Common use of Representations and Warranties of each Holder Clause in Contracts

Representations and Warranties of each Holder. Each Holder, severally and not jointly, represents and warrants to Parent that, as of the date hereof and as of the Rollover Closing: (a) such Holder is the legal owner of the Rollover Shares set forth on its signature page hereto and has good and valid title to such Rollover Shares, free and clear of all Liens except as may be imposed by applicable securities Law; (b) such ▇▇▇▇▇▇ has the requisite power and authority to execute and deliver this Agreement, to perform such Person’s obligations hereunder and to consummate the transactions contemplated hereby; (c) if such Holder is not a natural person, such Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (d) this Agreement has been duly executed and delivered by such ▇▇▇▇▇▇ and, if such Holder is not a natural person, the execution, delivery and performance of this Agreement by such Holder, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or similar action on the part of such Person and no other corporate or similar actions or proceedings on the part of such Person are necessary to authorize this Agreement or to consummate the transactions contemplated hereby; (e) assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms; (f) except as contemplated hereby or disclosed in a Schedule 13D filed with the SEC by a Holder, as amended as of the date hereof, there are no options, warrants or other rights or Contracts to which it is a party relating to the pledge, disposition or voting of any of such Holder’s Rollover Shares, and such Rollover Shares are not subject to any voting trust agreement or other Contract to which Holder or any of its Affiliates is a party restricting or otherwise relating to the voting or Transfer of such Rollover Shares (other than the express terms of this Agreement); (g) except for the applicable requirements of the Exchange Act and Laws of the State of Delaware, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Holder for the execution, delivery and performance of this Agreement by such Holder or the consummation by such Holder of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Holder, nor the consummation by such Holder of the transactions contemplated hereby, nor compliance by such Person with any of the provisions hereof shall violate any Contract to which such Holder is a party or by which such Holder or any property or asset of such Holder is bound or affected, in each case which have, or could have, the effect of preventing, impeding or interfering with or adversely affecting the performance by such Holder of its obligations under this Agreement or violate any applicable Law; (h) as of the date hereof, there is no Proceeding pending or, to the knowledge of such Holder, threatened against such Holder or any of Affiliates that restrict, prohibit, or delay (or, if successful, would restrict or prohibit, restrict or delay) the performance by such Holder of its obligations under this Agreement; (i) such Holder (i) has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares, (ii) is a sophisticated investor familiar with the risk and nature of transactions of the type contemplated by this Agreement and the Merger Agreement, (iii) acknowledges that it has been advised to discuss with its own legal, tax and financial advisors the meaning and legal, tax and financial consequences of this Agreement and the transactions contemplated hereby, (iv) acknowledges that the value of the Parent Shares is uncertain and subject to considerable risk and may be less than the Offer Price and that none of Parent, Merger Sub, the Sponsors, the other Holders, or any of their respective Affiliates or Representatives makes any representations or warranties as to the value or performance of the Parent Shares, and (v) acknowledges it must bear and is capable of bearing the economic risk of the Parent Shares for an indefinite period of time as such Parent Shares have not been registered for sale or Transfer under the Securities Act or otherwise and therefore cannot be sold or otherwise Transferred unless either the Parent Shares are subsequently registered thereunder or an exemption from such registration is available; (j) such Holder is (i) acquiring the Parent Shares for such ▇▇▇▇▇▇’s own account, for investment only, and not with a view to any resale or public distribution thereof and (ii) is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act (and, at the date hereof, such Holder has delivered to Parent an executed accredited investor certificate in the form attached as Exhibit B to this Agreement); (k) if such Holder is a married individual and such Holder’s Rollover Shares constitute community property or otherwise require spousal approval in order for this Agreement to be a legally valid and binding obligation of such Holder, this Agreement has been duly executed and delivered by such Holder’s spouse and constitutes a legally valid and binding obligation of such Holder’s spouse, enforceable against such Holder’s spouse in accordance with its terms; (l) such Holder understands and acknowledges that Parent and ▇▇▇▇▇▇ Sub are entering into this Agreement and the Merger Agreement in reliance upon such ▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the accuracy of the representations and warranties of such Holder hereunder.

Representations and Warranties of each Holder. Each Holder, Holder --------------------------------------------- severally and not jointly, jointly represents and warrants to Parent that, and Merger Sub as of the date hereof and as of the Rollover Closingfollows: (a) (i) such Holder is the legal record or beneficial owner of the Rollover Shares set forth Optioned Securities, or has the right to vote the Voting Securities, listed opposite the name of such Holder on its signature page hereto Schedule 1, (ii) such Optioned Securities or Voting Securities are the only Equity Securities owned of record or beneficially by such Holder or in which such Holder has any interest or which such Holder has the right to vote, as the case may be, and has good and valid title (iii) such Holder does not have any option or other right to such Rollover Shares, free and clear of all Liens except as may be imposed by applicable securities Lawacquire any other Equity Securities; (b) such ▇▇▇▇▇▇ Holder has the requisite right, power and authority to execute and deliver this Agreement, Agreement and to perform such Person’s his obligations hereunder and to consummate the transactions contemplated hereby; (c) if such Holder is not a natural person, such Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (d) this Agreement has been duly executed and delivered by such ▇▇▇▇▇▇ and, if such Holder is not a natural person, the execution, delivery and performance of this Agreement by such Holder, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or similar action on the part of such Person and no other corporate or similar actions or proceedings on the part of such Person are necessary to authorize this Agreement or to consummate the transactions contemplated hereby; (e) assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms; (f) except as contemplated hereby or disclosed in a Schedule 13D filed with the SEC by a Holder, as amended as of the date hereof, there are no options, warrants or other rights or Contracts to which it is a party relating to the pledge, disposition or voting of any of such Holder’s Rollover Shares, and such Rollover Shares are not subject to any voting trust agreement or other Contract to which Holder or any of its Affiliates is a party restricting or otherwise relating to the voting or Transfer of such Rollover Shares (other than the express terms of this Agreement); (g) except for the applicable requirements of the Exchange Act and Laws of the State of Delaware, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Holder for hereunder; the execution, delivery and performance of this Agreement by such Holder will not require the consent of any other person and will not constitute a violation of, conflict with or the consummation by such Holder of the transactions contemplated herebyresult in a default under (i) any contract, and (ii) neither the execution, delivery understanding or performance of this Agreement by such Holder, nor the consummation by such Holder of the transactions contemplated hereby, nor compliance by such Person with any of the provisions hereof shall violate any Contract arrangement to which such Holder is a party or by which such Holder is bound, (ii) any judgment, decree or any property or asset of order applicable to such Holder is bound or affected(iii) to the Holder's knowledge, in each case which haveany law, rule or could have, the effect regulation of preventing, impeding or interfering with or adversely affecting the performance by any governmental body applicable to such Holder of its obligations under Holder; and this Agreement or violate any applicable Law; (h) as of constitutes a valid and binding agreement on the date hereof, there is no Proceeding pending or, to the knowledge part of such Holder, threatened against such Holder or any of Affiliates that restrict, prohibit, or delay (or, if successful, would restrict or prohibit, restrict or delay) the performance by such Holder of its obligations under this Agreement; (i) such Holder (i) has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares, (ii) is a sophisticated investor familiar with the risk and nature of transactions of the type contemplated by this Agreement and the Merger Agreement, (iii) acknowledges that it has been advised to discuss with its own legal, tax and financial advisors the meaning and legal, tax and financial consequences of this Agreement and the transactions contemplated hereby, (iv) acknowledges that the value of the Parent Shares is uncertain and subject to considerable risk and may be less than the Offer Price and that none of Parent, Merger Sub, the Sponsors, the other Holders, or any of their respective Affiliates or Representatives makes any representations or warranties as to the value or performance of the Parent Shares, and (v) acknowledges it must bear and is capable of bearing the economic risk of the Parent Shares for an indefinite period of time as such Parent Shares have not been registered for sale or Transfer under the Securities Act or otherwise and therefore cannot be sold or otherwise Transferred unless either the Parent Shares are subsequently registered thereunder or an exemption from such registration is available; (j) such Holder is (i) acquiring the Parent Shares for such ▇▇▇▇▇▇’s own account, for investment only, and not with a view to any resale or public distribution thereof and (ii) is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act (and, at the date hereof, such Holder has delivered to Parent an executed accredited investor certificate in the form attached as Exhibit B to this Agreement); (k) if such Holder is a married individual and such Holder’s Rollover Shares constitute community property or otherwise require spousal approval in order for this Agreement to be a legally valid and binding obligation of such Holder, this Agreement has been duly executed and delivered by such Holder’s spouse and constitutes a legally valid and binding obligation of such Holder’s spouse, enforceable against such Holder’s spouse in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (lc) to the Holder's knowledge, any Shares included in the Optioned Securities owned by such Holder understands have been validly issued and acknowledges that Parent are fully paid and ▇▇▇▇▇▇ Sub nonassessable and any shares of Common Stock issuable upon exercise of the Stock Options or Warrants, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable; (d) except as set forth on Schedule 1, the Optioned Securities owned by such Holder are entering into this Agreement now, and at all times during the Merger Agreement in reliance upon such ▇▇▇▇▇▇’s execution, delivery and performance term of this Agreement will be, held by such Holder free and the accuracy clear of all adverse claims, liens, encumbrances and security interests, and none of the representations Optioned Securities or Voting Securities are subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting or disposition of the Optioned Securities or Voting Securities; and warranties there are no outstanding options, warrants or rights to purchase or acquire, or agreements (except for this Agreement) relating to, such Optioned Securities or Voting Securities; and (e) upon purchase of the Optioned Securities owned by such Holder hereunderHolder, Merger Sub will obtain good and marketable title to such Optioned Securities, free and clear of all adverse claims, liens, encumbrances and security interests (except any created by Merger Sub).

Representations and Warranties of each Holder. Each Holder, Holder severally and not jointly, jointly represents and warrants to Parent that, and the Merger Subsidiary as of the date hereof and as of the Rollover Closingfollows: (a) (i) such Holder is the legal record or beneficial owner of the Rollover Shares set forth Optioned Securities, or has the right to vote the Voting Securities, listed opposite the name of such Holder on its signature page hereto Schedule 1, (ii) such Optioned Securities or Voting Securities are the only Equity Securities owned of record or beneficially by such Holder or in which such Holder has any interest or which such Holder has the right to vote, as the case may be, and has good and valid title (iii) such Holder does not have any option or other right to such Rollover Shares, free and clear of all Liens except as may be imposed by applicable securities Lawacquire any other Equity Securities; (b) such ▇▇▇▇▇▇ Holder has the requisite right, power and authority to execute and deliver this Agreement, Agreement and to perform such Person’s his obligations hereunder and to consummate the transactions contemplated hereby; (c) if such Holder is not a natural person, such Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (d) this Agreement has been duly executed and delivered by such ▇▇▇▇▇▇ and, if such Holder is not a natural person, the execution, delivery and performance of this Agreement by such Holder, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or similar action on the part of such Person and no other corporate or similar actions or proceedings on the part of such Person are necessary to authorize this Agreement or to consummate the transactions contemplated hereby; (e) assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms; (f) except as contemplated hereby or disclosed in a Schedule 13D filed with the SEC by a Holder, as amended as of the date hereof, there are no options, warrants or other rights or Contracts to which it is a party relating to the pledge, disposition or voting of any of such Holder’s Rollover Shares, and such Rollover Shares are not subject to any voting trust agreement or other Contract to which Holder or any of its Affiliates is a party restricting or otherwise relating to the voting or Transfer of such Rollover Shares (other than the express terms of this Agreement); (g) except for the applicable requirements of the Exchange Act and Laws of the State of Delaware, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Holder for hereunder; the execution, delivery and performance of this Agreement by such Holder will not require the consent of any other person and will not constitute a violation of, conflict with or the consummation by such Holder of the transactions contemplated herebyresult in a default under (i) any contract, and (ii) neither the execution, delivery understanding or performance of this Agreement by such Holder, nor the consummation by such Holder of the transactions contemplated hereby, nor compliance by such Person with any of the provisions hereof shall violate any Contract arrangement to which such Holder is a party or by which such Holder is bound, (ii) any judgment, decree or any property or asset of order applicable to such Holder is bound or affected(iii) to the Holder's knowledge, in each case which haveany law, rule or could have, the effect regulation of preventing, impeding or interfering with or adversely affecting the performance by any governmental body applicable to such Holder of its obligations under Holder; and this Agreement or violate any applicable Law; (h) as of constitutes a valid and binding agreement on the date hereof, there is no Proceeding pending or, to the knowledge part of such Holder, threatened against such Holder or any of Affiliates that restrict, prohibit, or delay (or, if successful, would restrict or prohibit, restrict or delay) the performance by such Holder of its obligations under this Agreement; (i) such Holder (i) has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares, (ii) is a sophisticated investor familiar with the risk and nature of transactions of the type contemplated by this Agreement and the Merger Agreement, (iii) acknowledges that it has been advised to discuss with its own legal, tax and financial advisors the meaning and legal, tax and financial consequences of this Agreement and the transactions contemplated hereby, (iv) acknowledges that the value of the Parent Shares is uncertain and subject to considerable risk and may be less than the Offer Price and that none of Parent, Merger Sub, the Sponsors, the other Holders, or any of their respective Affiliates or Representatives makes any representations or warranties as to the value or performance of the Parent Shares, and (v) acknowledges it must bear and is capable of bearing the economic risk of the Parent Shares for an indefinite period of time as such Parent Shares have not been registered for sale or Transfer under the Securities Act or otherwise and therefore cannot be sold or otherwise Transferred unless either the Parent Shares are subsequently registered thereunder or an exemption from such registration is available; (j) such Holder is (i) acquiring the Parent Shares for such ▇▇▇▇▇▇’s own account, for investment only, and not with a view to any resale or public distribution thereof and (ii) is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act (and, at the date hereof, such Holder has delivered to Parent an executed accredited investor certificate in the form attached as Exhibit B to this Agreement); (k) if such Holder is a married individual and such Holder’s Rollover Shares constitute community property or otherwise require spousal approval in order for this Agreement to be a legally valid and binding obligation of such Holder, this Agreement has been duly executed and delivered by such Holder’s spouse and constitutes a legally valid and binding obligation of such Holder’s spouse, enforceable against such Holder’s spouse in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (lc) to the Holder's knowledge, any Shares included in the Optioned Securities owned by such Holder understands have been validly issued and acknowledges that Parent are fully paid and ▇▇▇▇▇▇ Sub nonassessable and any Shares issuable upon exercise of the Stock Options, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable; (d) except as set forth on Schedule 1, the Optioned Securities owned by such Holder are entering into this Agreement now, and at all times during the Merger Agreement in reliance upon such ▇▇▇▇▇▇’s execution, delivery and performance term of this Agreement will be, held by such Holder free and the accuracy clear of all adverse claims, liens, encumbrances and security interests, and none of the representations Optioned Securities are subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting or disposition of the Optioned Securities; and warranties there are no outstanding options, warrants or rights to purchase or acquire, or agreements (except for this Agreement) relating to, such Optioned Securities; and (e) upon purchase of the Optioned Securities owned by such Holder hereunderHolder, the Parent or the Merger Subsidiary will obtain good and marketable title to such Optioned Securities, free and clear of all adverse claims, liens, encumbrances and security interests (except any created by the Merger Subsidiary).

Representations and Warranties of each Holder. Each HolderHolder hereby, severally and not jointly, represents and warrants to Parent the Company that, as of the date hereof and as of the Rollover Closing: (a) such a. The Holder has full power and authority to exchange, sell, assign and transfer the Notes sold hereby and to enter into this Repurchase Agreement and perform all obligations required to be performed by the Holder hereunder. b. The Holder is the legal current beneficial owner of the Rollover Shares Repurchased Notes being sold by such Holder as set forth on its signature page hereto in Exhibit A. When such Repurchased Notes are sold, the Company will acquire good, marketable and has good and valid unencumbered title to such Rollover Sharesthereto, free and clear of all Liens except liens, restrictions, charges and encumbrances. The Repurchased Notes being sold by such Holder as set forth in Exhibit A are not subject to any adverse claims, rights or proxies. The Holder shall be responsible for its own tax liability that may be imposed by applicable securities Law; (b) such ▇▇▇▇▇▇ has the requisite power and authority to execute and deliver this Agreement, to perform such Person’s obligations hereunder and to consummate arise as a result of the transactions contemplated hereby;by this Repurchase Agreement. c. The Repurchase will not contravene any law, rule or regulation binding on the Holder or any investment guideline or restriction applicable to the Holder. d. The Holder acknowledges that no person has been authorized to give any information or to make any representation or warranty concerning the Company or the Repurchase other than the information set forth herein in connection with the Holder’s examination of the Company and the terms of the Repurchase, and the Company does not take any responsibility for, and the Company cannot provide any assurance as to the reliability of, any other information that others may provide to the Holder. e. The Holder acknowledges that (ci) if it has reviewed the Company’s filings with the SEC and (ii) it is relying only upon the information contained in the Company’s filings with the SEC and the representations and warranties of the Company in this Repurchase Agreement and not upon any other information. The Holder acknowledges and understands that: (x) the Company currently may have, and later may come into possession of, information with respect to the Company that is not known to Holder and that may be material to a decision to sell the Repurchased Notes (such information, “Holder Excluded Information”); (y) Holder has determined to sell the Repurchased Notes being sold by such Holder as set forth in Exhibit A notwithstanding its lack of knowledge of Holder Excluded Information; and (z) the Company shall not have any liability to Holder, and Holder waives and releases any claims that he might have against the Company, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Holder Excluded Information in connection with the Repurchase and the transactions contemplated by this Agreement f. The Holder acknowledges and understands that the Company’s plans for the future, if successful, may result in the Repurchased Notes being sold by the Holder becoming more valuable and that the future value of the Repurchased Notes could exceed the amounts the Holder will receive under this Repurchase Agreement. In addition, the Holder acknowledges and understands that the Consideration may be less than the Holder would receive if the Repurchased Notes were redeemed pursuant to the terms of the Indenture or were repaid upon maturity. The Holder has determined to forego the possibility of such future value in order to obtain consideration in accordance with this Repurchase Agreement. Neither the Company, nor any of their respective officers, directors, employees or agents have made any representations to the Holder regarding the present or future value of the Repurchased Notes being sold by the Holder, or the advisability of the decision to sell the Repurchased Notes pursuant to this Repurchase Agreement. The Holder confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates or representatives as investment advice or as a natural personrecommendation to participate in the Repurchase and receive the Consideration for the Repurchased Notes. It is understood that information provided by the Company, such or any of its affiliates or representatives shall not be considered investment advice or a recommendation to conduct the Repurchase. g. The Holder is a corporation, limited partnership, limited liability company or other entity, as the case may be, duly organizedformed, validly existing and in good standing under the laws of the jurisdiction of its formation;. h. The Holder acknowledges that (di) this Agreement it is a sophisticated investor, (ii) the terms of the Repurchase have been mutually negotiated between the Holder and the Company and (iii) that the Holder was given a meaningful opportunity to negotiate the terms of the Repurchase. i. The Holder will, upon request, execute and deliver any additional documents deemed by the Company or the Trustee to be necessary or desirable to complete the sale, assignment and transfer of the Repurchased Notes sold hereby. j. There is no investment banker, broker, finder or other intermediary which has been duly executed and delivered retained by, will be retained by such ▇▇▇▇▇▇ and, if such or is authorized to act on behalf of the Holder is not a natural person, who might be entitled to any fee or commission from the execution, delivery and performance of this Agreement by such Holder, and Company or the Holder upon consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or similar action on this Repurchase Agreement. k. The Holder understands that the part of such Person Company and no other corporate or similar actions or proceedings on others will rely upon the part of such Person are necessary to authorize this Agreement or to consummate the transactions contemplated hereby; (e) assuming due authorization, execution truth and delivery by Parent, this Agreement constitutes a legal, valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms; (f) except as contemplated hereby or disclosed in a Schedule 13D filed with the SEC by a Holder, as amended as accuracy of the date hereofforegoing representations, there are no options, warrants or other rights or Contracts to which it is a party relating to the pledge, disposition or voting of warranties and covenants and agrees that if any of such Holder’s Rollover Shares, and such Rollover Shares are not subject to any voting trust agreement or other Contract to which Holder or any of its Affiliates is a party restricting or otherwise relating to the voting or Transfer of such Rollover Shares (other than the express terms of this Agreement); (g) except for the applicable requirements of the Exchange Act and Laws of the State of Delaware, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Holder for the execution, delivery and performance of this Agreement by such Holder or the consummation by such Holder of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Holder, nor the consummation by such Holder of the transactions contemplated hereby, nor compliance by such Person with any of the provisions hereof shall violate any Contract to which such Holder is a party or by which such Holder or any property or asset of such Holder is bound or affected, in each case which have, or could have, the effect of preventing, impeding or interfering with or adversely affecting the performance by such Holder of its obligations under this Agreement or violate any applicable Law; (h) as of the date hereof, there is no Proceeding pending or, to the knowledge of such Holder, threatened against such Holder or any of Affiliates that restrict, prohibit, or delay (or, if successful, would restrict or prohibit, restrict or delay) the performance by such Holder of its obligations under this Agreement; (i) such Holder (i) has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares, (ii) is a sophisticated investor familiar with the risk and nature of transactions of the type contemplated by this Agreement and the Merger Agreement, (iii) acknowledges that it has been advised to discuss with its own legal, tax and financial advisors the meaning and legal, tax and financial consequences of this Agreement and the transactions contemplated hereby, (iv) acknowledges that the value of the Parent Shares is uncertain and subject to considerable risk and may be less than the Offer Price and that none of Parent, Merger Sub, the Sponsors, the other Holders, or any of their respective Affiliates or Representatives makes any representations or warranties as to the value or performance of the Parent Shares, and (v) acknowledges it must bear and is capable of bearing the economic risk of the Parent Shares for an indefinite period of time as such Parent Shares have not been registered for sale or Transfer under the Securities Act or otherwise and therefore cannot be sold or otherwise Transferred unless either the Parent Shares are subsequently registered thereunder or an exemption from such registration is available; (j) such Holder is (i) acquiring the Parent Shares for such ▇▇▇▇▇▇’s own account, for investment only, and not with a view to any resale or public distribution thereof and (ii) is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act (and, at the date hereof, such Holder has delivered to Parent an executed accredited investor certificate in the form attached as Exhibit B to this Agreement); (k) if such Holder is a married individual and such Holder’s Rollover Shares constitute community property or otherwise require spousal approval in order for this Agreement to be a legally valid and binding obligation of such Holder, this Agreement has been duly executed and delivered by such Holder’s spouse and constitutes a legally valid and binding obligation of such Holder’s spouse, enforceable against such Holder’s spouse in accordance with its terms; (l) such Holder understands and acknowledges that Parent and ▇▇▇▇▇▇ Sub are entering into this Agreement and the Merger Agreement in reliance upon such ▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the accuracy of the representations and warranties deemed to have been made by it by its participation in the transactions contemplated by this Repurchase Agreement are no longer accurate, the Holder shall promptly notify the Company. The Holder understands that, unless the Holder notifies the Company in writing to the contrary before the Closing, each of such the Holder’s representations and warranties contained in this Repurchase Agreement will be deemed to have been reaffirmed and confirmed as of the Closing. l. The Holder hereunderacknowledges and agrees that the Company has not made any representation, warranty, covenant or agreement, whether express or implied, of any kind or character to the Holder with respect to the subject matter of this Repurchase Agreement, except as expressly set forth in this Repurchase Agreement.

Representations and Warranties of each Holder. Each Holder, Holder severally and not jointly, jointly represents and warrants to Parent that, and the Merger Sub as of the date hereof and as of the Rollover Closingfollows: (a) (i) such Holder is the legal record or beneficial owner of the Rollover Shares set forth Optioned Securities, or has the right to vote the Voting Securities, listed opposite the name of such Holder on its signature page hereto Schedule 1, (ii) such Optioned Securities or Voting Securities are the only Equity Securities owned of record or beneficially by such Holder or in which such Holder has any interest or which such Holder has the right to vote, as the case may be, and has good and valid title (iii) such Holder does not have any option or other right to such Rollover Shares, free and clear of all Liens except as may be imposed by applicable securities Lawacquire any other Equity Securities; (b) such ▇▇▇▇▇▇ Holder has the requisite right, power and authority to execute and deliver this Agreement, Agreement and to perform such Person’s his obligations hereunder and to consummate the transactions contemplated hereby; (c) if such Holder is not a natural person, such Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (d) this Agreement has been duly executed and delivered by such ▇▇▇▇▇▇ and, if such Holder is not a natural person, the execution, delivery and performance of this Agreement by such Holder, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or similar action on the part of such Person and no other corporate or similar actions or proceedings on the part of such Person are necessary to authorize this Agreement or to consummate the transactions contemplated hereby; (e) assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms; (f) except as contemplated hereby or disclosed in a Schedule 13D filed with the SEC by a Holder, as amended as of the date hereof, there are no options, warrants or other rights or Contracts to which it is a party relating to the pledge, disposition or voting of any of such Holder’s Rollover Shares, and such Rollover Shares are not subject to any voting trust agreement or other Contract to which Holder or any of its Affiliates is a party restricting or otherwise relating to the voting or Transfer of such Rollover Shares (other than the express terms of this Agreement); (g) except for the applicable requirements of the Exchange Act and Laws of the State of Delaware, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Holder for hereunder; the execution, delivery and performance of this Agreement by such Holder will not require the consent of any other person and will not constitute a violation of, conflict with or the consummation by such Holder of the transactions contemplated herebyresult in a default under (i) any contract, and (ii) neither the execution, delivery understanding or performance of this Agreement by such Holder, nor the consummation by such Holder of the transactions contemplated hereby, nor compliance by such Person with any of the provisions hereof shall violate any Contract arrangement to which such Holder is a party or by which such Holder is bound, (ii) any judgment, decree or any property or asset of order applicable to such Holder is bound or affected, in each case which haveHolder, or could have(iii) any law, the effect rule or regulation of preventing, impeding or interfering with or adversely affecting the performance by any governmental body applicable to such Holder of its obligations under Holder; and this Agreement or violate any applicable Law; (h) as of constitutes a valid and binding agreement on the date hereof, there is no Proceeding pending or, to the knowledge part of such Holder, threatened against such Holder or any of Affiliates that restrict, prohibit, or delay (or, if successful, would restrict or prohibit, restrict or delay) the performance by such Holder of its obligations under this Agreement; (i) such Holder (i) has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares, (ii) is a sophisticated investor familiar with the risk and nature of transactions of the type contemplated by this Agreement and the Merger Agreement, (iii) acknowledges that it has been advised to discuss with its own legal, tax and financial advisors the meaning and legal, tax and financial consequences of this Agreement and the transactions contemplated hereby, (iv) acknowledges that the value of the Parent Shares is uncertain and subject to considerable risk and may be less than the Offer Price and that none of Parent, Merger Sub, the Sponsors, the other Holders, or any of their respective Affiliates or Representatives makes any representations or warranties as to the value or performance of the Parent Shares, and (v) acknowledges it must bear and is capable of bearing the economic risk of the Parent Shares for an indefinite period of time as such Parent Shares have not been registered for sale or Transfer under the Securities Act or otherwise and therefore cannot be sold or otherwise Transferred unless either the Parent Shares are subsequently registered thereunder or an exemption from such registration is available; (j) such Holder is (i) acquiring the Parent Shares for such ▇▇▇▇▇▇’s own account, for investment only, and not with a view to any resale or public distribution thereof and (ii) is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act (and, at the date hereof, such Holder has delivered to Parent an executed accredited investor certificate in the form attached as Exhibit B to this Agreement); (k) if such Holder is a married individual and such Holder’s Rollover Shares constitute community property or otherwise require spousal approval in order for this Agreement to be a legally valid and binding obligation of such Holder, this Agreement has been duly executed and delivered by such Holder’s spouse and constitutes a legally valid and binding obligation of such Holder’s spouse, enforceable against such Holder’s spouse in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (lc) any Shares included in the Optioned Securities owned by such Holder understands have been validly issued and acknowledges that Parent are fully paid and ▇▇▇▇▇▇ Sub nonassessable and any shares of Company Common Stock issuable upon exercise of the Stock Options or Warrants, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable; (d) except as set forth on Schedule 1, the Optioned Securities owned by such Holder are entering into this Agreement now, and at all times during the Merger Agreement in reliance upon such ▇▇▇▇▇▇’s execution, delivery and performance term of this Agreement will be, held by such Holder free and the accuracy clear of all adverse claims, liens, encumbrances and security interests, and none of the representations Optioned Securities or Voting Securities are subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting or disposition of the Optioned Securities or Voting Securities; and warranties there are no outstanding options, warrants or rights to purchase or acquire, or agreements (except for this Agreement) relating to, such Optioned Securities or Voting Securities; and (e) upon purchase of the Optioned Securities owned by such Holder hereunderHolder, the Merger Sub will obtain good and marketable title to such Optioned Securities, free and clear of all adverse claims, liens, encumbrances and security interests (except any created by the Merger Sub).

Representations and Warranties of each Holder. Each Holder, severally and not jointly, represents and warrants to Parent that, as of the date hereof and as of the Rollover Closing: (a) : such Holder is the legal owner of the Rollover Shares set forth on its signature page hereto and has good and valid title to such Rollover Shares, free and clear of all Liens except as may be imposed by applicable securities Law; (b) ; such ▇H▇▇▇▇▇ has the requisite power and authority to execute and deliver this Agreement, to perform such Person’s obligations hereunder and to consummate the transactions contemplated hereby; (c) ; if such Holder is not a natural person, such Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (d) ; this Agreement has been duly executed and delivered by such ▇H▇▇▇▇▇ and, if such Holder is not a natural person, the execution, delivery and performance of this Agreement by such Holder, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or similar action on the part of such Person and no other corporate or similar actions or proceedings on the part of such Person are necessary to authorize this Agreement or to consummate the transactions contemplated hereby; (e) ; assuming due authorization, execution and delivery by ParentP▇▇▇▇▇, this Agreement constitutes a legal, valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms; (f) ; except as contemplated hereby or disclosed in a Schedule 13D filed with the SEC by a Holder, as amended as of the date hereof, there are no options, warrants or other rights or Contracts to which it is a party relating to the pledge, disposition or voting of any of such Holder’s Rollover Shares, and such Rollover Shares are not subject to any voting trust agreement or other Contract to which Holder or any of its Affiliates is a party restricting or otherwise relating to the voting or Transfer of such Rollover Shares (other than the express terms of this Agreement); (g) ; except for the applicable requirements of the Exchange Act and Laws of the State of Delaware, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Holder for the execution, delivery and performance of this Agreement by such Holder or the consummation by such Holder of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Holder, nor the consummation by such Holder of the transactions contemplated hereby, nor compliance by such Person with any of the provisions hereof shall violate any Contract to which such Holder is a party or by which such Holder or any property or asset of such Holder is bound or affected, in each case which have, or could have, the effect of preventing, impeding or interfering with or adversely affecting the performance by such Holder of its obligations under this Agreement or violate any applicable Law; (h) ; as of the date hereof, there is no Proceeding pending or, to the knowledge of such Holder, threatened against such Holder or any of Affiliates that restrict, prohibit, or delay (or, if successful, would restrict or prohibit, restrict or delay) the performance by such Holder of its obligations under this Agreement; (i) ; such Holder (i) has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares, (ii) is a sophisticated investor familiar with the risk and nature of transactions of the type contemplated by this Agreement and the Merger Agreement, (iii) acknowledges that it has been advised to discuss with its own legal, tax and financial advisors the meaning and legal, tax and financial consequences of this Agreement and the transactions contemplated hereby, (iv) acknowledges that the value of the Parent Shares is uncertain and subject to considerable risk and may be less than the Offer Price and that none of Parent, Merger Sub, the Sponsors, the other Holders, or any of their respective Affiliates or Representatives makes any representations or warranties as to the value or performance of the Parent Shares, and (v) acknowledges it must bear and is capable of bearing the economic risk of the Parent Shares for an indefinite period of time as such Parent Shares have not been registered for sale or Transfer under the Securities Act or otherwise and therefore cannot be sold or otherwise Transferred unless either the Parent Shares are subsequently registered thereunder or an exemption from such registration is available; (j) ; such Holder is (i) acquiring the Parent Shares for such ▇H▇▇▇▇▇’s own account, for investment only, and not with a view to any resale or public distribution thereof and (ii) is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act (and, at the date hereof, such Holder has delivered to Parent an executed accredited investor certificate in the form attached as Exhibit B to this Agreement); (k) ; if such Holder H▇▇▇▇▇ is a married individual and such HolderH▇▇▇▇▇’s Rollover Shares constitute community property or otherwise require spousal approval in order for this Agreement to be a legally valid and binding obligation of such Holder, this Agreement has been duly executed and delivered by such Holder’s spouse and constitutes a legally valid and binding obligation of such Holder’s spouse, enforceable against such Holder’s spouse in accordance with its terms; (l) ; such Holder understands and acknowledges that Parent and ▇▇▇▇▇▇ Merger Sub are entering into this Agreement and the Merger Agreement in reliance upon such ▇H▇▇▇▇▇’s execution, delivery and performance of this Agreement and the accuracy of the representations and warranties of such Holder hereunder.

Representations and Warranties of each Holder. Each Holder, severally and not jointly, represents and warrants to Parent that, as of the date hereof and as of the Rollover Closing: (a) : such Holder is the legal owner of the Rollover Shares set forth on its signature page hereto and has good and valid title to such Rollover Shares, free and clear of all Liens except as may be imposed by applicable securities Law; (b) ; such ▇▇▇▇▇▇ has the requisite power and authority to execute and deliver this Agreement, to perform such Person’s obligations hereunder and to consummate the transactions contemplated hereby; (c) ; if such Holder is not a natural person, such Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (d) ; this Agreement has been duly executed and delivered by such ▇▇▇▇▇▇ and, if such Holder is not a natural person, the execution, delivery and performance of this Agreement by such Holder, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or similar action on the part of such Person and no other corporate or similar actions or proceedings on the part of such Person are necessary to authorize this Agreement or to consummate the transactions contemplated hereby; (e) ; assuming due authorization, execution and delivery by Parent▇▇▇▇▇▇, this Agreement constitutes a legal, valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms; (f) ; except as contemplated hereby or disclosed in a Schedule 13D filed with the SEC by a Holder, as amended as of the date hereof, there are no options, warrants or other rights or Contracts to which it is a party relating to the pledge, disposition or voting of any of such Holder’s Rollover Shares, and such Rollover Shares are not subject to any voting trust agreement or other Contract to which Holder or any of its Affiliates is a party restricting or otherwise relating to the voting or Transfer of such Rollover Shares (other than the express terms of this Agreement); (g) ; except for the applicable requirements of the Exchange Act and Laws of the State of Delaware, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Holder for the execution, delivery and performance of this Agreement by such Holder or the consummation by such Holder of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Holder, nor the consummation by such Holder of the transactions contemplated hereby, nor compliance by such Person with any of the provisions hereof shall violate any Contract to which such Holder is a party or by which such Holder or any property or asset of such Holder is bound or affected, in each case which have, or could have, the effect of preventing, impeding or interfering with or adversely affecting the performance by such Holder of its obligations under this Agreement or violate any applicable Law; (h) ; as of the date hereof, there is no Proceeding pending or, to the knowledge of such Holder, threatened against such Holder or any of Affiliates that restrict, prohibit, or delay (or, if successful, would restrict or prohibit, restrict or delay) the performance by such Holder of its obligations under this Agreement; (i) ; such Holder (i) has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares, (ii) is a sophisticated investor familiar with the risk and nature of transactions of the type contemplated by this Agreement and the Merger Agreement, (iii) acknowledges that it has been advised to discuss with its own legal, tax and financial advisors the meaning and legal, tax and financial consequences of this Agreement and the transactions contemplated hereby, (iv) acknowledges that the value of the Parent Shares is uncertain and subject to considerable risk and may be less than the Offer Price and that none of Parent, Merger Sub, the Sponsors, the other Holders, or any of their respective Affiliates or Representatives makes any representations or warranties as to the value or performance of the Parent Shares, and (v) acknowledges it must bear and is capable of bearing the economic risk of the Parent Shares for an indefinite period of time as such Parent Shares have not been registered for sale or Transfer under the Securities Act or otherwise and therefore cannot be sold or otherwise Transferred unless either the Parent Shares are subsequently registered thereunder or an exemption from such registration is available; (j) ; such Holder is (i) acquiring the Parent Shares for such ▇▇▇▇▇▇’s own account, for investment only, and not with a view to any resale or public distribution thereof and (ii) is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act (and, at the date hereof, such Holder has delivered to Parent an executed accredited investor certificate in the form attached as Exhibit B to this Agreement); (k) ; if such Holder ▇▇▇▇▇▇ is a married individual and such Holder▇▇▇▇▇▇’s Rollover Shares constitute community property or otherwise require spousal approval in order for this Agreement to be a legally valid and binding obligation of such Holder, this Agreement has been duly executed and delivered by such Holder’s spouse and constitutes a legally valid and binding obligation of such Holder’s spouse, enforceable against such Holder’s spouse in accordance with its terms; (l) ; such Holder understands and acknowledges that Parent and ▇▇▇▇▇▇ Merger Sub are entering into this Agreement and the Merger Agreement in reliance upon such ▇▇▇▇▇▇’s execution, delivery and performance of this Agreement and the accuracy of the representations and warranties of such Holder hereunder.