CSNY 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 to CSNY, in accordance with Section 3 of the Agreement, as follows: (a) Counterparty is acquiring such securities for its own account as principal, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in any such securities acquired by Counterparty; (b) Counterparty represents and warrants that it qualifies as an "eligible contract participant" as that term is defined in the U.S. Commodity Exchange Act, as amended, and is a "qualified investor" as that term is defined in the Exchange Act; (c) Counterparty represents and warrants that it is not an "investment company" as that term is defined in the Investment Company Act of 1940, as amended; (d) Counterparty understands that the offer and sale by CSNY of such securities are intended to be exempt from registration under the Securities Act. In furtherance thereof, Counterparty represents and warrants that (i) consents it has the financial ability to bear the placement economic risk of a legend on any certificate or its investment and has adequate means of providing for its current needs and other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a); contingencies, (ii) it is experienced in investing in options and similar instruments and has sufficient knowledge and experience in financedetermined that such securities are a suitable investment for it, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to it is an institution that qualifies as an "accredited investor" as that term is defined in Regulation D under the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU SharesSecurities Act; and (ive) has had access to the SEC Reports; (vi) Counterparty has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded given the opportunity to ask questions of of, and receive answers from, CSNY concerning ARMEAU and the terms and conditions of such securities and concerning the issuance financial condition and business operations of CSNY and has been given the ARMEAU Shares; (viii) opportunity to obtain such additional information necessary in order for Counterparty to evaluate the merits and risks of purchase of such securities to the extent CSNY possesses such information or can acquire it without unreasonable effort or expense. 10.2 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 relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is been registered under the Securities Act; 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 the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) . 10.3 CSNY hereby represents and warrants that the address furnished to ARMEAU Counterparty that, for U.S. federal income tax purposes: (i) it is the principal residence a beneficial owner of the Membereach payment received or to be received under this Confirmation; (xiiii) understands and acknowledges that each such payment received under this Confirmation will be effectively connected with its conduct of a trade or business in the ARMEAU 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 ARMEAU that has been supplied to the Member and that any representation to the contrary is a criminal offenseUnited States; and (xiiiiii) acknowledges Credit Suisse Securities (USA) LLC is an entity that the representationsis disregarded as separate from its owner, warranties and agreements made by the Member herein shall survive the execution and delivery of this Agreement and the acquisition Credit Suisse (USA) Inc., which is a "United States person" as defined in Section 7701(a)(30) of the ARMEAU SharesInternal Revenue Code. Any successor entity to CSNY or Credit Suisse Securities (USA) LLC shall make such representations and provide such documents as are necessary to ensure that any payments made pursuant to this transaction are free of U.S. withholding tax, but only to the extent that it is reasonably feasible, legally and commercially, to do so.

Additional Representations, Warranties and Covenants. The Member (i) consents Borrowers represent and warrant to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a); (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection covenant with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either Lender that: (A) the transfer of Inventory shall be kept only at the ARMEAU Shares is registered under the Securities Actlocations specified on Schedule 4.4; or (B) an exemption from registration Borrowers now keep and hereafter at all times shall keep correct and accurate records itemizing and describing the age, kind, type and quantity of the ARMEAU Shares is Inventory and Borrowers' stated actual cost therefor, together with withdrawals therefrom and additions thereto for each month, all of which records shall be available, upon demand, to any of Lender' s officers, employees or agents for inspection and copying thereof; (xC) understands all Inventory is now and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Acthereafter at all times shall be of good and merchantable quality, free from defects; (xiD) represents any of Lender's officers, employees or agents shall, now and warrants that at any time or times hereafter, have the address furnished right, upon demand, to ARMEAU is inspect and examine the principal residence of Inventory and to check and test the Member; (xii) understands same as to quality, quantity, value and acknowledges that the ARMEAU 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 ARMEAU that has been supplied to the Member and that any representation to the contrary is a criminal offensecondition; and (xiiiE) acknowledges that all Eligible Inventory set forth on the representationsBorrowing Base Certificate (1) consists of (i) raw materials, warranties (ii) work-in-process, (iii) finished goods, or (iv) packaging materials; (2) is not more than three hundred sixty-five (365) days old; (3) is not consigned to any Person; (4) does not violate the negative covenants and agreements made similar provisions of this Section 6 and does satisfy the positive covenants, and similar provisions of this Section 6; (5) is subject to Lender's first position priority preferred security interest and lien; and (7) is located at one of the locations specified on Schedule 4.4, and, if located at a warehouse, other storage facility or leased facility, Lender has (i) received an original executed Warehouse Agreement or Landlord Agreement in form and substance acceptable to Lender, (ii) filed its Uniform Commercial Code financing statements in accordance with applicable law with regard to the respective location of each such warehouse, other storage facility or leased facility, and (iii) as evidenced by then currently dated Uniform Commercial Code judgment and lien searches satisfactory to Lender, there are no security interests or liens in and to the Collateral located at such warehouse, other storage facility or leased facility, other than Lender's first position priority security interest and lien. All costs, fees and expenses incurred by Lender in connection with this Section 6, or which Lender becomes obligated to pay, shall be part of the Liabilities, secured by the Member herein shall survive the execution Collateral and delivery of this Agreement and the acquisition of the ARMEAU Sharespayable by Borrowers to Lender on demand.

Additional Representations, Warranties and Covenants. (a) The Member Transferor represents and warrants that: (i) consents This Agreement creates a valid and continuing security interest (as defined in the Relevant UCC) in the Receivables in favor of the Administrative Agent, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Transferor. (ii) The Receivables constitute "accounts" or "payment intangibles" within the meaning of the Relevant UCC. (iii) Prior to the placement transfer thereof to the Administrative Agent, the Transferor owned and had good and marketable title to the Receivables free and clear of a legend on any certificate Lien, claim or encumbrance of any Person (other document evidencing than Permitted Encumbrances). (iv) The Transferor has caused the Member’s ARMEAU Shares substantially filing of all appropriate financing statements in the form proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Administrative Agent hereunder. (v) Other than the security interest granted to the Administrative Agent pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. (vi) The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Administrative Agent hereunder or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor. (b) The Collection Agent agrees to maintain the perfection and priority of the security interest granted pursuant to this Agreement. (c) The representations and warranties set forth in this Section 3.8(a); (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 ARMEAU that has been supplied to the Member and that any representation to the contrary is a criminal offense; and (xiii) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution transfer and delivery assignment of the Receivables to the Administrative Agent and the termination of this Agreement Agreement. (d) With respect to this Section, no failure to exercise and no delay in exercising, on the acquisition part of any Person, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the ARMEAU Sharesexercise of any other right, remedy, power or privilege.

Additional Representations, Warranties and Covenants. The Member (a) Each Security Party hereby (i) consents to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a); (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants to Prairie that the address furnished to ARMEAU is the principal residence all obligations, liabilities and Indebtedness of each Security Party in respect of the Member; Krane Earnout have been fully paid, performed and satisfie▇ ▇▇ full and no Security Party has any further payment obligations in respect thereof and (xiiii) understands agrees and acknowledges that Prairie has no further obligation to make any loans or advance any funds to any Security Party. (b) Holdings hereby covenants and agrees to deliver to Prairie, on or before the ARMEAU Shares have sixtieth (60th) day after the date hereof, a copy of the annual audit report of Holdings and its Subsidiaries for the fiscal year ended December 31, 2000, including therein consolidated balance sheets and statements of earnings and cash flows of Holdings and its Subsidiaries as at the end of such fiscal year, certified without qualification by PriceWaterhouseCoopers, together with all other deliveries required by Section 4.1(iii) and (iv) of the Existing Purchase Agreement to the extent not been recommended by any federal or state securities commission or regulatory authority, previously delivered to Prairie. (c) The parties hereto hereby agree that the foregoing authorities have not confirmed the accuracy or determined the adequacy Security Parties may resume payments of any information concerning ARMEAU that has been supplied management fees to HIG, HIG Capital and their respective Affiliates in accordance with, and subject to the Member terms of, Sections 4.5(xxii) and 4.6(vii) of the Existing Purchase Agreement; it being agreed and understood that the Security Parties shall not be permitted to make, and none of HIG, HIG Capital, nor any representation of their respective Affiliates shall be permitted to receive or retain, any payments in respect of accrued management fees that were not paid in cash to HIG, HIG Capital or their respective Affiliates due to the contrary is a criminal offense; operation of such Sections 4.5(xxii) and 4.6(vii) of the Existing Purchase Agreement (xiii) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution and delivery of this Agreement and the acquisition Security Parties hereby represent and warrant to Prairie that no payments of management fees previously were made to HIG, HIG Capital or any of their respective Affiliates in violation of such Sections 4.5(xxii) and 4.6(vii) of the ARMEAU SharesExisting Purchase Agreement).

