Common use of Representations and Warranties by the Purchaser Clause in Contracts

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: A. The Purchaser has received the Memorandum, has carefully read the Memorandum and its appendices, and has relied only on the information contained therein; B. The Purchaser understands that he/she/it is purchasing the Units without being furnished any offering materials other than the Memorandum and that such purchase and the Memorandum has not been passed on by the Securities & Exchange Commission; C. The Purchaser understands that the Units have not been registered under the Securities Act of 1933, as amended, nor any state Blue Sky Law. The Purchaser understands that he/she/it has no right to require registration under the Act or any state Blue Sky Law. D. The Purchaser understands that the Units are being purchased for his/her/its own account for investment, not for the interest of any other person, and not for resale to others; E. The Purchaser (i) has, alone or together with his/her/its investment advisor, attorney, accountant, or other counsel, if any, such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the investment; or (ii) is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)); F. The Purchaser is able to bear the economic risk of the investment; G. The Purchaser is, in relation to his/her/its total investment picture and net worth, making only a reasonable commitment to the Fund; H. The Purchaser is making an investment with the Fund without the expectation or desire for a resale or distribution with respect thereto; I. The Purchaser has no need for liquidity with respect to the Purchaser’s investment in the Fund; J. The Purchaser recognizes that an investment in the Units involves special risks, including those set forth under the Section entitled “Certain Investment Considerations” in the Memorandum; K. The Purchaser realizes that, since the Units cannot be readily sold and have no public market, the Purchaser may not be able to sell or dispose of his/her/its Units and, therefore, that the Purchaser must not purchase the Units unless he/she/it has liquid assets sufficient to assure the Purchaser that such purchase will cause him/her/it no undue financial difficulties; L. The Purchaser understands that the right to transfer his/her/its Units will be restricted as set forth in the Operating Agreement, including a restriction against transfers unless the Purchaser submits to the Fund an opinion of an attorney stating that the proposed transfer is registered or exempt from registration pursuant to the Act and all relevant state Blue Sky Laws; and M. The Purchaser understands that all information which the Purchaser has provided to the Fund concerning himself/herself/itself, his/her/its financial position, and his/her/its knowledge of financial and business matters is correct and complete as of the date set forth herein and, if there should be any material change in such information prior to the Purchaser having paid his/her/its subscription in full, that the Purchaser must immediately provide the Fund with such information. N. The Purchaser has received and reviewed a copy of the Operating Agreement and the Memorandum.

Representations and Warranties by the Purchaser. The Purchaser represents, warrantsrepresents and warrants that (a) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933; (b) it will acquire the Shares for its own account and that the Shares are being and will be acquired by it for the purpose of investment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the Financing Documents (as defined below) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and agrees as follows: A. The Purchaser has received this Agreement and the Memorandum, has carefully read the Memorandum Financing Documents have been duly executed and its appendicesdelivered, and constitute valid, legal, binding and enforceable agreements of the Purchaser; (d) it has relied only on taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ fees or the information contained therein; B. The Purchaser understands that he/she/like relating to this Agreement or the transactions contemplated hereby; (e) it is purchasing the Units without being furnished any offering materials other than the Memorandum and that such purchase and the Memorandum has not been passed on organized, reorganized or recapitalized specifically for the purpose of investing in the Company; and (f) it has carefully reviewed the representations concerning the Company contained in this Agreement and has made detailed inquiry concerning the Company, its business and its personnel; the officers of the Company have made available to the Purchaser any and all written information which it has requested and have answered to the Purchaser’s satisfaction all inquiries made by the Securities & Exchange Commission; C. Purchaser; and the Purchaser has sufficient knowledge and experience in finance and business that it is capable of evaluating the risks and merits its investment in the Company and is able financially to bear the risks thereof. The Purchaser further represents that it understands that the Units have not been and agrees that, until registered under the Securities Act of 1933, as amended, nor any state Blue Sky Law. The Purchaser understands that he/she/it has no right to require registration under 1933 (the Act “Securities Act”) or any state Blue Sky Law. D. The Purchaser understands that the Units are being purchased for his/her/its own account for investment, not for the interest of any other person, and not for resale to others; E. The Purchaser (i) has, alone or together with his/her/its investment advisor, attorney, accountant, or other counsel, if any, such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the investment; or (ii) is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)); F. The Purchaser is able to bear the economic risk of the investment; G. The Purchaser is, in relation to his/her/its total investment picture and net worth, making only a reasonable commitment to the Fund; H. The Purchaser is making an investment with the Fund without the expectation or desire for a resale or distribution with respect thereto; I. The Purchaser has no need for liquidity with respect to the Purchaser’s investment in the Fund; J. The Purchaser recognizes that an investment in the Units involves special risks, including those set forth under the Section entitled “Certain Investment Considerations” in the Memorandum; K. The Purchaser realizes that, since the Units cannot be readily sold and have no public market, the Purchaser may not be able to sell or dispose of his/her/its Units and, therefore, that the Purchaser must not purchase the Units unless he/she/it has liquid assets sufficient to assure the Purchaser that such purchase will cause him/her/it no undue financial difficulties; L. The Purchaser understands that the right to transfer his/her/its Units will be restricted as set forth in the Operating Agreement, including a restriction against transfers unless the Purchaser submits to the Fund an opinion of an attorney stating that the proposed transfer is registered or exempt from registration transferred pursuant to the Act provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all relevant state Blue Sky Laws; and M. The Purchaser understands that all information which the Purchaser has provided to the Fund concerning himself/herself/itself, his/her/its financial position, and his/her/its knowledge of financial and business matters is correct and complete as certificates evidencing any of the date set forth herein andShares shall bear a legend, if there should be any material change in such information prior to the Purchaser having paid his/her/its subscription in fullprominently stamped or printed thereon, that the Purchaser must immediately provide the Fund with such informationreading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. N. The Purchaser has received and reviewed a copy of the Operating Agreement and the Memorandum.”

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: A. The Purchaser has received the Memorandum, has carefully read the Memorandum and its appendices, and has relied only on the information contained therein; B. The Purchaser understands that he/she/it is purchasing the Class A Units without being furnished any offering materials other than the Memorandum and that such purchase and the Memorandum has not been passed on by the Securities & Exchange Commission; C. The Purchaser understands that the Class A Units have not been registered under the Securities Act of 1933, as amended, nor any state Blue Sky Law. The Purchaser understands that he/she/it has no right to require registration under the Act or any state Blue Sky Law. D. The Purchaser understands that the Class A Units are being purchased for his/her/its own account for investment, not for the interest of any other person, and not for resale to others; E. The Purchaser (i) has, alone or together with his/her/its investment advisor, attorney, accountant, or other counsel, if any, such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the investment; or (ii) is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)); F. The Purchaser is able to bear the economic risk of the investment; G. The Purchaser is, in relation to his/her/its total investment picture and net worth, making only a reasonable commitment to the Fund; H. The Purchaser is making an investment with the Fund without the expectation or desire for a resale or distribution with respect thereto; I. The Purchaser has no need for liquidity with respect to the Purchaser’s investment in the Fund; J. The Purchaser recognizes that an investment in the Class A Units involves special risks, including those set forth under the Section entitled “Certain Investment Considerations” in the Memorandum; K. The Purchaser realizes that, since the Class A Units cannot be readily sold and have no public market, the Purchaser may not be able to sell or dispose of his/her/its Class A Units and, therefore, that the Purchaser must not purchase the Class A Units unless he/she/it has liquid assets sufficient to assure the Purchaser that such purchase will cause him/her/it no undue financial difficulties; L. The Purchaser understands that the right to transfer his/her/its Class A Units will be restricted as set forth in the Operating Agreement, including a restriction against transfers unless the Purchaser submits to the Fund an opinion of an attorney stating that the proposed transfer is registered or exempt from registration pursuant to the Act and all relevant state Blue Sky Laws; and M. The Purchaser understands that all information which the Purchaser has provided to the Fund concerning himself/herself/itself, his/her/its financial position, and his/her/its knowledge of financial and business matters is correct and complete as of the date set forth herein and, if there should be any material change in such information prior to the Purchaser having paid his/her/its subscription in full, that the Purchaser must immediately provide the Fund with such information. N. The Purchaser has received and reviewed a copy of the Operating Agreement and the Memorandum.

Representations and Warranties by the Purchaser. The Purchaser represents, represents and warrants, and agrees to the Company as follows: A. (a) The Purchaser has received is acquiring the Memorandum, has carefully read Notes for the Memorandum and its appendices, and has relied only on the information contained therein; B. The Purchaser understands that he/she/it is purchasing the Units without being furnished any offering materials other than the Memorandum and that such purchase and the Memorandum has not been passed on by the Securities & Exchange Commission; C. The Purchaser understands that the Units have not been registered under the Securities Act of 1933, as amended, nor any state Blue Sky Law. The Purchaser understands that he/she/it has no right to require registration under the Act or any state Blue Sky Law. D. The Purchaser understands that the Units are being purchased for his/her/its Purchaser’s own account for investment, not for the interest of any other person, investment and not with a view to resale or distribution of all or any part of the Notes except in accordance with and as provided for resale in this Agreement. (b) Immediately prior to others; E. The Purchaserthe purchase: (i) has, alone or together with his/her/its investment advisor, attorney, accountant, or other counsel, if any, the Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the risks and merits and risks of investment in the investmentNotes; orand (ii) is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)); F. The the Purchaser is able to bear the economic risk of the investment;. G. The Purchaser is, in relation to his/her/its total investment picture and net worth, making only a reasonable commitment to the Fund; H. The Purchaser is making an investment with the Fund without the expectation or desire for a resale or distribution with respect thereto; I. (c) The Purchaser has no need for liquidity with respect been informed as to, and is familiar with, the business activities of the Company. The Purchaser acknowledges that he or she or it has made the decision to the Purchaser’s investment invest in the Fund; J. Note on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed on the website of the SEC at ▇▇▇.▇▇▇.▇▇▇ (the “Public Information”). The Purchaser recognizes that acknowledges having been given the opportunity to review all documents material to an investment in the Units involves special risksNote that the Company can provide without unreasonable effort or expense. (d) The Purchaser has had an opportunity to ask questions of, and receive answers from, appropriate representatives of the Company, including those set forth its officers, concerning the Company and its business, and the terms and conditions of the Offering, and to obtain such additional information as the Purchaser deems necessary to verify the accuracy and adequacy of the information the Purchaser has obtained. The Purchaser fully understands that this Offering has not been registered under the Section entitled Securities Act of 1933, as amended (the “Certain Investment Considerations” Securities Act”) in the Memorandum; K. The Purchaser realizes thatreliance upon exemptions therefrom, since the Units cannot be readily sold and have no public market, the Purchaser may not be able to sell or dispose of his/her/its Units and, thereforeaccordingly, to the extent that the Purchaser must is not purchase supplied with information which would have been contained in a registration statement filed under the Units unless he/she/it has liquid assets sufficient to assure the Purchaser that such purchase will cause him/her/it no undue financial difficulties; L. The Purchaser understands that the right to transfer his/her/its Units will be restricted as set forth in the Operating Agreement, including a restriction against transfers unless the Purchaser submits to the Fund an opinion of an attorney stating that the proposed transfer is registered or exempt from registration pursuant to the Securities Act and all relevant state Blue Sky Laws; and M. The Purchaser understands that all information which the Purchaser has provided to the Fund concerning himself/herself/itself, his/her/its financial position, and his/her/its knowledge of financial and business matters is correct and complete as of the date set forth herein and, if there should be any material change in such information prior to the Purchaser having paid his/her/its subscription in full, that the Purchaser must immediately provide rely on the Fund with Purchaser’s own access to such information. N. (e) The Purchaser has received affirms that the Purchaser is an “accredited investor” as that term is defined and reviewed a copy construed pursuant to Rule 501 under the Securities Act because the Purchaser is one or more of the Operating Agreement and the Memorandum.following (check all that apply):

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, represents and agrees as follows: A. The Purchaser has received warrants to the Memorandum, has carefully read the Memorandum and its appendices, and has relied only on the information contained therein; B. The Purchaser understands that he/she/Company that: (a) it is purchasing the Units without being furnished any offering materials other than the Memorandum and that such purchase and the Memorandum has not been passed on by the Securities & Exchange Commission; C. The Purchaser understands that the Units have not been registered an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended, nor any state Blue Sky Law. The Purchaser understands that he/she/amended (the “Securities Act”); (b) it has no right to require registration under will acquire the Act or any state Blue Sky Law. D. The Purchaser understands that the Units are being purchased Shares for his/her/its own account for investmentaccount, not for the interest purpose of any other personinvestment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser, and not for resale to others; E. The this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser , except (i) hasas limited by applicable bankruptcy, alone or together with his/her/its investment advisorinsolvency, attorneyreorganization, accountantmoratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other counselequitable remedies; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, if anyfinders’ fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Shares and to obtain additional information concerning the Company and its business, such knowledge and experience in financial and business matters that has all of the Purchaser is capable of evaluating information necessary for it to evaluate the merits and risks of the investment; or (ii) is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)); F. The Purchaser is able to bear the economic risk of the investment; G. The Purchaser is, in relation to his/her/its total investment picture and net worth, making only a reasonable commitment to the Fund; H. The Purchaser is making an investment with the Fund without the expectation or desire for a resale or distribution with respect thereto; I. The Purchaser has no need for liquidity with respect to the Purchaser’s investment in the Fund; J. The Purchaser recognizes that an investment in the Units involves special risks, including those set forth under Shares and can bear the Section entitled “Certain Investment Considerations” in the Memorandum; K. economic risks of such investment. The Purchaser realizes that, since the Units cannot be readily sold and have no public market, acquisition by the Purchaser may not be able to sell or dispose of his/her/its Units and, therefore, that the Shares shall constitute a confirmation of these representations and warranties made by the Purchaser must not purchase the Units unless he/she/it has liquid assets sufficient to assure the Purchaser that such purchase will cause him/her/it no undue financial difficulties; L. The Purchaser understands that the right to transfer his/her/its Units will be restricted as set forth in the Operating Agreement, including a restriction against transfers unless the Purchaser submits to the Fund an opinion of an attorney stating that the proposed transfer is registered or exempt from registration pursuant to the Act and all relevant state Blue Sky Laws; and M. The Purchaser understands that all information which the Purchaser has provided to the Fund concerning himself/herself/itself, his/her/its financial position, and his/her/its knowledge of financial and business matters is correct and complete as of the date set forth herein andof such acquisition. The Purchaser further represents that it understands and agrees that, if there should be any material change in such information prior until registered under the Securities Act or transferred pursuant to the Purchaser having paid his/her/its subscription in fullprovisions of Rule 144 as promulgated by the Securities and Exchange Commission, that the Purchaser must immediately provide the Fund with such information. N. The Purchaser has received and reviewed a copy all certificates evidencing any of the Operating Agreement and the MemorandumShares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.”

Representations and Warranties by the Purchaser. The Purchaser represents, warrantsrepresents and warrants that (a) it will acquire the Preferred Shares for its own account and that the Preferred Shares are being acquired by it for the purpose of investment and not with a view to distribution or resale thereof; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser, and agrees this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser, except (i) as follows: A. limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent the indemnification provisions contained in the Fourth Amended and Restated Registration Rights Agreement (as defined in Section 2.04(b)) may be limited by applicable federal or state securities laws; (c) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (d) the Purchaser has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Preferred Shares and to obtain additional information concerning the Company and its business; and (e) the Purchaser has the ability to evaluate the merits and risks of an investment in the Preferred Shares and can bear the economic risks of such investment. The acquisition by the Purchaser of the Preferred Shares shall constitute a confirmation of the representations and warranties made by the Purchaser as at the date of such acquisition. The Purchaser has received the Memorandumfurther represents that it understands and agrees that, has carefully read the Memorandum and its appendices, and has relied only on the information contained therein; B. The Purchaser understands that he/she/it is purchasing the Units without being furnished any offering materials other than the Memorandum and that such purchase and the Memorandum has not been passed on by the Securities & Exchange Commission; C. The Purchaser understands that the Units have not been until registered under the Securities Act of 1933, as amended, nor any state Blue Sky Law. The Purchaser understands that he/she/it has no right to require registration under the Act or any state Blue Sky Law. D. The Purchaser understands that the Units are being purchased for his/her/its own account for investment, not for the interest of any other person, and not for resale to others; E. The Purchaser (i) has, alone or together with his/her/its investment advisor, attorney, accountant, or other counsel, if any, such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the investment; or (ii) is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)); F. The Purchaser is able to bear the economic risk of the investment; G. The Purchaser is, in relation to his/her/its total investment picture and net worth, making only a reasonable commitment to the Fund; H. The Purchaser is making an investment with the Fund without the expectation or desire for a resale or distribution with respect thereto; I. The Purchaser has no need for liquidity with respect to the Purchaser’s investment in the Fund; J. The Purchaser recognizes that an investment in the Units involves special risks, including those set forth under the Section entitled “Certain Investment Considerations” in the Memorandum; K. The Purchaser realizes that, since the Units cannot be readily sold and have no public market, the Purchaser may not be able to sell or dispose of his/her/its Units and, therefore, that the Purchaser must not purchase the Units unless he/she/it has liquid assets sufficient to assure the Purchaser that such purchase will cause him/her/it no undue financial difficulties; L. The Purchaser understands that the right to transfer his/her/its Units will be restricted as set forth in the Operating Agreement, including a restriction against transfers unless the Purchaser submits to the Fund an opinion of an attorney stating that the proposed transfer is registered or exempt from registration transferred pursuant to the Act and provisions of Rule 144 as promulgated by the Commission, all relevant state Blue Sky Laws; and M. The Purchaser understands that all information which the Purchaser has provided to the Fund concerning himself/herself/itself, his/her/its financial position, and his/her/its knowledge of financial and business matters is correct and complete as certificates evidencing any of the date set forth herein andShares, if there should be whether upon initial issuance or upon any material change in such information prior to the Purchaser having paid his/her/its subscription in fulltransfer thereof, that the Purchaser must immediately provide the Fund with such information. N. The Purchaser has received and reviewed shall bear a copy of the Operating Agreement and the Memorandum.legend, prominently stamped or printed thereon, reading substantially as follows:

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, represents and agrees as follows: A. The Purchaser has received warrants to the Memorandum, has carefully read the Memorandum and its appendices, and has relied only on the information contained therein; B. The Purchaser understands that he/she/Company that: (a) it is purchasing the Units without being furnished any offering materials other than the Memorandum and that such purchase and the Memorandum has not been passed on by the Securities & Exchange Commission; C. The Purchaser understands that the Units have not been registered an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended, nor any state Blue Sky Law. The Purchaser understands that he/she/; (b) it has no right to require registration under will acquire the Act or any state Blue Sky Law. D. The Purchaser understands that the Units are being purchased Shares for his/her/its own account for investmentaccount, not for the interest purpose of any other personinvestment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser, and not for resale to others; E. The this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser , except (i) hasas limited by applicable bankruptcy, alone or together with his/her/its investment advisorinsolvency, attorneyreorganization, accountantmoratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other counselequitable remedies; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, if anyfinders’ fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Shares and to obtain additional information concerning the Company and its business, such knowledge and experience in financial and business matters that has all of the Purchaser is capable of evaluating information necessary for it to evaluate the merits and risks of the investment; or (ii) is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)); F. The Purchaser is able to bear the economic risk of the investment; G. The Purchaser is, in relation to his/her/its total investment picture and net worth, making only a reasonable commitment to the Fund; H. The Purchaser is making an investment with the Fund without the expectation or desire for a resale or distribution with respect thereto; I. The Purchaser has no need for liquidity with respect to the Purchaser’s investment in the Fund; J. The Purchaser recognizes that an investment in the Units involves special risksShares and can bear the economic risks of such investment. The acquisition by the Purchaser of the Shares shall constitute a confirmation of the representations and warranties made by the Purchaser as at the date of such acquisition. The Purchaser further represents that it understands and agrees that, including those set forth until registered under the Section entitled “Certain Investment Considerations” in the Memorandum; K. The Purchaser realizes that, since the Units cannot be readily sold and have no public market, the Purchaser may not be able to sell Securities Act or dispose of his/her/its Units and, therefore, that the Purchaser must not purchase the Units unless he/she/it has liquid assets sufficient to assure the Purchaser that such purchase will cause him/her/it no undue financial difficulties; L. The Purchaser understands that the right to transfer his/her/its Units will be restricted as set forth in the Operating Agreement, including a restriction against transfers unless the Purchaser submits to the Fund an opinion of an attorney stating that the proposed transfer is registered or exempt from registration transferred pursuant to the Act and provisions of Rule 144 as promulgated by the Commission, all relevant state Blue Sky Laws; and M. The Purchaser understands that all information which the Purchaser has provided to the Fund concerning himself/herself/itself, his/her/its financial position, and his/her/its knowledge of financial and business matters is correct and complete as certificates evidencing any of the date set forth herein andShares, if there should be whether upon initial issuance or upon any material change in such information prior to the Purchaser having paid his/her/its subscription in fulltransfer thereof, that the Purchaser must immediately provide the Fund with such informationshall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. N. The Purchaser has received and reviewed a copy of the Operating Agreement and the Memorandum.”

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, ----------------------------------------------- represents and agrees as follows: A. The Purchaser has received warrants to the Memorandum, has carefully read the Memorandum and its appendices, and has relied only on the information contained therein; B. The Purchaser understands Company that he/she/(a) it is purchasing the Units without being furnished any offering materials other than the Memorandum and that such purchase and the Memorandum has not been passed on by the Securities & Exchange Commission; C. The Purchaser understands that the Units have not been registered an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended, nor any state Blue Sky Law. The Purchaser understands that he/she/; (b) it has no right to require registration under will acquire the Act or any state Blue Sky Law. D. The Purchaser understands that the Units are being purchased Shares for his/her/its own account for investmentaccount, not for the interest purpose of any other personinvestment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser, and not for resale to others; E. The this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser , except (i) hasas limited by applicable bankruptcy, alone or together with his/her/its investment advisorinsolvency, attorneyreorganization, accountantmoratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other counselequitable remedies; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, if anyfinders' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Shares and to obtain additional information concerning the Company and its business; and (f) it has received and reviewed the registration statement on Form S-1 (Registration No. 333-93361) and all amendments thereto filed by the Company with the Securities and Exchange Commission ("Commission") ---------- on December 22, such knowledge 1999 (the "Registration Statement") and experience in financial and business matters that has all of the Purchaser is capable of evaluating ---------------------- information necessary for it to evaluate the merits and risks of the investment; or (ii) is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)); F. The Purchaser is able to bear the economic risk of the investment; G. The Purchaser is, in relation to his/her/its total investment picture and net worth, making only a reasonable commitment to the Fund; H. The Purchaser is making an investment with the Fund without the expectation or desire for a resale or distribution with respect thereto; I. The Purchaser has no need for liquidity with respect to the Purchaser’s investment in the Fund; J. The Purchaser recognizes that an investment in the Units involves special risksShares and can bear the economic risks of such investment. The acquisition by the Purchaser of the Shares shall constitute a confirmation of the representations and warranties made by the Purchaser as at the date of such acquisition. The Purchaser further represents that it understands and agrees that, including those set forth until registered under the Section entitled “Certain Investment Considerations” in the Memorandum; K. The Purchaser realizes that, since the Units cannot be readily sold and have no public market, the Purchaser may not be able to sell Securities Act or dispose of his/her/its Units and, therefore, that the Purchaser must not purchase the Units unless he/she/it has liquid assets sufficient to assure the Purchaser that such purchase will cause him/her/it no undue financial difficulties; L. The Purchaser understands that the right to transfer his/her/its Units will be restricted as set forth in the Operating Agreement, including a restriction against transfers unless the Purchaser submits to the Fund an opinion of an attorney stating that the proposed transfer is registered or exempt from registration transferred pursuant to the Act and provisions of Rule 144 as promulgated by the Commission, all relevant state Blue Sky Laws; and M. The Purchaser understands that all information which the Purchaser has provided to the Fund concerning himself/herself/itself, his/her/its financial position, and his/her/its knowledge of financial and business matters is correct and complete as certificates evidencing any of the date set forth herein andShares, if there should be whether upon initial issuance or upon any material change in such information prior to the Purchaser having paid his/her/its subscription in fulltransfer thereof, that the Purchaser must immediately provide the Fund with such informationshall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. N. The Purchaser has received and reviewed a copy of the Operating Agreement and the Memorandum."

Representations and Warranties by the Purchaser. The Purchaser represents, warrantsrepresents and warrants that (a) it will acquire the Preferred Shares for its own account and that the Preferred Shares are being acquired by it for the purpose of investment and not with a view to distribution or resale thereof; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser, and agrees this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser, except (i) as follows: A. limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent the indemnification provisions contained in the Third Amended and Restated Registration Rights Agreement (as defined in Section 2.04(b)) may be limited by applicable federal or state securities laws; (c) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (d) the Purchaser has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Preferred Shares and to obtain additional information concerning the Company and its business; and (e) the Purchaser has the ability to evaluate the merits and risks of an investment in the Preferred Shares and can bear the economic risks of such investment. The acquisition by the Purchaser of the Preferred Shares shall constitute a confirmation of the representations and warranties made by the Purchaser as at the date of such acquisition. The Purchaser has received the Memorandumfurther represents that it understands and agrees that, has carefully read the Memorandum and its appendices, and has relied only on the information contained therein; B. The Purchaser understands that he/she/it is purchasing the Units without being furnished any offering materials other than the Memorandum and that such purchase and the Memorandum has not been passed on by the Securities & Exchange Commission; C. The Purchaser understands that the Units have not been until registered under the Securities Act of 1933, as amended, nor any state Blue Sky Law. The Purchaser understands that he/she/it has no right to require registration under the Act or any state Blue Sky Law. D. The Purchaser understands that the Units are being purchased for his/her/its own account for investment, not for the interest of any other person, and not for resale to others; E. The Purchaser (i) has, alone or together with his/her/its investment advisor, attorney, accountant, or other counsel, if any, such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the investment; or (ii) is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)); F. The Purchaser is able to bear the economic risk of the investment; G. The Purchaser is, in relation to his/her/its total investment picture and net worth, making only a reasonable commitment to the Fund; H. The Purchaser is making an investment with the Fund without the expectation or desire for a resale or distribution with respect thereto; I. The Purchaser has no need for liquidity with respect to the Purchaser’s investment in the Fund; J. The Purchaser recognizes that an investment in the Units involves special risks, including those set forth under the Section entitled “Certain Investment Considerations” in the Memorandum; K. The Purchaser realizes that, since the Units cannot be readily sold and have no public market, the Purchaser may not be able to sell or dispose of his/her/its Units and, therefore, that the Purchaser must not purchase the Units unless he/she/it has liquid assets sufficient to assure the Purchaser that such purchase will cause him/her/it no undue financial difficulties; L. The Purchaser understands that the right to transfer his/her/its Units will be restricted as set forth in the Operating Agreement, including a restriction against transfers unless the Purchaser submits to the Fund an opinion of an attorney stating that the proposed transfer is registered or exempt from registration transferred pursuant to the Act and provisions of Rule 144 as promulgated by the Commission, all relevant state Blue Sky Laws; and M. certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS." The Purchaser further represents that it understands and agrees that all information which the Purchaser has provided to the Fund concerning himself/herself/itself, his/her/its financial position, and his/her/its knowledge of financial and business matters is correct and complete as certificates evidencing any of the date set forth herein andShares, if there should be whether upon initial issuance or upon any material change in such information prior to the Purchaser having paid his/her/its subscription in fulltransfer thereof, that the Purchaser must immediately provide the Fund with such information. N. The Purchaser has received and reviewed a copy of the Operating Agreement and the Memorandum.shall bear legends, prominently stamped or printed thereon, reading substantially as follows:

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, represents and agrees as follows: A. The Purchaser has received warrants to the Memorandum, has carefully read the Memorandum and its appendices, and has relied only on the information contained therein; B. The Purchaser understands Company that he/she/(a) it is purchasing the Units without being furnished any offering materials other than the Memorandum and that such purchase and the Memorandum has not been passed on by the Securities & Exchange Commission; C. The Purchaser understands that the Units have not been registered an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended, nor any state Blue Sky Law. The Purchaser understands that he/she/; (b) it has no right to require registration under will acquire the Act or any state Blue Sky Law. D. The Purchaser understands that the Units are being purchased Shares for his/her/its own account for investmentaccount, not for the interest purpose of any other personinvestment and not with a view to distribution or resale thereof; (c) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser, and not for resale to others; E. The this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser , except (i) hasas limited by applicable bankruptcy, alone or together with his/her/its investment advisorinsolvency, attorneyreorganization, accountantmoratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other counselequitable remedies; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, if anyfinders' fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Shares and to obtain additional information concerning the Company and its business; and (f) it has received and reviewed the registration statement on Form S-1 (Registration No. 333-50266) filed by the Company with the Securities and Exchange Commission ("Commission") on November 20, 2000, and all amendments thereto (collectively, the "Registration Statement"), which shall also include the prospectus related to such knowledge public offering (the "Prospectus"), and experience in financial and business matters that has all of the Purchaser is capable of evaluating information necessary for it to evaluate the merits and risks of the investment; or (ii) is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)); F. The Purchaser is able to bear the economic risk of the investment; G. The Purchaser is, in relation to his/her/its total investment picture and net worth, making only a reasonable commitment to the Fund; H. The Purchaser is making an investment with the Fund without the expectation or desire for a resale or distribution with respect thereto; I. The Purchaser has no need for liquidity with respect to the Purchaser’s investment in the Fund; J. The Purchaser recognizes that an investment in the Units involves special risksShares and can bear the economic risks of such investment. The acquisition by the Purchaser of the Shares shall constitute a confirmation of the representations and warranties made by the Purchaser as at the date of such acquisition. The Purchaser further represents that it understands and agrees that, including those set forth until registered under the Section entitled “Certain Investment Considerations” in the Memorandum; K. The Purchaser realizes that, since the Units cannot be readily sold and have no public market, the Purchaser may not be able to sell Securities Act or dispose of his/her/its Units and, therefore, that the Purchaser must not purchase the Units unless he/she/it has liquid assets sufficient to assure the Purchaser that such purchase will cause him/her/it no undue financial difficulties; L. The Purchaser understands that the right to transfer his/her/its Units will be restricted as set forth in the Operating Agreement, including a restriction against transfers unless the Purchaser submits to the Fund an opinion of an attorney stating that the proposed transfer is registered or exempt from registration transferred pursuant to the Act and provisions of Rule 144 as promulgated by the Commission, all relevant state Blue Sky Laws; and M. The Purchaser understands that all information which the Purchaser has provided to the Fund concerning himself/herself/itself, his/her/its financial position, and his/her/its knowledge of financial and business matters is correct and complete as certificates evidencing any of the date set forth herein andShares, if there should be whether upon initial issuance or upon any material change in such information prior to the Purchaser having paid his/her/its subscription in fulltransfer thereof, that the Purchaser must immediately provide the Fund with such information. N. The Purchaser has received and reviewed shall bear a copy of the Operating Agreement and the Memorandum.legend, prominently stamped or printed thereon, reading substantially as follows: