Common use of Representations, Warranties and Agreements of the Purchaser Clause in Contracts

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Seller, as of the Closing Date, as follows: 3.1 The Purchaser is a limited partnership, duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation, and has the power to carry on its business as it is now being conducted and to consummate the transactions contemplated by this Agreement. 3.2 The execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Purchaser and have been duly authorized by all necessary action on the part of the Purchaser. The execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, require no approval of, filing with, or other action by the Purchaser, by or in respect of, any governmental body, agency, or official or any other person, other than other than a filing of a Schedule 13D or 13G by the parties hereto, an amendment to Seller’s existing Schedule 13G, any required filings by Seller or its affiliates under Section 16 of the Exchange Act, the filing of a Form 8-K under the Exchange Act by the Company or such as has been previously obtained, made, or taken prior to the Closing Date. 3.3 This Agreement has been (a) duly executed and delivered by the Purchaser and (b) constitutes a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable Law. 3.4 Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Purchaser is subject, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Purchaser is a party or by which the Purchaser is bound or to which any of the assets of the Purchaser is subject, other than (in the case of clause (b) only) as would not materially adversely affect the Purchaser’s business, properties, assets, prospects, or financial condition, taken as a whole, or the Purchaser’s ability to consummate the transactions contemplated hereby. 3.5 No broker or finder has acted for the Purchaser in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements, or understandings made by or on behalf of the Purchaser. 3.6 The Purchaser is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated under this Agreement. The Purchaser is acquiring the Purchased Shares for investment for the Purchaser’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. The Purchaser further represents that it does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to any third person with respect to any of the Purchased Shares. The Purchaser represents that by reason of its, or of its management’s, business and financial experience, the Purchaser has the capacity to evaluate the merits and risks of its investment in the Purchased Shares and to protect its own interests in connection with the transactions contemplated in this Agreement. The Purchaser’s financial condition is such that it is able to bear all economic risks of investment in the Purchased Shares, including a complete loss of its investment. 3.7 The Purchaser has received and reviewed information about the Company and has had an opportunity to discuss the Company’s business, management, and financial affairs with the Company’s management and to review the Company’s facilities. The Purchaser believes it has received all the information it considers necessary or appropriate to decide whether to purchase the Purchased Shares. The Purchaser understands and acknowledges that such discussions, as well as any written information issued with respect to the Company, (a) were intended to describe the aspects of the Company’s business and prospects that the Company believes to be material, but were not necessarily an exhaustive description, and (b) may have contained forward-looking statements involving known and unknown risks and uncertainties that may cause the Company’s actual results in future periods or plans for future periods to differ materially from what was anticipated, and that no representations or warranties were or are being made with respect to any such forward-looking statements or the probability of achieving any of the results projected in any of such forward-looking statements. The foregoing, however, does not limit or modify the representations and warranties of the Seller in Article II of this Agreement or the right of the Purchaser to rely thereon, or in any way restrict or otherwise limit the Purchaser’s right to bring any action or proceeding based upon fraud.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, to the SellerCompany, as of the date hereof and as of the date of the Closing Date, as followsthe following: 3.1 (a) The Purchaser has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective investment in the Company, and has carefully reviewed and understands the risks of, and other considerations relating to, the purchase of Securities and the tax consequences of the investment, and has the ability to bear the economic risks of the investment. The Purchaser can afford the loss of his, her or its entire investment. (b) The Purchaser (i) if a natural person, represents that he or she is the greater of (A) 21 years of age or (B) the age of legal majority in his or her jurisdiction of residence, and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a limited corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Securities, such entity is duly formedorganized, validly existing, existing and in good standing under the laws of its the state or jurisdiction of formationits organization, and has the power to carry on its business as it is now being conducted and to consummate the transactions contemplated by this Agreement. 3.2 The execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Securities, the execution and delivery of the Purchaser and have this Agreement has been duly authorized by all necessary action on the part of the Purchaser. The executionaction, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, require no approval of, filing with, or other action by the Purchaser, by or in respect of, any governmental body, agency, or official or any other person, other than other than a filing of a Schedule 13D or 13G by the parties hereto, an amendment to Seller’s existing Schedule 13G, any required filings by Seller or its affiliates under Section 16 of the Exchange Act, the filing of a Form 8-K under the Exchange Act by the Company or such as has been previously obtained, made, or taken prior to the Closing Date. 3.3 This Agreement has been (a) duly executed and delivered by on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a representative or fiduciary capacity, represents that he, she or it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, w▇▇▇, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Agreement, and (b) such individual, partnership, w▇▇▇, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and make an investment in the Company, and represents that this Agreement constitutes a legal, valid, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable Law. 3.4 Neither the such entity. The execution and the delivery of this AgreementAgreement will not violate or be in conflict with any order, nor the consummation of the transactions contemplated hereby, will (a) violate any constitution, statute, regulation, rulejudgment, injunction, judgment, order, decree, ruling, charge, agreement or other restriction of any government, governmental agency, or court to which the Purchaser is subject, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement controlling document to which the Purchaser is a party or by which the Purchaser it is bound or to which any of the assets of the Purchaser is subject, other than (in the case of clause (b) only) as would not materially adversely affect the Purchaser’s business, properties, assets, prospects, or financial condition, taken as a whole, or the Purchaser’s ability to consummate the transactions contemplated herebybound. 3.5 No broker or finder has acted for the Purchaser in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements, or understandings made by or on behalf of the Purchaser. 3.6 The Purchaser is an “accredited investor” as defined in Rule 501(a(c) promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated under this Agreement. The Purchaser is acquiring the Purchased Shares for investment for the Purchaser’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. The Purchaser further represents that it does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to any third person with respect to any of the Purchased Shares. The Purchaser represents that by reason of its, or of its management’s, business and financial experience, the Purchaser has the capacity to evaluate the merits and risks of its investment in the Purchased Shares and to protect its own interests in connection with the transactions contemplated in this Agreement. The Purchaser’s financial condition is such that it is able to bear all economic risks of investment in the Purchased Shares, including a complete loss of its investment. 3.7 The Purchaser has received received, reviewed and reviewed understood the information about the Company Company, including the SEC Reports, and has had an opportunity to discuss the Company’s business, management, management and financial affairs with the Company’s management and to review the Company’s facilities. The Purchaser believes it has received all the information it considers necessary or appropriate to decide whether to purchase the Purchased Sharesmanagement. The Purchaser understands and acknowledges that such discussions, as well as any written information issued with respect to the CompanySEC Reports, (a) were intended to describe the aspects of the Company’s business and prospects that and the Offering which the Company believes to be material, but were not necessarily an a thorough or exhaustive description, and (b) may have contained forward-looking statements involving known except as expressly set forth in this Agreement, the Company makes no representation or warranty with respect to the completeness of such information and unknown risks and uncertainties that may cause the Company’s actual results in future periods makes no representation or plans for future periods to differ materially from what was anticipated, and that no representations or warranties were or are being made warranty of any kind with respect to any information provided by any entity other than the Company. Some of such forwardinformation may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. The Purchaser acknowledges that he, she or it is not relying upon any person or entity, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Additionally, the Purchaser understands and represents that he, she or it is purchasing the Securities notwithstanding the fact that the Company may disclose in the future certain material information the Purchaser has not received, including (without limitation) financial statements of the Company for the current or prior fiscal periods, and any subsequent period financial statements that will be filed with the SEC. Each Purchaser has sought such accounting, legal and tax advice as the Purchaser has considered necessary to make an informed investment decision with respect to his, her or its acquisition of the Securities. (d) The Purchaser acknowledges that neither the Company nor the Placement Agent is acting as a financial advisor or fiduciary of the Purchaser (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and no investment advice has been given by the Company, the Placement Agent or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby. The Purchaser further represents to the Company that the Purchaser’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Purchaser and the Purchaser’s representatives. (e) As of the Closing, all actions on the part of Purchaser, and its officers, directors and partners, if applicable, necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Purchaser hereunder and thereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto and thereto, constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their respective terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights. (f) Purchaser represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control with it, nor any person having a beneficial interest in the Purchaser, nor any person on whose behalf the Purchaser is acting: (i) is a person listed in the Annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (iii) is a non-looking statements U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political figure or an immediate family member or close associate of such figure; or (v) is otherwise prohibited from investing in the probability Company pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules or orders (categories (i) through (v), each a “Prohibited Purchaser”). The Purchaser agrees to provide the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti- money laundering, anti-terrorist and asset control laws, regulations, rules and orders. The Purchaser consents to the disclosure to U.S. regulators and law enforcement authorities by the Company and its Affiliates and agents of achieving such information about the Purchaser as the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules and orders. If the Purchaser is a financial institution that is subject to the USA Patriot Act, the Purchaser represents that it has met all of its obligations under the USA Patriot Act. The Purchaser acknowledges that if, following its investment in the Company, the Company reasonably believes that the Purchaser is a Prohibited Purchaser or is otherwise engaged in suspicious activity or refuses to promptly provide information that the Company requests, the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment in accordance with applicable regulations or immediately require the Purchaser to transfer the Securities. The Purchaser further acknowledges that neither the Purchaser nor any of the results projected Purchaser’s Affiliates or agents will have any claim against the Company for any form of damages as a result of any of the foregoing actions. (g) If the Purchaser is Affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated Affiliate. (h) The Purchaser or its duly authorized representative realizes that because of the inherently speculative nature of businesses of the kind conducted and contemplated by the Company, the Company’s financial results may be expected to fluctuate from month to month and from period to period and will, generally, involve a high degree of financial and market risk that could result in substantial or, at times, even total losses for investors in securities of the Company. The Purchaser has carefully read the risk factors and other information (including the financial statements of the Company) included in the SEC Reports. The Purchaser has carefully considered such risk factors before deciding to invest in the Securities. (i) The Purchaser has adequate means of providing for its current and anticipated financial needs and contingencies, is able to bear the economic risk for an indefinite period of time and has no need for liquidity of the investment in the Securities and could afford complete loss of such forward-looking statementsinvestment. (j) The Purchaser is not subscribing for Securities as a result of or subsequent to any advertisement, article, notice or other communication, published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in securities generally. (k) The Purchaser acknowledges that no U.S. federal or state agency or any other government or governmental agency has passed upon the Securities or made any finding or determination as to the fairness, suitability or wisdom of any investments therein. (l) Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any individual or entity acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales (as defined below), of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other individual or entity representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. The Notwithstanding the foregoing, however, does not limit or modify in the representations case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and warranties the portfolio managers have no direct knowledge of the Seller investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other individuals or entities party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in Article II connection with this transaction (including the existence and terms of this Agreement transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the right identification of the Purchaser to rely thereonavailability of, or securing of, available shares to borrow in any way restrict order to effect Short Sales or otherwise limit similar transactions in the Purchaser’s right future. For purposes of this Agreement, “Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to bring any action or proceeding based upon fraudinclude the location and/or reservation of borrowable shares of Common Stock).

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the SellerSellers, as of the date hereof and as of the Closing Date, as follows: 3.1 The Purchaser is a limited partnership, corporation duly formed, formed and validly existing, and in good standing existing under the laws of its jurisdiction of formation, and has the power to carry on its business as it is now being conducted and to enter into this Agreement and consummate the transactions contemplated by this Agreement. 3.2 The execution, delivery, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Purchaser and have been duly authorized by all necessary action on the part of the Purchaser. The execution, delivery, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, hereby require no approval of, filing with, or other action by the Purchaser, by or in respect of, any governmental body, agency, agency or official or any other person, other than other than a filing of a Schedule 13D or 13G any filings by the parties hereto, an amendment to Seller’s existing Schedule 13G, any required filings by Seller Purchaser or its affiliates required to be made after the Closing Date under Section 16 of the Exchange Act, the filing of a Form 8-K under the Exchange Act by the Company or such as has been previously obtained, made, or taken prior to the Closing Date. 3.3 This Agreement has been (a) duly executed and delivered by the Purchaser and (b) assuming the due authorization, execution and delivery of this Agreement by the Sellers, constitutes a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to except as the enforceability hereof may be limited by (i) applicable Lawbankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding at law or in equity. 3.4 Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate in a material respect any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, order or other restriction of any government, governmental agency, agency or court to which the Purchaser is subject, or ; (b) conflict with, result in a material breach of, or constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, license or other arrangement instrument to which the Purchaser is a party or by which the Purchaser is bound bound; or to which (c) conflict with or result in any breach of any provision of the assets organizational documents of the Purchaser is subject, other than (in the case of clause (b) only) as would not materially adversely affect the Purchaser’s business, properties, assets, prospects, or financial condition, taken as a whole, or the Purchaser’s ability to consummate the transactions contemplated hereby. 3.5 No broker or finder has acted for the Purchaser in connection with this Agreement or the transactions contemplated herebyinvestment bank, and no financial advisor, broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements, arrangements or understandings made by or on behalf of the Purchaser. 3.6 The Purchaser is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is as to be capable of evaluating the merits and risks of the transactions contemplated under this Agreement. The Purchaser is acquiring the Purchased Shares for investment for the Purchaser’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. The Purchaser further represents that it does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to any third person with respect to any of the Purchased Shares. The Purchaser represents that by reason of its, or of its management’s, business and financial experience, the Purchaser has the capacity to evaluate the merits and risks of its investment in the Purchased Shares and to protect the other transactions contemplated hereby, and is entering into such transactions with a full understanding of all of the terms, conditions and risks thereof and knowingly and willingly assumes such terms, conditions and risks. The Purchaser acknowledges and agrees that it has made its own interests in connection with inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the transactions contemplated in this AgreementCompany and its business and operations, and has had, and has, full access to such information about the Company and its business and operations as the Purchaser requires. The Purchaser’s financial condition is such that it is able to bear all economic risks of investment in the Purchased SharesTHE PURCHASER UNDERSTANDS THAT THE SELLERS MAY POSSESS MATERIAL, including a complete loss of its investmentNON-PUBLIC INFORMATION RELATING TO THE COMPANY AND THE ORDINARY SHARES. THE PURCHASER REPRESENTS, WARRANTS AND AGREES THAT IT HAS NOT REQUESTED FROM THE SELLERS (OR ANY OF THE SELLERS’ AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES) AND HAS NOT RECEIVED FROM THE SELLERS (OR ANY OF THE SELLERS’ AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES) ANY INFORMATION ABOUT THE COMPANY AND ITS BUSINESS AND OPERATIONS AND UNDERSTANDS AND APPRECIATES THE SIGNIFICANCE OF THERE BEING UNDISCLOSED INFORMATION, POSSIBLY INCLUDING MATERIAL INFORMATION, WITH RESPECT THERETO AND WITH RESPECT TO THE ORDINARY SHARES. THE PURCHASER REPRESENTS, WARRANTS AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF EACH SELLER AS EXPRESSLY SET FORTH IN ARTICLE II HEREOF, NONE OF THE SELLERS, THE SELLERS’ AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES MAKES OR HAS MADE, OR SHALL BE DEEMED TO HAVE MADE, TO THE PURCHASER OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER (ORAL OR WRITTEN, EXPRESS OR IMPLIED), AND NO PERSON HAS BEEN AUTHORIZED BY THE SELLERS TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO THE COMPANY OR ITS BUSINESS OR OPERATIONS OR OTHERWISE IN CONNECTION WITH THE PURCHASE AND SALE OF THE PURCHASED SHARES AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, AND REPRESENTS, WARRANTS AND AGREES THAT IN DETERMINING TO ENTER INTO AND PERFORM THIS AGREEMENT, THE PURCHASER HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT (ORAL OR WRITTEN, EXPRESS OR IMPLIED), RELATING TO THE COMPANY OR ITS BUSINESS OR OPERATIONS OR OTHERWISE IN CONNECTION WITH THE PURCHASE AND SALE OF THE PURCHASED SHARES AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THE RESPECTIVE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLERS EXPRESSLY SET FORTH HEREIN. 3.7 The Purchaser has received and reviewed information about acknowledges that the Company and has had an opportunity to discuss the Company’s businessPurchased Shares have not been, managementare not, and financial affairs with may not be registered under the Company’s management and to review Securities Act of 1933, as amended (the Company’s facilities. “Securities Act”), or applicable laws of any state or other jurisdiction. 3.8 The Purchaser believes it has received all is acquiring the information it considers necessary or appropriate Purchased Shares for its own account for investment only and not with a view to decide whether to purchase distributing the Purchased Shares. . 3.9 The Purchaser acknowledges that the Purchased Shares will bear a restrictive legend to the effect that the Purchased Shares are subject to the restrictions in this Agreement and have not been registered under the Securities Act. 3.10 Subject to Section 1.3.3, the Purchaser has funds readily and unconditionally available sufficient to fund the purchase of the Purchased Shares contemplated hereunder. 3.11 The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D as promulgated by the SEC under the Securities Act. 3.12 The Purchaser is not a U.S. person (as defined in Regulation S of the Securities Act) and is located outside the United States (within the meaning of Regulation S under the Securities Act). 3.13 The Purchaser understands that the Purchased Shares are being offered and acknowledges sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Sellers are relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such discussionsexemptions and the eligibility of the Purchaser to acquire the Purchased Shares. 3.14 The operations of the Purchaser are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the anti-money laundering laws and regulations of the United States and any related or similar statutes (including, as well as without limitation, the U.S. PATRIOT Act of 2001), rules, regulations or guidelines, issued, administered or enforced by any written information issued governmental agency (collectively, the “Anti-Money Laundering Laws”); the Purchaser’s purchase of the Purchased Shares will not violate any Anti-Money Laundering Laws; and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Purchaser with respect to the CompanyAnti-Money Laundering Laws is pending or, (a) were intended to describe the aspects best knowledge of the Company’s business and prospects that the Company believes to be materialPurchaser, but were not necessarily an exhaustive description, and (b) may have contained forward-looking statements involving known and unknown risks and uncertainties that may cause the Company’s actual results in future periods or plans for future periods to differ materially from what was anticipated, and that no representations or warranties were or are being made with respect to any such forward-looking statements or the probability of achieving any of the results projected in any of such forward-looking statements. The foregoing, however, does not limit or modify the representations and warranties of the Seller in Article II of this Agreement or the right of the Purchaser to rely thereon, or in any way restrict or otherwise limit the Purchaser’s right to bring any action or proceeding based upon fraudthreatened.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, to the SellerCompany, as of the date hereof and as of the date of the Closing Date, as followsthe following: 3.1 (a) The Purchaser has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective investment in the Company, and has carefully reviewed and understands the risks of, and other considerations relating to, the purchase of Securities and the tax consequences of the investment, and has the ability to bear the economic risks of the investment. The Purchaser can afford the loss of his, her or its entire investment. (b) The Purchaser (i) if a natural person, represents that he or she is the greater of (A) 21 years of age or (B) the age of legal majority in his or her jurisdiction of residence, and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a limited corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Securities, such entity is duly formedorganized, validly existing, existing and in good standing under the laws of its the state or jurisdiction of formationits organization, and has the power to carry on its business as it is now being conducted and to consummate the transactions contemplated by this Agreement. 3.2 The execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Securities, the execution and delivery of the Purchaser and have this Agreement has been duly authorized by all necessary action on the part of the Purchaser. The executionaction, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, require no approval of, filing with, or other action by the Purchaser, by or in respect of, any governmental body, agency, or official or any other person, other than other than a filing of a Schedule 13D or 13G by the parties hereto, an amendment to Seller’s existing Schedule 13G, any required filings by Seller or its affiliates under Section 16 of the Exchange Act, the filing of a Form 8-K under the Exchange Act by the Company or such as has been previously obtained, made, or taken prior to the Closing Date. 3.3 This Agreement has been (a) duly executed and delivered by on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a representative or fiduciary capacity, represents that he, she or it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, w▇▇▇, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Agreement, and (b) such individual, partnership, w▇▇▇, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and make an investment in the Company, and represents that this Agreement constitutes a legal, valid, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable Law. 3.4 Neither the such entity. The execution and the delivery of this AgreementAgreement will not violate or be in conflict with any order, nor the consummation of the transactions contemplated hereby, will (a) violate any constitution, statute, regulation, rulejudgment, injunction, judgment, order, decree, ruling, charge, agreement or other restriction of any government, governmental agency, or court to which the Purchaser is subject, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement controlling document to which the Purchaser is a party or by which the Purchaser it is bound or to which any of the assets of the Purchaser is subject, other than (in the case of clause (b) only) as would not materially adversely affect the Purchaser’s business, properties, assets, prospects, or financial condition, taken as a whole, or the Purchaser’s ability to consummate the transactions contemplated herebybound. 3.5 No broker or finder has acted for the Purchaser in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements, or understandings made by or on behalf of the Purchaser. 3.6 The Purchaser is an “accredited investor” as defined in Rule 501(a(c) promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated under this Agreement. The Purchaser is acquiring the Purchased Shares for investment for the Purchaser’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. The Purchaser further represents that it does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to any third person with respect to any of the Purchased Shares. The Purchaser represents that by reason of its, or of its management’s, business and financial experience, the Purchaser has the capacity to evaluate the merits and risks of its investment in the Purchased Shares and to protect its own interests in connection with the transactions contemplated in this Agreement. The Purchaser’s financial condition is such that it is able to bear all economic risks of investment in the Purchased Shares, including a complete loss of its investment. 3.7 The Purchaser has received received, reviewed and reviewed understood the information about the Company Company, including the SEC Reports, and has had an opportunity to discuss the Company’s business, management, management and financial affairs with the Company’s management and to review the Company’s facilities. The Purchaser believes it has received all the information it considers necessary or appropriate to decide whether to purchase the Purchased Sharesmanagement. The Purchaser understands and acknowledges that such discussions, as well as any written information issued with respect to the CompanySEC Reports, (a) were intended to describe the aspects of the Company’s business and prospects that and the Offering which the Company believes to be material, but were not necessarily an a thorough or exhaustive description, and (b) may have contained forward-looking statements involving known except as expressly set forth in this Agreement, the Company makes no representation or warranty with respect to the completeness of such information and unknown risks and uncertainties that may cause the Company’s actual results in future periods makes no representation or plans for future periods to differ materially from what was anticipated, and that no representations or warranties were or are being made warranty of any kind with respect to any information provided by any entity other than the Company. Some of such forwardinformation may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. The Purchaser acknowledges that he, she or it is not relying upon any person or entity, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Additionally, the Purchaser understands and represents that he, she or it is purchasing the Securities notwithstanding the fact that the Company may disclose in the future certain material information the Purchaser has not received, including (without limitation) financial statements of the Company for the current or prior fiscal periods, and any subsequent period financial statements that will be filed with the SEC. Each Purchaser has sought such accounting, legal and tax advice as the Purchaser has considered necessary to make an informed investment decision with respect to his, her or its acquisition of the Securities. (d) The Purchaser acknowledges that neither the Company nor the Advisor is acting as a financial advisor or fiduciary of the Purchaser (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and no investment advice has been given by the Company, the Advisor or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby. The Purchaser further represents to the Company that the Purchaser’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Purchaser and the Purchaser’s representatives. (e) As of the Closing, all actions on the part of Purchaser, and its officers, directors and partners, if applicable, necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Purchaser hereunder and thereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto and thereto, constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their respective terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights. (f) Purchaser represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control with it, nor any person having a beneficial interest in the Purchaser, nor any person on whose behalf the Purchaser is acting: (i) is a person listed in the Annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (iii) is a non-looking statements U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political figure or an immediate family member or close associate of such figure; or (v) is otherwise prohibited from investing in the probability Company pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules or orders (categories (i) through (v), each a “Prohibited Purchaser”). The Purchaser agrees to provide the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti- money laundering, anti-terrorist and asset control laws, regulations, rules and orders. The Purchaser consents to the disclosure to U.S. regulators and law enforcement authorities by the Company and its Affiliates and agents of achieving such information about the Purchaser as the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules and orders. If the Purchaser is a financial institution that is subject to the USA Patriot Act, the Purchaser represents that it has met all of its obligations under the USA Patriot Act. The Purchaser acknowledges that if, following its investment in the Company, the Company reasonably believes that the Purchaser is a Prohibited Purchaser or is otherwise engaged in suspicious activity or refuses to promptly provide information that the Company requests, the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment in accordance with applicable regulations or immediately require the Purchaser to transfer the Securities. The Purchaser further acknowledges that neither the Purchaser nor any of the results projected Purchaser’s Affiliates or agents will have any claim against the Company for any form of damages as a result of any of the foregoing actions. (g) If the Purchaser is Affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated Affiliate. (h) The Purchaser or its duly authorized representative realizes that because of the inherently speculative nature of businesses of the kind conducted and contemplated by the Company, the Company’s financial results may be expected to fluctuate from month to month and from period to period and will, generally, involve a high degree of financial and market risk that could result in substantial or, at times, even total losses for investors in securities of the Company. The Purchaser has carefully read the risk factors and other information (including the financial statements of the Company) included in the SEC Reports. The Purchaser has carefully considered such risk factors before deciding to invest in the Securities. (i) The Purchaser has adequate means of providing for its current and anticipated financial needs and contingencies, is able to bear the economic risk for an indefinite period of time and has no need for liquidity of the investment in the Securities and could afford complete loss of such forward-looking statementsinvestment. (j) The Purchaser is not subscribing for Securities as a result of or subsequent to any advertisement, article, notice or other communication, published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in securities generally. (k) The Purchaser acknowledges that no U.S. federal or state agency or any other government or governmental agency has passed upon the Securities or made any finding or determination as to the fairness, suitability or wisdom of any investments therein. (l) Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any individual or entity acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales (as defined below), of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other individual or entity representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. The Notwithstanding the foregoing, however, does not limit or modify in the representations case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and warranties the portfolio managers have no direct knowledge of the Seller investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other individuals or entities party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in Article II connection with this transaction (including the existence and terms of this Agreement transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the right identification of the Purchaser to rely thereonavailability of, or securing of, available shares to borrow in any way restrict order to effect Short Sales or otherwise limit similar transactions in the Purchaser’s right future. For purposes of this Agreement, “Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to bring any action or proceeding based upon fraudinclude the location and/or reservation of borrowable shares of Common Stock).

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, the Seller, as of the date hereof and as of the Closing Date, as follows: 3.1 The Purchaser is a limited partnership, corporation duly formed, formed and validly existing, and in good standing existing under the laws of its jurisdiction of formation, and has the power to carry on its business as it is now being conducted and to enter into this Agreement and consummate the transactions contemplated by this Agreement. 3.2 The execution, delivery, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Purchaser and have been duly authorized by all necessary action on the part of the Purchaser. The execution, delivery, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, hereby require no approval of, filing with, or other action by the Purchaser, by or in respect of, any governmental body, agency, agency or official or any other person, other than other than a filing of a Schedule 13D or 13G any filings by the parties hereto, an amendment to Seller’s existing Schedule 13G, any required filings by Seller Purchaser or its affiliates required to be made after the Closing Date under Section 16 of the Exchange Act, the filing of a Form 8-K under the Exchange Act by the Company or such as has been previously obtained, made, or taken prior to the Closing Date. 3.3 This Agreement has been (a) duly executed and delivered by the Purchaser and (b) assuming the due authorization, execution and delivery of this Agreement by the Seller, constitutes a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to except as the enforceability hereof may be limited by (i) applicable Lawbankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding at law or in equity. 3.4 Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate in a material respect any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, order or other restriction of any government, governmental agency, agency or court to which the Purchaser is subject, or ; (b) conflict with, result in a material breach of, or constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, license or other arrangement instrument to which the Purchaser is a party or by which the Purchaser is bound bound; or to which (c) conflict with or result in any breach of any provision of the assets organizational documents of the Purchaser is subject, other than (in the case of clause (b) only) as would not materially adversely affect the Purchaser’s business, properties, assets, prospects, or financial condition, taken as a whole, or the Purchaser’s ability to consummate the transactions contemplated hereby. 3.5 No broker or finder has acted for the Purchaser in connection with this Agreement or the transactions contemplated herebyinvestment bank, and no financial advisor, broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements, arrangements or understandings made by or on behalf of the Purchaser. 3.6 The Purchaser is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is as to be capable of evaluating the merits and risks of the transactions contemplated under this Agreement. The Purchaser is acquiring the Purchased Shares for investment for the Purchaser’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. The Purchaser further represents that it does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to any third person with respect to any of the Purchased Shares. The Purchaser represents that by reason of its, or of its management’s, business and financial experience, the Purchaser has the capacity to evaluate the merits and risks of its investment in the Purchased Shares and to protect the other transactions contemplated hereby, and is entering into such transactions with a full understanding of all of the terms, conditions and risks thereof and knowingly and willingly assumes such terms, conditions and risks. The Purchaser acknowledges and agrees that it has made its own interests in connection with inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the transactions contemplated in this AgreementCompany and its business and operations, and has had, and has, full access to such information about the Company and its business and operations as the Purchaser requires. The Purchaser’s financial condition is such that it is able to bear all economic risks of investment in the Purchased SharesTHE PURCHASER UNDERSTANDS THAT THE SELLER MAY POSSESS MATERIAL, including a complete loss of its investmentNON-PUBLIC INFORMATION RELATING TO THE COMPANY AND THE ORDINARY SHARES. THE PURCHASER REPRESENTS, WARRANTS AND AGREES THAT IT HAS NOT REQUESTED FROM THE SELLER (OR ANY OF THE SELLER’ AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES) AND HAS NOT RECEIVED FROM THE SELLER (OR ANY OF THE SELLER’ AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES) ANY INFORMATION ABOUT THE COMPANY AND ITS BUSINESS AND OPERATIONS AND UNDERSTANDS AND APPRECIATES THE SIGNIFICANCE OF THERE BEING UNDISCLOSED INFORMATION, POSSIBLY INCLUDING MATERIAL INFORMATION, WITH RESPECT THERETO AND WITH RESPECT TO THE ORDINARY SHARES. THE PURCHASER REPRESENTS, WARRANTS AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLER AS EXPRESSLY SET FORTH IN ARTICLE II HEREOF, NONE OF THE SELLER, THE SELLER’ AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES MAKES OR HAS MADE, OR SHALL BE DEEMED TO HAVE MADE, TO THE PURCHASER OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER (ORAL OR WRITTEN, EXPRESS OR IMPLIED), AND NO PERSON HAS BEEN AUTHORIZED BY THE SELLER TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO THE COMPANY OR ITS BUSINESS OR OPERATIONS OR OTHERWISE IN CONNECTION WITH THE PURCHASE AND SALE OF THE PURCHASED SHARES AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, AND REPRESENTS, WARRANTS AND AGREES THAT IN DETERMINING TO ENTER INTO AND PERFORM THIS AGREEMENT, THE PURCHASER HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT (ORAL OR WRITTEN, EXPRESS OR IMPLIED), RELATING TO THE COMPANY OR ITS BUSINESS OR OPERATIONS OR OTHERWISE IN CONNECTION WITH THE PURCHASE AND SALE OF THE PURCHASED SHARES AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THE RESPECTIVE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLER EXPRESSLY SET FORTH HEREIN. 3.7 The Purchaser has received and reviewed information about acknowledges that the Company and has had an opportunity to discuss the Company’s businessPurchased Shares have not been, managementare not, and financial affairs with may not be registered under the Company’s management and to review Securities Act of 1933, as amended (the Company’s facilities. “ Securities Act ”), or applicable laws of any state or other jurisdiction. 3.8 The Purchaser believes it has received all is acquiring the information it considers necessary or appropriate Purchased Shares for its own account for investment only and not with a view to decide whether to purchase distributing the Purchased Shares. . 3.9 The Purchaser acknowledges that the Purchased Shares will bear a restrictive legend to the effect that the Purchased Shares are subject to the restrictions in this Agreement and have not been registered under the Securities Act. 3.10 Subject to Section 1.3.3, the Purchaser might have funds readily and unconditionally available sufficient to fund the purchase of the Purchased Shares contemplated hereunder. 3.11 The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D as promulgated by the SEC under the Securities Act. 3.12 The Purchaser is not a U.S. person (as defined in Regulation S of the Securities Act) and is located outside the United States (within the meaning of Regulation S under the Securities Act). 3.13 The Purchaser understands that the Purchased Shares are being offered and acknowledges sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Seller are relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such discussionsexemptions and the eligibility of the Purchaser to acquire the Purchased Shares. 3.14 The operations of the Purchaser are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the anti-money laundering laws and regulations of the United States and any related or similar statutes (including, as well as without limitation, the U.S. PATRIOT Act of 2001), rules, regulations or guidelines, issued, administered or enforced by any written information issued governmental agency (collectively, the “ Anti-Money Laundering Laws ”); the Purchaser’s purchase of the Purchased Shares will not violate any Anti-Money Laundering Laws; and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Purchaser with respect to the CompanyAnti-Money Laundering Laws is pending or, (a) were intended to describe the aspects best knowledge of the Company’s business and prospects that the Company believes to be materialPurchaser, but were not necessarily an exhaustive description, and (b) may have contained forward-looking statements involving known and unknown risks and uncertainties that may cause the Company’s actual results in future periods or plans for future periods to differ materially from what was anticipated, and that no representations or warranties were or are being made with respect to any such forward-looking statements or the probability of achieving any of the results projected in any of such forward-looking statements. The foregoing, however, does not limit or modify the representations and warranties of the Seller in Article II of this Agreement or the right of the Purchaser to rely thereon, or in any way restrict or otherwise limit the Purchaser’s right to bring any action or proceeding based upon fraudthreatened.

Representations, Warranties and Agreements of the Purchaser. The Purchaser hereby represents and warrants to, and agrees with, each of the SellerSellers, as of date hereof and as of the Closing Date, as follows: 3.1 The Purchaser is a limited partnershipliability company, duly formed, and validly existing, and in good standing existing under the laws of its jurisdiction of formation, and has the power to carry on its business as it is now being conducted and to consummate the transactions contemplated by this Agreement. 3.2 The execution, delivery, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the limited liability company power and authority of the Purchaser and have been duly authorized by all necessary action on the part of the Purchaser. The execution, delivery, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, hereby require no approval of, of or filing with, or other action by the Purchaser, by or Purchaser in respect of, any governmental body, agency, or official agency or any other person, other than other than a filing of a Schedule 13D as may be required under Section 13 or 13G by the parties hereto, an amendment to Seller’s existing Schedule 13G, any required filings by Seller or its affiliates under Section 16 of the Exchange Act, the filing of a Form 8-K under the Exchange Act by the Company or such as has been previously obtained, made, or taken prior to the Closing Date. 3.3 This Agreement has been (a) duly executed and delivered by the Purchaser and (b) constitutes a legal, valid, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable Law. 3.4 Neither the execution and the delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby, hereby will (a) violate in a material respect any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, rule or other restriction order of any government, governmental agency, agency or court to which the Purchaser is subject, or ; (b) conflict with, result in a material breach of, constitute a default under, result in the acceleration of, create in under or conflict with any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement material agreement to which the Purchaser is a party or to or by which the Purchaser is bound subject or to which bound; or (c) conflict with or result in a breach of any provision of the assets articles of association of the Purchaser is subject, other than (in the case of clause (b) only) as would not materially adversely affect the Purchaser’s business, properties, assets, prospects, or financial condition, taken as a whole, or the Purchaser’s ability to consummate the transactions contemplated hereby. 3.5 No investment bank, financial advisor, broker or finder has acted for the Purchaser in connection with this Agreement or the transactions contemplated hereby, and no investment bank, financial advisor, broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements, arrangements or understandings made by or on behalf of the Purchaser. 3.6 The Purchaser understands that the Purchased Shares are being sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws. The Purchaser can bear the economic risk of its investment in the Purchased Shares and is able, without impairing its financial condition, to hold the Purchased Shares for an “accredited investor” as defined in Rule 501(a) promulgated indefinite period of time and to suffer a complete loss of such investment. The Purchaser acknowledges that the Purchased Shares may not be resold unless subsequently registered under the Securities ActAct of 1933, and as amended, or unless an exemption from such registration is available. The Purchaser has such knowledge and experience in financial and business matters that it is as to be capable of evaluating the merits and risks of the transactions contemplated under this Agreement. The Purchaser is acquiring the Purchased Shares for investment for the Purchaser’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. The Purchaser further represents that it does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to any third person with respect to any of the Purchased Shares. The Purchaser represents that by reason of its, or of its management’s, business and financial experience, the Purchaser has the capacity to evaluate the merits and risks of its investment in the Purchased Shares and to protect the other transactions contemplated hereby, and is entering into such transactions with a full understanding of all of the terms, conditions and risks thereof and willingly assumes such terms, conditions and risks. The Purchaser acknowledges and agrees that it has made its own interests in connection with the transactions contemplated in this Agreement. The Purchaser’s financial condition is such that it is able to bear all economic risks of investment in the Purchased Sharesinquiry and investigation into, including a complete loss of its investment. 3.7 The Purchaser and, based thereon, has received and reviewed information about formed an independent judgment concerning, the Company and has had an opportunity to discuss the Company’s business, management, its business and financial affairs with the Company’s management and to review the Company’s facilitiesoperations. The Purchaser believes it has received all the information it considers necessary or appropriate to decide whether to purchase the Purchased Shares. The Purchaser understands and acknowledges that such discussionsagrees that, as well as any written information issued with respect to the Company, (a) were intended to describe the aspects of the Company’s business and prospects that the Company believes to be material, but were not necessarily an exhaustive description, and (b) may have contained forward-looking statements involving known and unknown risks and uncertainties that may cause the Company’s actual results in future periods or plans except for future periods to differ materially from what was anticipated, and that no representations or warranties were or are being made with respect to any such forward-looking statements or the probability of achieving any of the results projected in any of such forward-looking statements. The foregoing, however, does not limit or modify the representations and warranties of the Seller Sellers as expressly set forth in Article II of this Agreement or the right hereof, none of the Purchaser to rely thereonSellers or their respective affiliates, or in any way restrict of their respective representatives, makes or has made, or shall be deemed to have made, to the Purchaser or any of its affiliates, or any of their respective representatives, any representation or warranty of any kind, and no person has been authorized by any of the Sellers to make any representation or warranty relating to the Company or its business or operations or otherwise limit in connection with the Purchaser’s right purchase and sale of the Purchased Shares and the other transactions contemplated hereby and, if made, any such representation or warranty may not be relied upon. 3.7 As of the date hereof, the Purchaser has, and on the Closing Date the Purchaser will have, funds readily and unconditionally available sufficient to bring any action or proceeding based upon fraudfund the purchase of all of the Purchased Shares contemplated hereunder.