Additional Representations, Warranties and Covenants. The Member Company and FGX Holdings represent and warrant that (a) this Agreement has been duly authorized, executed and delivered by the Company and FGX Holdings and constitutes a valid and binding obligation of the Company and FGX Holdings, and (b) the Options have been lawfully granted and entitle the Executive upon exercise thereof in accordance with their terms to purchase Ordinary Shares representing as of the date hereof five percent (5%) of the issued and outstanding Ordinary Shares on a fully diluted basis (which for purposes of this representation includes (i) consents to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a); all issued and outstanding Ordinary Shares, (ii) has sufficient knowledge all Ordinary Shares issuable upon exercise of all outstanding options to purchase Ordinary Shares, and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consultedall options authorized for issuance under the Stock Option Plan which have not yet been issued (which together with the outstanding options referenced in clause (ii) of this sentence represent as of the date hereof ten percent (10%) of the issued and outstanding Ordinary Shares on a fully diluted basis). In the event that at any time during the Employment Period which precedes the consummation of an IPO FGX Holdings shall propose to issue any Ordinary Shares to Berggruen Holdings and/or one or more affiliates of Berggruen Holdings in return for an additional cash investment in FGX Holdings, FGX Holdings shall provide Executive with ten days prior written notice of such proposed issuance (which notice shall set forth the number of Ordinary Shares proposed to be issued and the cash consideration proposed to be paid therefore) and the Executive shall have the right by delivery of written notice to FGX Holdings and Berggruen Holdings during such ten day period to purchase up to five percent (5%) of the number of Ordinary Shares proposed to be issued thereby at the same purchase price as is proposed to be paid by Berggruen Holdings; provided, however, that the Executive shall as a condition to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning issuance of such Ordinary Shares enter into the Member’s acquisition Shareholders Agreement required to be entered into by him as a condition to the exercise of any Options under the terms of the ARMEAU Shares Stock Option Plan 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested Stock Option Agreements and all such public information is sufficient for the Member Ordinary Shares shall be subject to evaluate the risks all of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions set forth in such Shareholders Agreement. The parties agree that the Options granted to Executive and the anti-dilution provision hereof are a material inducement to Executive’s acceptance of employment with the Company. Any breach by the Company or FGX Holdings of any of its covenants with respect to the Options or with respect to the anti-dilution provisions hereof shall be deemed a breach of the issuance representation and warranties of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in Company hereunder entitling Executive to terminate this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands for Good Reason and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 ARMEAU that has been supplied entitling Executive to the Member and that any representation to the contrary is a criminal offense; and (xiii) acknowledges that the representations, warranties and agreements made payments on termination as contemplated by the Member herein shall survive the execution and delivery of this Agreement and the acquisition of the ARMEAU SharesSection 7 hereof.

Additional Representations, Warranties and Covenants. The Member With respect to each of the Eligible Accounts, Borrower represents, warrants and covenants unto Lender that: (iA) consents they are and shall be genuine, in all respects what they purport to the placement of be and are not evidenced by a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a)judgment; (iiB) has sufficient knowledge and experience they represent undisputed, bona fide transactions completed in finance, securities, investments and other business matters to be able to protect his interests in connection accordance with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of provisions contained in the issuance of the ARMEAU Sharesinvoices and other documents delivered to Lender with respect thereto; (viiiC) is not relying the amounts thereof, which may be shown on any representations Borrowing Base Certificate or invoices and warranties concerning ARMEAU made by ARMEAU or statements delivered to Lender with respect thereto, are and shall be actually and absolutely owing to Borrower and are not contingent for any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reportsreason; (ixD) no payments have been or shall be made thereon except payments immediately delivered to Lender pursuant to this Loan Agreement and the Other Agreements; (E) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made and will not sell make any agreement with any Account Debtor for any deduction therefrom, except regular rebates and discounts for prompt payment allowed by Borrower in the ordinary course of its business; (F) there are no facts, events or otherwise transfer occurrences which in any way impair the ARMEAU Sharesvalidity or enforcement thereof or tend to reduce the amount payable thereunder; (G) to Borrower’s knowledge, unless either all Account Debtors have the capacity to contract and are solvent; (AH) the transfer services furnished or Goods sold giving rise thereto are not subject to any Lien or claim, except the first position priority security interest and Lien of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is availableLender; (xI) understands and acknowledges that ARMEAU is under Borrower has no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 knowledge of any information concerning ARMEAU that has been supplied to fact or circumstance which would impair the Member and that any representation to the contrary is a criminal offensevalidity or collectibility thereof; and (xiiiJ) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution and delivery of this Agreement and the acquisition of the ARMEAU Sharesthere are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition.

Additional Representations, Warranties and Covenants. The Member (i) consents In addition to the placement continuing representations and warranties heretofore or hereafter made by Borrower to Agent and Lenders pursuant to the Loan Agreement and the other Financing Agreements, Borrower hereby represents, warrants and covenants with, to and in favor of Agent and Lenders as follows (which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof and shall be incorporated into and made a legend on part of the Financing Agreements): 4.1 This Amendment has been duly authorized, executed and delivered by all necessary action of Borrower, and is in full force and effect, and the agreements and obligations of Borrower contained herein constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with its terms. 4.2 To the best knowledge of Borrower, no court of competent jurisdiction has issued any certificate injunction, restraining order or other document evidencing order which prohibits consummation of the Member’s ARMEAU Shares substantially in issuance of the form set forth in Section 3.8(a); (ii) Additional $50,000,000 Notes and the transactions related to the other First Supplement Noteholder Agreements and no governmental or other action or proceeding has sufficient knowledge been threatened or commenced, seeking any injunction, restraining order or other order which seeks to avoid or otherwise modify the issuance of the Additional $50,000,000 Notes or any of the other First Supplement Noteholder Agreements and experience in financethe transactions related thereto. 4.3 Neither the execution and delivery of the Additional $50,000,000 Notes or any of the other First Supplement Noteholder Agreements, securities, investments and other business matters to be able to protect his interests in connection with nor the consummation of the transactions contemplated by this Agreement; (iii) has consultedthe Noteholder Agreements, nor compliance with the provisions thereof, shall result in the creation nor imposition of any lien, charge or incumbrance upon any of the Collateral. 4.4 On or before the Closing Date, the Additional $50,000,000 Notes shall have been duly authorized, issued and delivered by Borrower pursuant to the extent that he has deemed necessaryNote Indenture as amended by First Supplement Indenture and the other First Supplement Noteholder Agreements, and the transactions contemplated thereunder shall have been performed in accordance with his taxtheir terms by the respective parties thereto in all respects, legalincluding the fulfillment (not merely the waiver) of all conditions precedent set forth therein. 4.5 On or before the Closing Date, accounting all actions and financial advisors concerning proceedings required by the Member’s acquisition of Additional $50,000,000 Notes and the ARMEAU Shares and can afford to bear such risks for an indefinite period of timeother Supplement No.1 Noteholder Agreements, applicable law or regulations, including, without limitation, the risk of losing its entire investment in the ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has all Securities Laws, shall have been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU taken, and the terms and conditions of the issuance of the ARMEAU Shares; transaction required thereunder shall have been (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered be when required to under the Securities Act; Supplement No. 1 Noteholder Agreements or (Bapplicable law) an exemption from registration of the ARMEAU Shares is available; (x) understands duly and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents validly taken and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 ARMEAU that has been supplied to the Member and that any representation to the contrary is a criminal offense; and (xiii) acknowledges that the representations, warranties and agreements made by the Member herein shall survive consummated. 4.6 Neither the execution and delivery of this Agreement and the acquisition Senior Secured Notes or any of the ARMEAU Sharesother Noteholder Agreements nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof (a) has violated or will violate any of the Securities Laws or any other law or regulation or any order or decree of any court or governmental instrumentality in any respect, or (b) does or shall conflict with or result in the breach of, or constitute a default in any respect under, any indenture, mortgage, deed of trust, security agreement, agreement or instrument to which Borrower is a party or may be bound, or (c) violate any provision of the Certificate of Incorporation or By-Laws of Borrower. 4.7 No Default or Event of Default exists or has occurred that is continuing on the date hereof.

Additional Representations, Warranties and Covenants. The Member of the ----------------------------------------------------------- Selling Shareholders. -------------------- (a) Each of the Selling Shareholders severally represents and warrants to, and agrees with, the several Underwriters that: (i) consents Such Selling Shareholder has good and valid title to the placement Common Shares proposed to be sold by such Selling Shareholder hereunder and the full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver such Common Shares hereunder, free and clear of a legend on any certificate all liens, claims, equities or other document evidencing encumbrances of any kind or character; and upon delivery of and payment for such Common Shares hereunder, the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a); Underwriters will acquire good and valid title thereto, free and clear of all liens, claims, equities or other encumbrances of any kind or character. (ii) Such Selling Shareholder has sufficient knowledge executed and experience delivered a Power of Attorney and a Custody Agreement (hereinafter collectively referred to as the "Shareholders' Agreement") and in financeconnection herewith such Selling Shareholder further represents, securitieswarrants and agrees that such Selling Shareholder has deposited in custody, investments and other business matters under the Shareholders' Agreement, with the agent named therein (the "Agent") as custodian, certificates in negotiable form for the Common Shares to be able sold hereunder by such Selling Shareholder for the purpose of further delivery pursuant to protect his interests in connection this Agreement. Such Selling Shareholder agrees that the Common Shares to be sold by such Selling Shareholder on deposit with the transactions contemplated by this Agreement; (iii) has consulted, Agent are subject to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition interests of the ARMEAU Company and the Underwriters, that the arrangements made for such custody are in that extent irrevocable, and that the obligations of such Selling Shareholder hereunder shall not be terminated, except as provided in this Agreement or in the Shareholders' Agreement, by any act of such Selling Shareholder, by operation of law, by the death or incapacity of such Selling Shareholder or by the occurrence of any other event. If the Selling Shareholder should die, become -7- incapacitated, or if any other event should occur before the delivery of the Common Shares and can afford to bear such risks for an indefinite period of time, including, without limitationhereunder, the risk of losing its entire investment certificates and documents evidencing Common Shares then on deposit with the Agent shall be delivered by the Agent in the ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement accordance with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the SEC Reports; (ix) will not sell Agent shall have received notice thereof. This Agreement and the Shareholders' Agreement have been duly executed and delivered by or otherwise transfer on behalf of such Selling Shareholder and the ARMEAU Shares, unless either (A) the transfer form of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 ARMEAU that such Shareholders' Agreement has been supplied delivered to the Member and that any representation to the contrary is a criminal offense; and you. (xiiiiii) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution and delivery The performance of this Agreement and the acquisition Shareholders' Agreement and the consummation of the ARMEAU transactions contemplated hereby and by the Shareholders' Agreement will not result in a breach or violation by such Selling Shareholder of any of the terms or provisions of, or constitute a default by, such Selling Shareholder under any indenture, mortgage, deed of trust, trust (constructive or other), loan agreement, lease, franchise, license or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder or any of his properties is bound, or any statute, judgment, decree, order, rule or regulation of any court or governmental agency or body applicable to such Selling Shareholder or any of his properties. (iv) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to, or which has constituted or which might reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Shares. (v) Each Preliminary Prospectus and the Prospectus, respectively, has conformed or conform, as the case may be, in all material respects to the requirements of the Act and the Rules and Regulations and has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; and neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (vi) The representations and warranties of the Company set forth in Section 2 above are true and correct in all material respects. (b) Each of the Selling Shareholders agrees with the Company and the Underwriters not to offer to sell, sell or contract to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for any shares of Common Stock for a period of 180 days from the date of the Prospectus without the prior written consent of either ▇▇▇▇▇▇▇▇▇▇ Securities or the Underwriters acting jointly (the giving or withholding of such consent being in the sole discretion of ▇▇▇▇▇▇▇▇▇▇ Securities, or the Underwriters acting jointly, as the case may be).

Additional Representations, Warranties and Covenants. The Member (i) consents Borrowers represent and warrant to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a); (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection covenant with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either Lender that: (A) the transfer of Inventory shall be kept only at the ARMEAU Shares is registered under the Securities Actlocations specified on Schedule 4.4; or (B) an exemption from registration Borrowers now keep and hereafter at all times shall keep correct and accurate records itemizing and describing the age, kind, type and quantity of the ARMEAU Shares is Inventory and Borrowers’ stated actual cost therefor, together with withdrawals therefrom and additions thereto for each month, all of which records shall be available, upon demand, to any of Lender’ s officers, employees or agents for inspection and copying thereof; (xC) understands all Inventory is now and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Acthereafter at all times shall be of good and merchantable quality, free from defects; (xiD) represents any of Lender’s officers, employees or agents shall, now and warrants that at any time or times hereafter, have the address furnished right, upon demand, to ARMEAU is inspect and examine the principal residence of Inventory and to check and test the Member; (xii) understands same as to quality, quantity, value and acknowledges that the ARMEAU 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 ARMEAU that has been supplied to the Member and that any representation to the contrary is a criminal offensecondition; and (xiiiE) acknowledges that all Eligible Inventory set forth on the representationsBorrowing Base Certificate (1) consists of (i) raw materials, warranties (ii) work-in-process, (iii) finished goods, or (iv) packaging materials; (2) is not more than three hundred sixty-five (365) days old; (3) is not consigned to any Person; (4) does not violate the negative covenants and agreements made similar provisions of this Section 6 and does satisfy the positive covenants, and similar provisions of this Section 6; (5) is subject to Lender’s first position priority preferred security interest and lien; and (7) is located at one of the locations specified on Schedule 4.4, and, if located at a warehouse, other storage facility or leased facility, Lender has (i) received an original executed Warehouse Agreement or Landlord Agreement in form and substance acceptable to Lender, (ii) filed its Uniform Commercial Code financing statements in accordance with applicable law with regard to the respective location of each such warehouse, other storage facility or leased facility, and (iii) as evidenced by then currently dated Uniform Commercial Code judgment and lien searches satisfactory to Lender, there are no security interests or liens in and to the Collateral located at such warehouse, other storage facility or leased facility, other than Lender’s first position priority security interest and lien. All costs, fees and expenses incurred by Lender in connection with this Section 6, or which Lender becomes obligated to pay, shall be part of the Liabilities, secured by the Member herein shall survive the execution Collateral and delivery of this Agreement and the acquisition of the ARMEAU Sharespayable by Borrowers to Lender on demand.”

Additional Representations, Warranties and Covenants. The Member (i) consents Borrowers represent and warrant to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a); (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection covenant with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either Lender that: (A) the transfer of Inventory shall be kept only at the ARMEAU Shares is registered under the Securities Actlocations specified on Schedule 4.4; or (B) an exemption from registration Borrowers now keep and hereafter at all times shall keep correct and accurate records itemizing and describing the age, kind, type and quantity of the ARMEAU Shares is Inventory and Borrowers’ stated actual cost therefor, together with withdrawals therefrom and additions thereto for each month, all of which records shall be available, upon demand, to any of Lender’s officers, employees or agents for inspection and copying thereof; (xC) understands all Inventory is now and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Acthereafter at all times shall be of good and merchantable quality, free from defects; (xiD) represents any of Lender’s officers, employees or agents shall, now and warrants that at any time or times hereafter, have the address furnished right, upon demand, to ARMEAU is inspect and examine the principal residence of Inventory and to check and test the Member; (xii) understands same as to quality, quantity, value and acknowledges that the ARMEAU 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 ARMEAU that has been supplied to the Member and that any representation to the contrary is a criminal offensecondition; and (xiiiE) acknowledges that all Eligible Inventory set forth on the representationsBorrowing Base Certificate (1) consists of (i) raw materials, warranties (ii) work-in-process, (iii) finished goods, or (iv) packaging materials; (2) is not more than three hundred sixty-five (365) days old; (3) is not consigned to any Person; (4) does not violate the negative covenants and agreements made similar provisions of this Section 6 and does satisfy the positive covenants, and similar provisions of this Section 6; (5) is subject to Lender’s first position priority preferred security interest and lien; and (7) except as otherwise permitted in Section 6.1 above, is located at one of the locations specified on Schedule 4.4, and, if located at a warehouse, other storage facility or leased facility, Lender has (i) received an original executed Warehouse Agreement or Landlord Agreement in form and substance acceptable to Lender, (ii) filed its Uniform Commercial Code financing statements in accordance with applicable law with regard to the respective location of each such warehouse, other storage facility or leased facility, and (iii) as evidenced by then currently dated Uniform Commercial Code judgment and lien searches satisfactory to Lender, there are no security interests or liens in and to the Collateral located at such warehouse, other storage facility or leased facility, other than Lender’s first position priority security interest and lien. All costs, fees and expenses incurred by Lender in connection with this Section 6, or which Lender becomes obligated to pay, shall be part of the Liabilities, secured by the Member herein shall survive the execution Collateral and delivery of this Agreement and the acquisition of the ARMEAU Sharespayable by Borrowers to Lender on demand.”

Additional Representations, Warranties and Covenants. The Member Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of a request for a Revolving Credit Advance and made as of the time of each Revolving Credit Advance made hereunder), and covenants that: (a) Borrower is a corporation duly organized and validly existing under the laws of the State of Delaware and duly qualified and in good standing in every other state or jurisdiction in which the nature of Borrower's business requires such qualification; (b) the execution, delivery and performance of this Agreement and the Ancillary Agreements (i) consents have been duly authorized, (ii) are not in contravention of Borrower's certificate of incorporation, by-laws or of any indenture, agreement or undertaking to which Borrower is a party or by which borrower is bound and (iii) are within Borrower's corporate powers; (c) this Agreement and the placement Ancillary Agreements executed and delivered by Borrower are Borrower's legal, valid and binding obligations, enforceable in accordance with their terms; (d) it keeps and will continue to keep all of a legend on any certificate or other document evidencing its books and records concerning the Member’s ARMEAU Shares substantially in Collateral at Borrower's executive offices located at the form address set forth in Section 3.8(a); the introductory paragraph of this Agreement and will not move such books and records without giving Lender at least thirty (30) days prior written notice; (i) the operation of Borrower's business is and will continue to be in compliance in all material respects with all applicable federal, state and local laws, including but not limited to all applicable environmental laws and regulations. (ii) has sufficient knowledge In the event the Borrower obtains, gives or receives notice of any release or threat of release of a reportable quantity of any Hazardous Substances on its property (any such event being hereinafter referred to as a "Hazardous Discharge") or receives any notice of violation, request for information or notification that it is potentially responsible for investigation or cleanup of environmental conditions on its property, demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of any environmental laws affecting its property or Borrower's interest therein (any of the foregoing is referred to herein as an "Environmental Complaint") from any Person or entity, including any state agency responsible in whole or in part for environmental matters in the state in which such property is located or the United States Environmental Protection Agency (any such person or entity hereinafter the "Authority"), then the Borrower shall, within five (5) Business Days, give written notice of same to the Lender detailing facts and experience in finance, securities, investments circumstances of which the Borrower is aware giving rise to the Hazardous Discharge or Environmental Complaint and other business matters periodically inform Lender of the status of the matter. Such information is to be able provided to allow the Lender to protect his interests its security interest in the Collateral and is not intended to create nor shall it create any obligation upon the Lender with respect thereto. (iii) Borrower shall respond promptly to any Hazardous Discharge or Environmental Complaint and take all necessary action in order to safeguard the health of any Person and to avoid subjecting the Collateral to any lien, charge, claim or encumbrance. If Borrower shall fail to respond promptly to any Hazardous Discharge or Environmental Complaint or Borrower shall fail to comply with any of the requirements of any environmental laws, the Lender may, but without the obligation do so, for the sole purpose of protecting the Lender's interest in Collateral: (A) give such notices or (B) enter onto Borrower's property (or authorize third parties to enter onto such property) and take such actions as the Lender (or such third parties as directed by the Lender) deem reasonably necessary or advisable, to clean up, remove, mitigate or otherwise deal with any such Hazardous Discharge or Environmental Complaint. All reasonable costs and expenses incurred by the Lender (or such third parties) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the transactions contemplated date expended at the Default Rate for Revolving Credit Advances shall be paid upon demand by this Agreement; (iii) has consultedthe Borrower, and until paid shall be added to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition become a part of the ARMEAU Shares obligations secured by the Liens created by the terms of this Agreement or any other agreement between Lender and can afford to bear such risks for an indefinite period Borrower. (iv) Borrower shall defend and indemnify the Lender and hold the Lender harmless from and against all loss, liability, damage and expense, claims, costs, fines and penalties, including reasonable attorney's fees, suffered or incurred by the Lender under or on account of timeany environmental laws, including, without limitation, the risk assertion of losing any lien thereunder, with respect to any Hazardous Discharge by Borrower or on its entire investment in property, the ARMEAU Shares; (iv) has had access presence of any Hazardous Substances affecting Borrower's property, whether or not the same originates or emerges from Borrower's property or any contiguous real estate, including any loss of value of the Collateral as a result of the foregoing except to the SEC Reports; (vi) has been furnished during extent such loss, liability, damage and expense is attributable to any Hazardous Discharge resulting from actions on the course part of the transactions contemplated by Lender. The Borrower's obligations under this Agreement paragraph 12(e) shall arise upon the discovery of the presence of any Hazardous Substances on the Borrower's property, whether or not any federal, state, or local' environmental agency has taken or threatened any action in connection with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks presence of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU any hazardous substances. The Borrower's obligation and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 ARMEAU that has been supplied to the Member and that any representation to the contrary is a criminal offense; and (xiii) acknowledges that the representations, warranties and agreements made by the Member herein indemnifications hereunder shall survive the execution and delivery termination of this Agreement and the acquisition Agreement. (v) For purposes of the ARMEAU Shares.Paragraph 12

Additional Representations, Warranties and Covenants. The Member (i) consents to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a); (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) 8.1 Each party hereby represents and warrants to the other that: (a) it is a corporation in good standing under the laws of its state of incorporation; (b) it has full corporate power to enter into this Agreement and to grant to the other party the rights so granted hereunder; and (c) it has obtained all necessary corporate approvals to enter into, execute, and perform its obligations under this Agreement. 8.2 PDEX warrants and represents that for a period of one year after the address furnished to ARMEAU is the principal residence delivery of the Member; Products to the end user, the Products shall be free from defects in materials and workmanship and shall be manufactured in accordance with the Specifications, GMP, quality systems regulations (xiiQSR) understands and acknowledges applicable foreign regulatory authority requirements (e.g., ISO 9000) customary in the industry (the “Warranty”). In the event of a claimed defect in material or workmanship, PDEX wi11 have the right to inspect the Products at PDEX’s facility. If the Products are found not to comply with the Warranty, PDEX will promptly, at its election, either rework or replace the Products, or refund the purchase price. PDEX also warrants that any intellectual property or Base Technology owned by PDEX which is incorporated or utilized in the ARMEAU Shares have not been recommended by any federal or state securities commission or regulatory authoritymanufacture of the Products is merchantable and fit for sale as a Product. EXCEPT FOR THE WARRANTY SET FORTH ABOVE, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning ARMEAU that PDEX MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, ALL OF WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY PDEX, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR USE OR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF OR INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS, EVEN IF THE PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. [***] Confidential treatment has been supplied requested for portions of this exhibit. The copy filed herewith omits the information subject to the Member confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and that any representation Exchange Commission. Notwithstanding anything to the contrary in this Agreement, liability under this Agreement is a criminal offense; and (xiii) acknowledges that limited to the representations, warranties and agreements made aggregate consideration received by the Member herein shall survive the execution and delivery of PDEX under this Agreement and the acquisition of the ARMEAU SharesDevelopment Agreement.

Additional Representations, Warranties and Covenants. The Member Each Borrower represents and warrants (each of which such representations and warranties shall be deemed repeated upon the making of a request for a Revolving Credit Advance and made as of the time of each Revolving Credit Advance made hereunder), and covenants that: (a) Each Borrower is a corporation duly organized and validly existing under the laws of the State of its incorporation and duly qualified and in good standing in every other state or jurisdiction in which the nature of such Borrower's business requires such qualification; (b) the execution, delivery and performance of this Agreement and the Ancillary Agreements (i) consents have been duly authorized, (ii) are not in contravention of any of Borrower's certificates of incorporation, by-laws or of any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower is bound and (iii) are within each Borrower's corporate powers; (c) this Agreement and the placement Ancillary Agreements executed and delivered by each Borrower are each Borrower's legal, valid and binding obligations, enforceable in accordance with their terms; (d) it keeps and will continue to keep all of a legend on any certificate or other document evidencing its books and records concerning the Member’s ARMEAU Shares substantially in Collateral at Borrowers' executive offices located at the form address set forth in Section 3.8(a); the introductory paragraph of this Agreement and will not move such books and records without giving Lender at least thirty (30) days prior written notice; (i) the operation of each Borrower's business is and will continue to be in compliance in all material respects with all applicable federal, state and local laws, including but not limited to all applicable environmental laws and regulations; (ii) has sufficient knowledge Borrowers will establish and experience maintain a system to assure and monitor continued compliance with all applicable environmental laws, which system shall include periodic reviews of such compliance. (iii) In the event any Borrower obtains, gives or receives notice of any release or threat of release of a reportable quantity of any Hazardous Substances on its property (any such event being hereinafter referred to as a "Hazardous Discharge") or receives any notice of violation, request for information or notification that it is potentially responsible for investigation or cleanup of environmental conditions on its property, demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of any environmental laws affecting its property or any Borrower's interest therein (any of the foregoing is referred to herein as an "Environmental Complaint") from any Person or entity, including any state agency responsible in financewhole or in part for environmental matters in the state in which such property is located or the United States Environmental Protection Agency (any such person or entity hereinafter the "Authority"), securitiesthen such Borrower shall, investments within five (5) Business Days, give written notice of same to the Lender detailing facts and other business matters circumstances of which such Borrower is aware giving rise to the Hazardous Discharge or Environmental Complaint and periodically inform Lender of the status of the matter. Such information is to be able provided to allow the Lender to protect his interests its security interest in the Collateral and is not intended to create nor shall it create any obligation upon the Lender with respect thereto. (iv) Borrowers shall respond promptly to any Hazardous Discharge or Environmental Complaint and take all necessary action in order to safeguard the health of any Person and to avoid subjecting the Collateral to any lien, charge, claim or encumbrance. If any Borrower shall fail to respond promptly to any Hazardous Discharge or Environmental Complaint or any Borrower shall fail to comply with any of the requirements of any environmental laws, the Lender may, but without the obligation to do so, for the sole purpose of protecting the Lender's interest in Collateral: (A) give such notices or (B) enter onto Borrowers' property (or authorize third parties to enter onto such property) and take such actions as the Lender (or such third parties as directed by the Lender) deem reasonably necessary or advisable, to clean up, remove, mitigate or otherwise deal with any such Hazardous Discharge or Environmental Complaint. All reasonable costs and expenses incurred by the Lender (or such third parties) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the transactions contemplated date expended at the Default Rate for Revolving Credit Advances shall be paid upon demand by this Agreement; (iii) has consultedBorrowers, and until paid shall be added to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition become a part of the ARMEAU Shares Obligations secured by the Liens created by the terms of this Agreement or any other agreement between Lender and can afford to bear such risks for an indefinite period Borrower. (v) Borrowers shall defend and indemnify the Lender and hold the Lender harmless from and against all loss, liability, damage and expense, claims, costs, fines and penalties, including attorney's fees, suffered or incurred by the Lender under or on account of timeany environmental laws, including, without limitation, the risk assertion of losing any lien thereunder, with respect to any Hazardous Discharge, the presence of any hazardous substances affecting Borrowers' property, whether or not the same originates or emerges from Borrowers' property or any contiguous real estate, including any loss of value of the Collateral as a result of the foregoing except to the extent such loss, liability, damage and expense is attributable to any Hazardous Discharge resulting from actions on the part of the Lender. Borrowers' obligations under this paragraph 12(e) shall arise upon the discovery of the presence of any Hazardous Substances on Borrowers' property, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any hazardous substances. Borrowers' obligation and the indemnifications hereunder shall survive the termination of this Agreement. (vi) For purposes of paragraph 12(e) all references to Borrowers' property shall be deemed to include all of Borrowers' right, title and interest in and to all owned and/or leased premises. (f) (x) based upon the Employee Retirement Income Security Act of 1974 ("ERISA"), and the regulations and published interpretations thereunder: (i) no Borrower has engaged in any Prohibited Transactions as defined in paragraph 406 of ERISA and paragraph 4975 of the Internal Revenue Code, as amended; (ii) each Borrower has met all applicable minimum funding requirements under paragraph 302 of ERISA in respect of its entire investment in plans; (iii) no Borrower has knowledge of any event or occurrence which would cause the ARMEAU SharesPension Benefit Guaranty Corporation to institute proceedings under Title IV of ERISA to terminate any Plan; (iv) no Borrower has had access fiduciary responsibility for investments with respect to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient any Plan existing for the Member benefit of persons other than Borrower's employees; and (v) no Borrower has withdrawn, completely or partially, from any multi-employer pension plan so as to evaluate incur liability under the risks Multiemployer Pension Plan Amendments Act of acquiring the ARMEAU Shares1980; and (viiy) has been afforded the opportunity Borrower does not maintain or contribute to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, Plan other than those contained listed on SCHEDULE 12(F); (g) it is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in this Agreement which it is about to engage and the fair saleable value of its assets (calculated on a going concern basis) is in excess of the amount of its liabilities; (h) there is no pending or threatened litigation, actions or proceeding which involve the possibility of materially and adversely affecting Borrowers' business, assets, operations, condition or prospects, financial or otherwise, or the SEC Reports; Collateral or the ability of Borrowers to perform this Agreement; (ixi) will not sell or otherwise transfer all balance sheets and income statements which have been delivered to Lender fairly, accurately and properly state the ARMEAU Shares, unless either (A) the transfer financial condition of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration Borrowers on a basis consistent with that of the ARMEAU Shares is available; (x) understands previous financial statements and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 ARMEAU that there has been supplied no material adverse change in the financial condition of Borrowers as reflected in such statements since the date thereof and such statements do not fail to the Member disclose any fact or facts which might materially and that any representation to the contrary is a criminal offense; and (xiii) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution and delivery of this Agreement and the acquisition of the ARMEAU Shares.adversely affect Borrowers' financial condition;

Additional Representations, Warranties and Covenants. The Member (i) consents Each Borrower, jointly and severally, represents, warrants and covenants with and to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a); (ii) has sufficient knowledge Agent and experience in financeLenders as follows, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 ARMEAU that has been supplied to the Member and that any representation to the contrary is a criminal offense; and (xiii) acknowledges that the which representations, warranties and agreements made by the Member herein covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Loan Documents, being a continuing condition of the making of Loans by Lenders to Borrowers: (a) Borrowers and Guarantors shall not, directly or indirectly, amend, modify, alter or change the terms of any of the Reclamation Claim Documents, the GOB Sale Documents, the Retail Store Sale Documents and the Pharmacy Scripts Sale Documents, or enter into any Reclamation Claim Documents, GOB Sale Documents, Retail Store Sale Documents or Pharmacy Scripts Sale Documents not in effect as of the date hereof without in each case the prior written consent of the Agent; (b) Borrowers and Guarantors shall furnish to Agent all notices or demands in connection with the Reclamation Claim Documents, the GOB Sale Documents, the Retail Store Sale Documents and the Pharmacy Scripts Sale Documents either received by any Borrower or Guarantor or on its behalf promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf concurrently with the sending thereof, as the case may be; (c) this Amendment and the other agreements, documents and instruments to be executed and/or delivered by any Borrower in connection herewith or related hereto (together with this Amendment, collectively, the “Amendment Documents”) have been duly authorized, executed and delivered by all necessary action on the part of each Borrower which is a party hereto and thereto and, if necessary, its stockholders and the agreements and obligations of Borrowers contained herein and therein constitute legal, valid and binding obligations of each Borrower enforceable against such Borrower in accordance with their respective terms; (d) neither the execution and delivery of this Agreement and Amendment, nor the acquisition consummation of the ARMEAU Sharestransactions herein contemplated, nor compliance with the provisions hereof (i) does or shall conflict with or result in the breach of, or constitute a default in any respect under, any mortgage, deed of trust, security agreement, agreement or instrument to which any Borrower is a party or may be bound, or (ii) shall violate any provision of the Certificate of Incorporation or By-Laws of any Borrower; and (e) as of the date of this Amendment, no Default or Event of Default exists or has occurred.

Additional Representations, Warranties and Covenants. The Member With respect to each of the Accounts, each Borrower represents, warrants and covenants unto the Bank that: (iA) consents they are and shall be genuine, in all respects what they purport to the placement of be and are not evidenced by a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a)judgment; (iiB) has sufficient knowledge and experience they represent undisputed, bona fide transactions completed in finance, securities, investments and other business matters to be able to protect his interests in connection accordance with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions provisions contained in the invoices and other documents delivered to the Bank with respect thereto; (C) the amounts thereof, which may be shown on any Schedule of Accounts or invoices and statements delivered to the Bank with respect thereto, are and shall be actually and absolutely owing to Borrowers and are not contingent for any reason; (D) no payments have been or shall be made thereon except payments immediately delivered to the Bank pursuant to this Loan Agreement and the Other Agreements; (E) except as disclosed to the Bank in writing, there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrowers have not made and will not make any agreement with any Account Debtor for any deduction therefrom, except regular discounts allowed by Borrowers in the ordinary course of their respective businesses for prompt payment; (F) except as disclosed to the Bank, there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (G) to Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (H) the services furnished or Goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest, except the first position priority security interest and lien of the issuance of the ARMEAU SharesBank; (viiiI) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officerexcept as disclosed to the Bank, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under Borrowers have no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 knowledge of any information concerning ARMEAU that has been supplied to fact or circumstance which would impair the Member and that any representation to the contrary is a criminal offensevalidity or collectibility thereof; and (xiiiJ) acknowledges that to Borrower's knowledge, except as disclosed to the representationsBank, warranties and agreements made by the Member herein shall survive the execution and delivery of this Agreement and the acquisition of the ARMEAU Sharesthere are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition.

Additional Representations, Warranties and Covenants. The Member With respect to each of the Eligible Accounts, Borrower represents, warrants and covenants unto Lender that: (iA) consents they are and shall be genuine, in all respects what they purport to the placement of be and are not evidenced by a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a)judgment; (iiB) has sufficient knowledge and experience they represent undisputed, bona fide transactions completed in finance, securities, investments and other business matters to be able to protect his interests in connection accordance with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of provisions contained in the issuance of the ARMEAU Sharesinvoices and other documents delivered to Lender with respect thereto; (viiiC) is not relying the amounts thereof, which may be shown on any representations Borrowing Base Certificate or invoices and warranties concerning ARMEAU made by ARMEAU or statements delivered to Lender with respect thereto, are and shall be actually and absolutely owing to Borrower and are not contingent for any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reportsreason; (ixD) no payments have been or shall be made thereon except payments immediately delivered to Lender pursuant to this Loan Agreement and the Other Agreements; (E) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made and will not sell make any agreement with any Account Debtor for any deduction therefrom, except regular discounts allowed by Borrower in the ordinary course of its business for prompt payment; (F) there are no facts, events or otherwise transfer occurrences which in any way impair the ARMEAU Shares, unless either validity or enforcement thereof or tend to reduce the amount payable thereunder; (AG) all Account Debtors have the capacity to contract and are solvent; (H) the transfer services furnished or Goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest, except the first position priority security interest and lien of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is availableLender; (xI) understands and acknowledges that ARMEAU is under Borrower has no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 knowledge of any information concerning ARMEAU that has been supplied to fact or circumstance which would impair the Member and that any representation to the contrary is a criminal offensevalidity or collectibility thereof; and (xiiiJ) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution and delivery of this Agreement and the acquisition of the ARMEAU Sharesthere are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition.

Additional Representations, Warranties and Covenants. The Member Borrower represents, warrants (each of which such representations and warranties shall be deemed repeated upon the making of a request for a Loan and made as of the time of each Loan made hereunder), and covenants that: (a) Borrower is a corporation duly organized and validly existing under the laws of the State of Delaware and duly qualified and in good standing in every other state or jurisdiction in which the nature of Borrower's business requires such qualification; (b) the execution, delivery and performance of this Agreement and the Ancillary Agreements (i) consents have been duly authorized, (ii) are not in contravention of Borrower's certificate of incorporation, by-laws or of any indenture, agreement or undertaking to which Borrower is a party or by which Borrower is bound and (iii) are within Borrower's corporate powers; (c) this Agreement and the placement Ancillary Agreements executed and delivered by Borrower are Borrower's legal, valid and binding obligations, enforceable in accordance with their terms; (d) it keeps and will continue to keep all of a legend on any certificate or other document evidencing its books and records concerning the Member’s ARMEAU Shares substantially in Collateral at Borrower's executive offices located at the form address set forth in Section 3.8(a); the introductory paragraph of this Agreement and will not move such books and records without giving Lender at least thirty (30) days prior written notice; (i) the operation of Borrower's business is and will continue to be in compliance in all material respects with all applicable federal, state and local laws, including but not limited to all applicable environmental laws and regulations; (ii) has sufficient knowledge Borrower will establish and experience maintain a system to assure and monitor continued compliance with all applicable environmental laws, which system shall include periodic reviews of such compliance; (iii) In the event the Borrower obtains, gives or receives notice of any release or threat of release of a reportable quantity of any hazardous substances on its property (any such event being hereinafter referred to as a "Hazardous Discharge") or receives any notice of violation, request for information or notification that it is potentially responsible for investigation or cleanup of environmental conditions on its property, demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of any environmental laws affecting its property or Borrower's interest therein (any of the foregoing is referred to herein as an "Environmental Complaint") from any Person or entity, including any state agency responsible in financewhole or in part for environmental matters in the state in which such property is located or the United States Environmental Protection Agency (any such person or entity hereinafter the "Authority"), securitiesthen the Borrower shall, investments within seven (7) days, give written notice of same to the Lender detailing facts and other business matters circumstances of which the Borrower is aware giving rise to the Hazardous Discharge or Environmental Complaint and periodically inform Lender of the status of the matter. Such information is to be able provided to allow the Lender to protect his interests its security interest in the Collateral and is not intended to create nor shall it create any obligation upon the Lender with respect thereto; (iv) Borrower shall respond promptly to any Hazardous Discharge or Environmental Complaint and take all necessary action in order to safeguard the health of any Person and to avoid subjecting the Collateral to any lien. If Borrower shall fail to respond promptly to any Hazardous Discharge or Environmental Complaint or Borrower shall fail to comply with any of the requirements of any environmental laws, the Lender may, but without the obligation to do so, for the sole purpose of protecting the Lender's interest in Collateral: (A) give such notices or (B) enter onto Borrower's property (or authorize third parties to enter onto such property) and take such actions as the Lender (or such third parties as directed by the Lender) deems reasonably necessary or advisable, to clean up, remove, mitigate or otherwise deal with any such Hazardous Discharge or Environmental Complaint. All reasonable costs and expenses incurred by the Lender (or such third parties) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the transactions contemplated date expended at the Default Rate for Revolving Credit Advances shall be paid upon demand by this Agreement; (iii) has consultedthe Borrower, and until paid shall be added to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition become a part of the ARMEAU Shares Obligations secured by the liens created by the terms of this Agreement or any other agreement between Lender and can afford to bear such risks for an indefinite period Borrower; (v) Borrower shall defend and indemnify the Lender and hold the Lender harmless from and against all loss, liability, damage and expense, claims, costs, fines and penalties, including attorney's fees, suffered or incurred by the Lender under or on account of timeany environmental laws, including, without limitation, the risk assertion of losing its entire investment in any lien thereunder, with respect to any Hazardous Discharge, the ARMEAU Shares; (iv) has had access presence of any hazardous substances affecting Borrower's property, whether or not the same originates or emerges from Borrower's property or any contiguous real estate, including any loss of value of the Collateral as a result of the foregoing except to the SEC Reports; extent such loss, liability, damage and expense is attributable to any Hazardous Discharge resulting from actions on the part of the Lender. The Borrower's obligations under this paragraph 12(e) shall arise upon the discovery of the presence of any hazardous substances on the Borrower's property, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any hazardous substances. The Borrower's obligation and the indemnifications hereunder shall survive the termination of this Agreement; (vi) has been furnished during the course For purposes of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 ARMEAU that has been supplied to the Member and that any representation to the contrary is a criminal offense; and (xiii) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution and delivery of this Agreement and the acquisition of the ARMEAU Shares.paragraph 12

Additional Representations, Warranties and Covenants. The Member (a) Each Security Party hereby (i) consents to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a); (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants to Prairie that the address furnished to ARMEAU is the principal residence all obligations, liabilities and Indebtedness of each Security Party in respect of the Member; Krane Earnout have been fully paid, performed and satisfied ▇▇ ▇ull and no Security Party has any further payment obligations in respect thereof and (xiiii) understands agrees and acknowledges that Prairie has no further obligation to make any loans or advance any funds to any Security Party. (b) Holdings hereby covenants and agrees to deliver to Prairie, on or before the ARMEAU Shares have sixtieth (60th) day after the date hereof, a copy of the annual audit report of Holdings and its Subsidiaries for the fiscal year ended December 31, 2000, including therein consolidated balance sheets and statements of earnings and cash flows of Holdings and its Subsidiaries as at the end of such fiscal year, certified without qualification by PriceWaterhouseCoopers, together with all other deliveries required by Section 4.1(iii) and (iv) of the Existing Purchase Agreement to the extent not been recommended by any federal or state securities commission or regulatory authority, previously delivered to Prairie. (c) The parties hereto hereby agree that the foregoing authorities have not confirmed the accuracy or determined the adequacy Security Parties may resume payments of any information concerning ARMEAU that has been supplied management fees to HIG, HIG Capital and their respective Affiliates in accordance with, and subject to the Member terms of, Sections 4.5(xxii) and 4.6(vii) of the Existing Purchase Agreement; it being agreed and understood that the Security Parties shall not be permitted to make, and none of HIG, HIG Capital, nor any representation of their respective Affiliates shall be permitted to receive or retain, any payments in respect of accrued management fees that were not paid in cash to HIG, HIG Capital or their respective Affiliates due to the contrary is a criminal offense; operation of such Sections 4.5(xxii) and 4.6(vii) of the Existing Purchase Agreement (xiii) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution and delivery of this Agreement and the acquisition Security Parties hereby represent and warrant to Prairie that no payments of management fees previously were made to HIG, HIG Capital or any of their respective Affiliates in violation of such Sections 4.5(xxii) and 4.6(vii) of the ARMEAU SharesExisting Purchase Agreement).

Additional Representations, Warranties and Covenants. The Member (i) consents to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a); (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) Borrower represents and warrants that and covenants that: (a) Borrower is a limited liability company duly organized and validly existing under the address furnished to ARMEAU is the principal residence laws of the Member; Florida and duly qualified and in good standing in every other state or jurisdiction in which the nature of Borrower’s business requires such qualification; (xiib) understands the execution, delivery and acknowledges that the ARMEAU 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 ARMEAU that has been supplied to the Member and that any representation to the contrary is a criminal offense; and (xiii) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution and delivery performance of this Agreement and the acquisition Ancillary Agreements (i) have been duly authorized, (ii) are not in contravention of Borrower’s articles of organization, operating agreement or any indenture, agreement or undertaking to which Borrower is a party or by which Borrower is bound and (iii) are within Borrower’s corporate powers; (c) this Agreement, the Ancillary Agreements, and the Security Agreements executed and delivered by Borrower are Borrower’s legal, valid and binding obligations, enforceable in accordance with their terms; (d) Borrower keeps and will continue to keep all of its books and records concerning borrower at Borrower’s executive offices located at the address set forth in the introductory paragraph of this Agreement and will not move such books and records without giving Lender at least thirty (30) days prior written notice; (e) the operation of Borrower’s business is and will continue to be in compliance in all material respects with all applicable federal, state and local laws, including but not limited to all applicable environmental laws and regulations. (f) there is no pending or threatened litigation, actions or proceeding which involve the possibility of materially and adversely affecting the Borrower’s business, assets, operations, condition or prospects, financial or otherwise, or the Collateral or the ability of Borrower to perform this Agreement; (g) Borrower will pay or discharge when due all taxes, assessments and governmental charges or levies imposed upon it; (h) Borrower will promptly inform Lender in writing of: (i) the commencement of all proceedings and investigations by or before and/or the receipt of any notices from, any governmental or nongovernmental body and all actions and proceedings in any court or before any arbitrator against or in any way concerning any of Borrower’s properties, assets or business, which might singly or in the aggregate, have a materially adverse effect on Borrower; (ii) any amendment of Borrower’s articles of organization or operating agreement; (iii) any change in Borrower’s business, assets, liabilities, condition (financial or otherwise), results of operations or business prospects which has had or might have a materially adverse effect on Borrower; (iv) any Event of Default; (v) any default or any event which with the passage of time or giving of notice or both would constitute a default under any agreement for the payment of money to which Borrower is a party or by which Borrower or any of Borrower’s properties may be bound which would have a material adverse effect on Borrower’s business, operations, property or condition (financial or otherwise) of the ARMEAU SharesCollateral; (vi) any change in the location of Borrower’s executive offices; and (vii) any change in Borrower’s corporate name; (i) Borrower will not (i) other than in the ordinary course of business, create, incur, assume or suffer to exist any indebtedness whether secured or unsecured other than Borrower’s existing indebtedness as of the date hereof and Borrower’s indebtedness to Lender; (ii) declare, pay or make any distribution to any member or equity interest holder of Borrower or apply any of its funds, property or assets to the purchase, redemption or other retirement of any equity of borrower; (iii) make advances, loans or extensions of credit to any Person subsequent to the date hereof; (v) become either directly or contingently liable upon the obligations of any Person by assumption, endorsement or guaranty thereof or otherwise; (vi) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or equity of any Person or permit any other Person to consolidate with or merge with it; (vii) form any Subsidiary or enter into any partnership, joint venture or similar arrangement; (viii) materially change the nature of the business in which it is presently engaged; (ix) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Lender except as required by GAAP or in the tax reporting treatment or except as required by law; (x) enter into any transaction with any Affiliate other than in the ordinary course of business on arms’ length terms; or (xi) sell, transfer or lease or otherwise dispose of any of its properties or assets, without notifying Lender; (j) Borrower will within thirty days of the Effective Date, execute and file, if necessary, all bills of sale, assignments, financing statements, etc. which may be required by Lender. (k) Borrower shall not commingle the funds from Borrower’s operations with any other entity or Person. (l) Borrower shall at all times be in full compliance and not in default of any obligation of Borrower arising under a Senior Loan, a loan agreement, note, mortgage or other form of indebtedness to any other lender. (m) Borrower hereby ratifies and acknowledges all waivers and consents required of Lender by Borrower in Sections 5, 7, and 10 of the Convertible Note and extends all such waivers and consents through the Maturity Date. Borrower and Lender agree to extend the Maturity Date of the Convertible Note until April 15, 2021.

Additional Representations, Warranties and Covenants. The Member undersigned each hereby: (i) consents to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a); (ii) has sufficient knowledge acknowledge, represent and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent warrant that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 ARMEAU that has been supplied to the Member and that any representation to the contrary is a criminal offense; and (xiii) acknowledges that the representations, warranties and agreements made by the Member herein shall survive neither the execution and delivery of this Agreement nor the performance of any actions required hereunder is being consummated by the Pledged Entity with or as a result of any actual intent to hinder, delay or defraud any entity to which Pledged Entity is now or will hereafter become indebted; (ii) represent that the Pledged Entity does not have any intent (i) to file any voluntary petition in bankruptcy under any chapter of the Bankruptcy Code or in any manner to seek relief, protection, reorganization, liquidation, dissolution or similar relief for debtors under any local, state, federal or other insolvency laws or laws providing for relief of debtors, or in equity, or directly or indirectly to cause Pledgor or Pledged Entity to file any such petition or to seek any such relief, either at the present time, or at any time hereafter, or (ii) directly or indirectly to cause any involuntary petition under any chapter of the Bankruptcy Code to be filed against the Pledged Entity or directly or indirectly to cause the Pledged Entity to become the subject of any dissolution, liquidation or insolvency proceeding or any other proceeding pursuant to any local, state, federal or other insolvency laws or laws providing for relief of debtors, or in equity, either at the present time or at any time hereafter; (iii) acknowledge and agree that (i) the agreements and transactions evidenced by this Agreement and Pledge Agreement are in the best interests of Pledgor and Pledged Entity and the acquisition creditors of such Persons, and (ii) the benefit to inure to such Persons pursuant to this Agreement and the Pledge Agreement constitute “reasonably equivalent value” (as such term is used in Section 548 of the ARMEAU SharesBankruptcy Code) and fair consideration, in exchange for the benefits to be provided by such Persons to Lender pursuant to this Agreement and the Pledge Agreement; (iv) acknowledge and agree that: (i) any voluntary bankruptcy petition filed by Pledgor or Pledged Entity or any involuntary bankruptcy petition caused to be filed by Pledgor, the Pledged Entity or any affiliate thereof against Pledged Entity or Pledgor (any such bankruptcy filing being hereinafter referred to as a “Bad Faith Filing”), or any other action by the Pledged Entity or such Persons or any of them to attempt in any manner to hinder, delay, impede, stay, void, rescind or nullify any lawful action taken by Lender to exercise its rights and remedies under this Agreement or Pledge Agreement, or at law or in equity, from and after the date hereof, or pursuant to any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar proceedings, would be in bad faith and contrary to the purposes of the bankruptcy laws, would be for the sole purpose of delaying, inhibiting or interfering with the exercise by Lender of its rights and remedies under this Agreement and the Pledge Agreement and would, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code; and (ii) in the event of any Bad Faith Filing by or against Pledgor, the Pledged Entity or their respective successors, successors-in-interest or assigns, Lender shall be entitled to obtain upon application therefor, and without further notice or action of any kind or nature whatsoever, an order prohibiting the use of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan and an order granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of its rights and remedies pursuant to this Agreement and the Pledge Agreement; (v) covenant not to directly or indirectly oppose or otherwise defend against Lender’s effort to obtain relief from the stay pursuant to subparagraph (iv) above, and covenant and agree that Lender shall be entitled to the lifting of the stay pursuant to subparagraph (iv) above without the necessity of an evidentiary hearing and without the necessity or requirement that Lender establish or prove the value of the Collateral, the lack of adequate protection of Lender’s interest in the Collateral, the lack of any reasonable prospect of reorganization with respect to the Pledged Entity or the Collateral or Pledgor’s lack of equity in the Collateral; (vi) agree that the waiver by Pledgor of the Section 362 automatic stay contained in the Bankruptcy Code pursuant to the subparagraphs above and the waiver of the Section 362 automatic and Section 105 supplemental stay contained in the Bankruptcy Code pursuant to subparagraph (s) below shall be unconditional and absolute, and agree never to directly or indirectly maintain before any court that such waiver of the automatic stay and supplemental stay should not be strictly enforced; (vii) represent, covenant and agree, in the event of the filing of any voluntary or involuntary petition in bankruptcy by or against Pledgor or the Pledged Entity, not to assert or request any other Person to assert that the automatic stay provided by Section 362 of the Bankruptcy Code shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights it has by virtue of this Agreement or the Pledge Agreement or any other rights Lender has under the Loan Documents, whether now or hereafter acquired, against Pledged Entity pursuant to this Agreement or against Pledgor or any Collateral; and further, in the event of the filing of any voluntary or involuntary petition in bankruptcy by or against Pledgor or Pledged Entity, not to seek a supplemental stay or any other relief, whether injunctive or otherwise, pursuant to Section 105 of the Bankruptcy Code or any other provision of the Bankruptcy Code, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights it has by virtue of this Acknowledgment or the Loan Documents, or at law or in equity, or any other rights Lender has, whether now or hereafter acquired, against Pledged Entity pursuant to this Agreement or against Pledgor, Pledged Entity or any Collateral; (viii) agree that (i) upon the occurrence and during the continuance of any Event of Default, all rights of Pledgor to exercise its voting rights in Pledged Entity shall automatically terminate and cease to exist and all such rights shall thereupon be automatically vested in Lender who shall thereupon have the sole and exclusive right to exercise such voting rights, and (ii) upon the commencement of one or more Bankruptcy Actions, not to propose, approve, vote for or acquiesce in a plan of reorganization concerning Pledgor or Pledged Entity, without the consent of Lender, or challenge or object on any basis whatsoever to the standing of Lender to be recognized as a creditor and/or party-in-interest in the Bankruptcy Actions or directly or indirectly participate in the violation or breach of any of the covenants or agreements contained in any of the Loan Documents; (ix) covenant and agree that it shall not take any action of any kind or nature whatsoever, either directly or indirectly, to oppose, impede, obstruct, hinder, frustrate, enjoin or otherwise interfere with the exercise by Lender of any of Lender’s rights and remedies against or with respect to the Loan, the Collateral or any of the other Loan Documents, including specifically, but without limitation, those rights and remedies contained in the Loan Agreement and/or the Pledge Agreement, at law or in equity, and shall not, either directly or indirectly, cause any other Person to take any of the foregoing actions; (x) covenant and agree to cooperate fully and completely with the exercise by Lender of any of Lender’s rights and remedies against or with respect to the Collateral or any of the Loan Documents, including specifically, but without limitation, those rights and remedies contained in the Loan Agreement and/or the Pledge Agreement and upon the occurrence and during the continuance of an Event of Default agree to follow the instructions of Lender with respect to the Collateral without the consent of the Pledgor or any other Person; (xi) covenant and agree that it shall not issue any additional limited liability company interests, stock interests or securities without the prior written consent of Lender; (xii) covenant and agree that, for so long as the Loan is outstanding, the Pledged Interests cannot be transferred without Lender’s consent; and (xiii) give its consent to the foregoing matters in accordance with the Governing Documents and acknowledge and agree that Lender or any other purchaser of the Collateral at a foreclosure sale or subsequent conveyance thereof may hereafter become the sole member of Pledged Entity in accordance with the terms of the Pledge Agreement.

Additional Representations, Warranties and Covenants. The Member (i) consents to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU SBES Shares substantially in the form set forth in Section 3.8(aSECTION 3.8(A); (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s its acquisition of the ARMEAU SBES 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 ARMEAU SBES Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU SBES that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU SBES Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU SBES and the terms and conditions of the issuance of the ARMEAU SBES Shares; (viii) is not relying on any representations and warranties concerning ARMEAU SBES made by ARMEAU SBES or any officer, employee or agent of ARMEAUSBES, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU SBES Shares, unless either (A) the transfer of the ARMEAU SBES Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU SBES Shares is available; (x) understands and acknowledges that ARMEAU SBES is under no obligation to register the ARMEAU SBES Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU SBES is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU SBES 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 ARMEAU SBES that has been supplied to the Member and that any representation to the contrary is a criminal offense; and (xiii) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution and delivery of this Agreement and the acquisition of the ARMEAU SBES Shares.

Additional Representations, Warranties and Covenants. The Member Each Borrower, EPSC and ADI represents, warrants (each of which such representations and warranties shall be deemed repeated upon the making of a request for a Revolving Credit Advance and made as of the time of each Revolving Credit Advance made hereunder), and covenants that:" (i) consents Paragraphs 12(a), (b) and (c) are amended in their entirety to provide as follows: (i) each Borrower, ESPC and ADI is a corporation duly organized and validly existing under the placement laws of a legend the states listed on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(aExhibit 12(a); , (ii) has sufficient knowledge each Borrower, EPSC and experience ADI is duly qualified and in financegood standing in every other state or jurisdiction in which the nature of such Borrower's, securities, investments EPSC's or ADI's business requires such qualification and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viii) is not relying on any representations and warranties concerning ARMEAU made by ARMEAU or any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reports; (ix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (x) understands and acknowledges that ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 ARMEAU that has been supplied to the Member and that any representation to the contrary ADC is a criminal offense; wholly owned Subsidiary of Agro-Dan; (b) ▇▇e execution, delivery and (xiii) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution and delivery performance of this Agreement and the acquisition Ancillary Agreements (i) have been duly authorized, (ii) are not in contravention of such Borrower's, EPSC's or ADI's certificate of incorporation, by-laws or of any indenture, agreement or undertaking to which such Borrower, EPSC or ADI is a party or by which such Borrower or ADI is bound except where the ARMEAU Shares.failure to qualify would not have a material adverse effect on the business, assets, operations, prospects or financial or other condition of Borrower, EPSC or ADI or the ability of such party to perform the Obligations and (iii) are within such Borrower's, EPSC's or ADI's corporate powers; (c) this Agreement and the Ancillary Agreements executed and delivered by each Borrower, EPSC and ADI are such Borrower's, EPSC's or ADI's legal, valid and binding obligations, enforceable in accordance with their terms;" (j) The following paragraph is inserted at the end of Paragraph 12:

Additional Representations, Warranties and Covenants. The Member With respect to each of the Eligible Accounts, each Borrower represents, warrants and covenants unto Lender that: (iA) consents they are and shall be genuine, in all respects what they purport to the placement of be and are not evidenced by a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.8(a)judgment; (iiB) has sufficient knowledge and experience they represent undisputed, bona fide transactions completed in finance, securities, investments and other business matters to be able to protect his interests in connection accordance with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning the Member’s acquisition of the ARMEAU 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 ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding ARMEAU that such the Member has requested and all such public information is sufficient for the Member to evaluate the risks of acquiring the ARMEAU Shares; (vii) has been afforded the opportunity to ask questions of and receive answers concerning ARMEAU and the terms and conditions of provisions contained in the issuance of the ARMEAU Sharesinvoices and other documents delivered to Lender with respect thereto; (viiiC) is not relying the amounts thereof, which may be shown on any representations Borrowing Base Certificate or invoices and warranties concerning ARMEAU made by ARMEAU or statements delivered to Lender with respect thereto, are and shall be actually and absolutely owing to Borrowers and are not contingent for any officer, employee or agent of ARMEAU, other than those contained in this Agreement or the SEC Reportsreason; (ixD) no payments have been or shall be made thereon except payments immediately delivered to Lender pursuant to this Loan Agreement and the Other Agreements; (E) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrowers have not made and will not sell make any agreement with any Account Debtor for any deduction therefrom, except regular discounts allowed by Borrowers in the ordinary course of their respective businesses for prompt payment; (F) there are no facts, events or otherwise transfer occurrences which in any way impair the ARMEAU Shares, unless either validity or enforcement thereof or tend to reduce the amount payable thereunder; (AG) all Account Debtors have the capacity to contract and are solvent; (H) the transfer services furnished or Goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest, except the first position priority security interest and lien of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is availableLender; (xI) understands and acknowledges that ARMEAU is under Borrowers have no obligation to register the ARMEAU Shares for sale under the Securities Act; (xi) represents and warrants that the address furnished to ARMEAU is the principal residence of the Member; (xii) understands and acknowledges that the ARMEAU 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 knowledge of any information concerning ARMEAU that has been supplied to fact or circumstance which would impair the Member and that any representation to the contrary is a criminal offensevalidity or collectibility thereof; and (xiiiJ) acknowledges that the representations, warranties and agreements made by the Member herein shall survive the execution and delivery of this Agreement and the acquisition of the ARMEAU Sharesthere are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition.