Common use of REPRESENTATIONS AND WARRANTIES OF COMPANY Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms Appendix A sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms Appendix A in form similar to the attached Appendix A, if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form Appendix A shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form.Appendix A. 2.2.3 The Company hereby represents and warrants warranties that it is duly organized under the laws of the State of Delaware [ ] registered as an a [open-end end/closed-end] investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms Appendix A sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms Appendix A in form similar to the attached Appendix A, if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form Appendix A shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form.Appendix A. 2.2.3 The Company hereby represents and warrants warranties that it is duly organized under the laws of the State of Delaware Ohio registered as an open-end investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under to the laws Administrative Agent and each Lender that: (a) The representations and warranties of Company contained in Section 4 of the State Credit Agreement are true and correct in all material respects (except in the case of Delaware registered any representation and warranty qualified by materiality, which is true and correct in all respects) as an open-end investment company under of the 1940 Act and that this Agreement date hereof, except to the best extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except in the case of Company’s knowledgeany representation and warranty qualified by materiality, does not violate any Applicable Law which is true and correct in all respects) as of such earlier date. (b) No Event of Default, Default or Early Amortization Event, or Servicer Default or any constitutive documentevent that with the giving of notice of the lapse of time, agreementor both, judgment, order or decree to which the Company would constitute a Servicer Default has occurred and is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under this Agreementcontinuing. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the (c) The Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed has all necessary power, authority and accepted legal right to (A) execute and deliver this Amendment and (B) carry out the terms of this Amendment and the Credit Documents as amended hereby and (ii) has duly authorized by all necessary limited liability action the execution, delivery and performance of this Amendment and the Credit Documents as amended hereby on the terms and conditions herein and therein provided. (d) All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority required for the due execution and delivery of this Amendment by the Company and performance by the Company of the Credit Agreement as amended hereby have been obtained. (e) The execution and delivery of this Amendment, the consummation of the transactions contemplated hereby and by the Credit Documents as amended hereby and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without the giving of notice or lapse of time or both) a default under, the Organizational Documents or a default in any material Country or Sovereign Risks and accepted responsibility for their occurrencerespect under any Contractual Obligation of the Company, (ii) made all determinations required to be made by result in the Company under Applicable Lawcreation or imposition of any Lien upon any of Company’s properties, and or (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing violate any Requirements of securities in such jurisdictionLaw. 2.2.5 By providing (f) This Amendment constitutes a Written Instruction in respect of an Investment (which Written Instruction may relate to among other thingslegal, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, valid and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf binding obligation of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that enforceable against the Company will not effect any salein accordance with its terms, transfer except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in suit at law or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(sequity)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes Each of the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf Section 3 of the CompanyUnderwriting Agreement (the “Underwriting Agreement”), pursuant to the authority vested in them under the laws dated as of February 11, 2014, between Company and ▇.▇. ▇▇▇▇▇▇ Securities LLC, as representative of the State of its formationUnderwriters party thereto (the “Underwriters”), the Declaration of Trust are true and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, correct and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases hereby deemed to be an Authorized Person or repeated to Dealer as if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The herein. Company hereby further represents and warrants that it is duly organized under to Dealer on the laws date hereof, on and as of the State Premium Payment Date and, in the case of Delaware registered the representations in Section 8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an open-end investment company under the 1940 Act and that this Agreement exhibit to the best of Company’s knowledgeForm 10-K filed on March 4, does not violate 2013, as amended, Form 10-Q filed on May 6, 2013, Form 10-Q filed on August 7, 2013, Form 10-Q filed on November 6, 2013 or Form 10-K filed on February 10, 2014, in each case, with the Securities and Exchange Commission, as updated by any Applicable Law subsequent filings, to which Company or any constitutive document, agreement, judgment, order or decree to which the Company of its subsidiaries is a party or by which it Company or any of its subsidiaries is boundbound or to which Company or any of its subsidiaries is subject, including without limitation or constitute a default under, or result in the creation of any lien under, any such agreement in effect pertaining to the assets which may be maintained under this Agreementor instrument. 2.2.4 By providing a Written Instruction (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with respect to an acquisition the execution, delivery or performance by Company of an Investment in a jurisdiction other than the United States of Americathis Confirmation, the Company shall be deemed to except such as have confirmed to the Custodian that the Company has (i) assessed been obtained or made and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for under the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Securities Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 19861933, as amended (the “CodeSecurities Act”)) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (2which may include Net Share Settlement in lieu of cash) plansand otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, individual retirement accounts will be validly issued, fully-paid and other arrangements that are non-assessable, and the issuance of the Warrant Shares will not be subject to the prohibited transaction provisions of Section 406 of ERISA any preemptive or Section 4975 similar rights. (e) Company is not and, after consummation of the Codetransactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended. (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (h) To Company’s knowledge, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares. (i) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (3C) entities the underlying has total assets of which are considered at least $50 million. (j) Company has all necessary corporate power and authority to include execute, deliver and perform its obligations in respect of the Amendment Agreement (the “plan assets” Amendment”) dated as of February 11, 2014 delivered by Company to Dealer and entitled “Amendment to Rights Plan”; such plansexecution, accounts delivery and arrangements)performance have been duly authorized by all necessary corporate action on Company’s part; and the Amendment has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms. (k) Neither the execution and delivery of the Amendment nor the incurrence or performance of obligations of Company thereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or an entity purchasing shares on behalf ofany applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to Company’s Form 10-K filed on March 4, 2013, as amended, Form 10-Q filed on May 6, 2013, Form 10-Q filed on August 7, 2013, Form 10-Q filed on November 6, 2013 or Form 10-K filed on February 10, 2014, in each case, with the “plan assets” ofSecurities and Exchange Commission, as updated by any subsequent filings, to which Company or any of its subsidiaries is a Planparty or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument, or breach or constitute a default under any agreements or contracts of Company or any of its subsidiaries.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations In order to induce ▇▇▇▇▇ Fargo to enter into this Amendment, each of Parent and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company ▇▇ ▇▇▇▇▇▇▇ hereby represents and warrants that to ▇▇▇▇▇ Fargo that: (a) After giving effect to this Amendment, the representations and warranties contained in the Original Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof and after giving effect to the amendments contemplated hereby, except to the extent such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material respects on and as of such earlier date) or changes resulting from transactions expressly permitted under the Credit Agreement or other Loan Documents. (b) Each such Person is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Credit Agreement and the other Loan Documents to which it is a party and such Person is and will continue to be duly organized authorized to borrow under the laws Credit Agreement. Each such Person has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of their respective obligations hereunder. (c) The execution and delivery by such Person of this Amendment, the performance by it of its obligations hereunder and the consummation of the State transactions contemplated hereby do not and will not conflict with any provision of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best law, statute, rule or regulation or of Company’s knowledgeits articles of incorporation or bylaws, does not violate or of any Applicable Law or any constitutive document, agreement, judgment, license, order or decree permit applicable to or binding upon it. Except for those which have been duly obtained and are in full force and effect, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the Company is a party execution and delivery by such Person of this Amendment or by which it is bound, including without limitation any agreement in effect pertaining to consummate the assets which may be maintained under this Agreementtransactions contemplated hereby. 2.2.4 By providing (d) When duly executed and delivered, this Amendment will be a Written Instruction with respect to an acquisition legal and binding instrument and agreement of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to an Investment; (iv) represents, warrants creditors’ rights generally and covenants that the Company will not effect any sale, transfer or disposition by principles of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company equity applying to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plancreditors’ rights generally.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The In order to induce Administrative Agent and Lenders to enter into this Amendment, Company makes represents and warrants to Administrative Agent and each Lender on the following date hereof that: (a) Each of the representations and warranties to the Custodian: 2.2.1 The obligations of the Company and its Subsidiaries set forth in the Credit Agreement (other than the representations and warranties set forth in Sections 5.4, 5.11, 5.17 and 5.18) and in the other Credit Documents (other than those that relate to the representations and warranties set forth in Sections 5.4, 5.11, 5.17 and 5.18) are true and correct in all material respects as of the date hereof after giving effect to this Agreement Amendment, except as a result of the transactions expressly permitted hereunder or thereunder and except to the extent that any such representation or warranty relates solely to an earlier date, in which case it shall have been authorized by the Company’s Board true and correct in all material respects as of Trustees, acting such earlier date; (b) No Default or Event of Default has occurred and is continuing as such Trustees for and on behalf of the Companydate hereof or would occur immediately after giving effect to this Amendment; (c) Each of the Credit Parties has the organizational power and authority to execute, pursuant deliver and carry out the terms and provisions of this Amendment to the authority vested in them under extent a party hereto and has taken all necessary company action to authorize the laws execution, delivery and performance hereof. Each of the State Credit Parties has duly executed and delivered this Amendment to the extent a party hereto and such Amendment constitutes the legal, valid and binding obligation of such Credit Party to the extent a party hereto enforceable against it in accordance with its formationterms, subject as to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Declaration enforcement of Trust creditors’ rights generally and equitable principles; (d) Neither the By-Laws execution, delivery or performance by any Credit Party of this Amendment to the extent a party hereto nor compliance by it with the terms and provisions thereof, nor the consummation by it of the Companytransactions contemplated herein or therein, providedwill (i) contravene in any material respect any applicable provision of any law, howeverstatute, that this Agreement has been executed by Officers rule or regulation, or any applicable order, writ, injunction or decree of any court or governmental instrumentality, (ii) conflict with or result in any breach of any term, covenant, condition or other provision of, or constitute a default under, or result in the Company as officers, and not individually, and creation or imposition of (or the obligations contained herein are not binding obligation to create or impose) any Lien other than any Permitted Lien upon any of the Trustees, Officers, agents property or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures such Credit Party or any of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be receivedits Subsidiaries under, the Custodian shall be fully protected in acting under the provisions terms of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement any material contractual obligation to the best of Company’s knowledge, does not violate any Applicable Law which such Credit Party or any constitutive document, agreement, judgment, order or decree to which the Company of its Subsidiaries is a party or by which it is bound, including without limitation they or any agreement in effect pertaining of their properties or assets are bound or to the assets which they may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of Americasubject, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in violate or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution conflict with any provision of the Written Instructionmemorandum of association and articles of association, and agrees to be contractually bound to the terms charter, articles or certificate of incorporation, partnership or limited liability company agreement, by-laws, or other applicable governance documents of such documentation “as is” without recourse against CustodianCredit Party or any of its Subsidiaries; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan.and

REPRESENTATIONS AND WARRANTIES OF COMPANY. To induce the Trust to enter this Agreement and undertake the obligations hereunder, the Company represents and warrants to the Trust as follows: (a) The Company makes the following representations is a corporation duly organized and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them validly existing under the laws of the State of Indiana, has corporate power and authority and is duly authorized to enter into and perform its formationobligations under this Agreement; (b) Neither the execution and delivery of this Agreement, nor the Declaration performance of the terms hereof nor the establishment of the ESOP or the Trust and the violates, conflicts with or constitutes a default under Company's Articles of Incorporation or By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree material agreement to which the Company is a party or by which it the Company or any of its assets is bound, including without limitation or violates any agreement in effect pertaining law, regulation, order or decree of any court, arbitration or governmental authority applicable to the assets which may be maintained under this Agreement. 2.2.4 By providing Company, in any manner that would have a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than material adverse effect on the United States of AmericaTrust, the ESOP, the Required Status or the Company; (c) The Company shall be deemed to and the Association have confirmed to the Custodian that the Company has (i) assessed and accepted taken all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations actions required to be made taken by it to establish the Company under Applicable LawESOP and the related Trust. The ESOP and related Trust are intended to, and (iiithe terms thereof have been drafted with the purpose to, comply with the requirements of Sections 401(a) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i501(a) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974Code, as amended (“ERISA”)applicable, or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of with the US Internal Revenue Code of 1986requirements for treatment as a leveraged employee stock ownership plan, as amended (the “Code”), (2that term is defined in Section 4975(e)(7) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and with other applicable laws; (3d) entities The Association has duly appointed the underlying assets Trustee as trustee of the Trust and the Committee under the ESOP; (e) The Company has delivered to Trustee copies of its Articles of Incorporation and its By-Laws, the ESOP, and resolutions of its Board of Directors with respect to approval of this Agreement and entering into of the transactions and execution of all documents contemplated by this Agreement, in each case certified by the Secretary of the Company, which copies are considered to include “plan assets” true, correct and complete. None of such plansdocuments or resolutions has been amended or modified in any respect and such documents and resolutions remain in full force and in effect, accounts and arrangementsin the form previously delivered to the Trustee; (f) Other than the Common Stock, the Company has no other classes of shares outstanding or treasury shares. (g) The Company's ability to honor put options (the "Put Options"), which would obligate the Company to repurchase shares of Common Stock distributed from time to time to ESOP participants and beneficiaries under Section 6.13 of the ESOP, is not presently restricted by the provisions of any law, rule or an entity purchasing shares regulation in effect on behalf ofthe date hereof (except for capital, liquidation account, requirements to obtain regulatory approval of repurchase transactions, and similar constraints imposed by regulatory authorities on savings associations) or by the terms of any loan, financing or other agreement or instrument to which the Company is a party or by which the Company is or may be bound. (h) There are no actions, proceedings, or investigations pending or, to the Company's knowledge, threatened against or affecting the Company or any of its property or rights at law or in equity or before or by any court or tribunal that have not been disclosed to the Trustee and may have a material adverse effect on the value of the Common Stock. (i) All employee plans of the Association and the Company are in compliance, in all material respects, with all applicable reporting, disclosure and filing requirements pertaining to employee benefit plans set forth in the Code and ERISA. (j) No consent, approval or other authorization or notice to any governmental authority or expiration of any government-imposed waiting period is required in connection with the “plan assets” ofexecution or delivery of this Agreement, a Planexcept such as has been obtained, given or expired. (k) The shares of Common Stock constitute "qualifying employer securities" within the meaning of Section 409(l) of the Code.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s 's Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws By‑Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company each Fund severally and then only to the extent of the assets of the Companysuch Fund. 2.2.2 Authorized Signers forms Appendix A sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms Appendix A in form similar to the attached Appendix A, if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form Appendix A shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form.Appendix A. 2.2.3 The Company hereby represents and warrants warranties that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act set forth in Appendix B and that this Agreement to the best of Company’s 's knowledge, does not materially violate any Applicable Law or any constitutive document, agreement, judgment, order or decree to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, and (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “"as is” " without recourse against Custodian, except where the Custodian has acted with gross negligence or willful misconduct; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment a Fund's Investments may be bound, including without limitation, requirements imposed by the Investment an Investment's prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s 's name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company a Fund invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s Fund's investments in such schemes; (vi) represents, warrants and covenants that the Company will make reasonable efforts to provide the Custodian with such information as is necessary or appropriate to enable Custodian’s 's performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company Fund is not a “"Plan” " (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “"Code”"), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “"plan assets” " of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “"plan assets” " of, a Plan.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations In order to induce ▇▇▇▇▇ Fargo to enter into this Amendment, each of Parent and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company ▇▇ ▇▇▇▇▇▇▇ hereby represents and warrants that to ▇▇▇▇▇ Fargo that: (a) After giving effect to this Amendment, the representations and warranties contained in the Original Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof and after giving effect to the amendments contemplated hereby, except to the extent such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material respects on and as of such earlier date) or changes resulting from transactions expressly permitted under the Credit Agreement or other Loan Documents. (b) Each such Person is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Credit Agreement and the other Loan Documents to which it is a party and such Person is and will continue to be duly organized authorized to borrow under the laws Credit Agreement. Each such Person has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of their respective obligations hereunder. (c) The execution and delivery by such Person of this Amendment, the performance by it of its obligations hereunder and the consummation of the State transactions contemplated hereby do not and will not conflict with any provision of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best law, statute, rule or regulation or of Company’s knowledgeits articles of incorporation or bylaws, does not violate or of any Applicable Law or any constitutive document, agreement, judgment, license, order or decree permit applicable to or binding upon it. Except for those which have been duly obtained and are in full force and effect, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the Company is a party execution and delivery by such Person of this Amendment or by which it is bound, including without limitation any agreement in effect pertaining to consummate the assets which may be maintained under this Agreementtransactions contemplated hereby. 2.2.4 By providing (d) When duly executed and delivered, this Amendment will be a Written Instruction with respect to an acquisition legal and binding instrument and agreement of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to an Investment; (iv) represents, warrants creditors' rights generally and covenants that the Company will not effect any sale, transfer or disposition by principles of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company equity applying to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plancreditors' rights generally.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is to the Holder as follows: (a) As of the date hereof, the Company has 75,000,000 shares of Common Stock authorized, of which 21,831,886 shares of Common Stock are issued and outstanding, and no shares of preferred stock authorized. As of the date hereof, the Company has reserved for issuance 1,430,000 shares of Common Stock upon exercise of all outstanding options and warrants. All of the issued and outstanding shares of the Company's Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly organized authorized, validly issued, fully paid and nonassessable. The Conversion Shares to be issued and delivered to the Holders upon conversion of the Notes have been duly authorized and when issued upon such conversion, will be validly issued, fully-paid and non-assessable. The issuance of the Conversion Shares will be "restricted securities" as defined under Rule 144 promulgated under the laws Securities Act. (b) The Company has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by the Company to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken, and this Agreement constitutes a legal, valid and binding obligation of the State of Delaware registered as an open-end investment company under the 1940 Act Company, enforceable in accordance with its terms and that this Agreement to the best of Company’s knowledge, does not violate conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any Applicable Law instrument, contract or any constitutive document, agreement, judgment, order or decree other agreement to which the Company or its subsidiaries is a party or by which it is bound, including without limitation any agreement in effect pertaining party. (c) The affirmative vote of at least a majority of the Board of Directors of the Company with respect to the assets matters referred to in Section 1 hereof is the only vote of the holders of any class or series of the capital stock of the Company required to approve the transactions contemplated hereby. (d) None of the Company's Articles of Incorporation, as amended, or Bylaws, or the laws of Nevada or California contains any applicable anti-takeover provision or statute which may be maintained under would restrict the Company's ability to enter into this Agreement or consummate the transactions contemplated by this Agreement or which would limit any of the Holders' rights following consummation of the transactions contemplated by this Agreement. 2.2.4 By providing a Written Instruction with respect (e) No broker, finder or investment banker is entitled to an acquisition of an Investment in a jurisdiction other than the United States of Americaany brokerage, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application finder's or other documentation relating to an Investment (e.g., compliance fee or commission in connection with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance fees of an Written Instructions any investment banking firm that has been engaged by the Company to render the Custodian; Fairness Opinion (vdefined below), the fees of which will be paid by the Company. (f) acknowledges that collective investment schemes The Company has delivered or made available to the Holder prior to the execution of this Agreement true and complete copies of all periodic reports, registration statements and proxy statements filed by it with the Commission since July 16, 2005. Each of such filings with the Commission (and/or their agent(scollectively, the "SEC Filings")) , as of its filing date, complied in all material respects with the requirements of the rules and regulations promulgated by the Commission with respect thereto and did not contain any untrue statement of a material fact or omit a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Planstatements were made.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations represents and warranties warrants to the CustodianSeller as of the date hereof and as of the Closing Date as follows: 2.2.1 (a) The obligations of the Company set forth has been duly incorporated and is validly existing as an exempted company in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them good standing under the laws of the State Cayman Islands; (b) This Agreement constitutes a legal, valid and binding obligation of Company, enforceable against Company in accordance with its formationterms, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, moratorium or similar laws or by legal or equitable principles related to or limiting creditors’ rights generally; (c) The Company has the Declaration of Trust corporate power and authority to enter into this Agreement and the By-Laws transactions contemplated hereby have been duly authorized by all necessary corporate action of the Company; (d) The execution, provided, however, that delivery and performance of this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent consummation of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this datetransactions contemplated hereby will not result in a breach or violation by Company of, as certified or constitute a default by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if under any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law its governing documents or any constitutive documentjudgment, decree, order, governmental permit, license, agreement, judgmentindenture, order instrument, statute, rule or decree regulation to which the Company it or any of its subsidiaries is a party or by which it or any of its subsidiaries is boundbound or to which any of its or any of its subsidiaries’ properties or assets is subject, including without limitation in each case, other than any agreement in effect pertaining breach, violation or default that would not materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, and no authorization, approval or consent, except to the assets which may be maintained under extent obtained, is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby; (e) The Company will have as of the Closing Date legally available profits, premium or capital to consummate the transactions contemplated by this Agreement.. After giving effect to the transactions contemplated hereby, the Company expects to be able to pay its debts as they fall due in the ordinary course of business, and the transactions contemplated hereby will be in compliance with its articles of association and Cayman Islands law; 2.2.4 By providing a Written Instruction with respect (f) Both immediately prior to an acquisition of an Investment in a jurisdiction other than and after giving effect to the United States of Americatransactions contemplated hereby, the Company shall be deemed to have confirmed to the Custodian that the Company has Solvent (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing as defined below). For purposes of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other thingsthis Agreement, the execution term “Solvent” means that, as of trades)the applicable time of determination, the Company hereby and its subsidiaries, taken as a whole, (iA) authorizes are able to pay their respective debts as they become due; (B) own property which has a fair value greater than the Custodian amounts required to complete such documentation as may be reasonably required or appropriate for the execution pay their respective debts (including a reasonable estimate of the Written Instruction, and agrees to be contractually bound to the terms amount of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictionscontingent liabilities); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (viiC) represents that unless otherwise disclosed have adequate capital to carry on their respective businesses. No transfer of property is being made and no obligation is being incurred in connection with the Custodian in writingtransactions contemplated by this Agreement with the intent to hinder, that delay or defraud either present or future creditors of the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan.its subsidiaries;

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms Appendix A sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms Appendix A in form similar to the attached Appendix A, if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form Appendix A shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form.Appendix A. 2.2.3 The Company hereby represents and warrants warranties that it is duly organized under the laws of the State of Delaware registered as an a open-end investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is to the Holder as follows: (a) As of the date hereof, the Company has 700,000,000 shares of Common Stock authorized, of which 3,536,865 shares of Common Stock are issued and outstanding, and 500,000 shares of preferred stock authorized, of which no shares are issued and outstanding. As of the date hereof, the Company has reserved for issuance 849,371 shares of Common Stock upon exercise of all outstanding options and warrants. All of the issued and outstanding shares of the Company's Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly organized authorized, validly issued, fully paid and nonassessable. The Conversion Shares to be issued and delivered to the Holder upon conversion of the Note have been duly authorized and when issued upon such Debt Conversion and in accordance with this Agreement, will be validly issued, fully-paid and non-assessable. The Conversion Shares will be "restricted securities" as defined under Rule 144 promulgated under the laws Securities Act. (b) The Company has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by the Company to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken, and this Agreement constitutes a legal, valid and binding obligation of the State of Delaware registered as an open-end investment company under the 1940 Act Company, enforceable in accordance with its terms and that this Agreement to the best of Company’s knowledge, does not violate conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any Applicable Law instrument, contract or any constitutive document, agreement, judgment, order or decree other agreement to which the Company or its subsidiaries is a party party. (c) None of the Company's Certificate of Incorporation, as amended, or Bylaws, or the laws of Delaware, or New York, contains any applicable anti-takeover provision or statute which would restrict the Company's ability to enter into this Agreement or consummate the transactions contemplated by this Agreement or which it is bound, including without limitation would limit any agreement in effect pertaining to of the assets which may be maintained under Holder's rights following consummation of the transactions contemplated by this Agreement. 2.2.4 By providing a Written Instruction (d) The Company has delivered or made available through E▇▇▇▇ and SEDAR to the Holder prior to the execution of this Agreement true and complete copies of all periodic reports, registration statements and proxy statements filed by it with the U.S Securities and Exchange Commission (“Commission” or “SEC”) since December 10, 2009. Each of such filings with the Commission (collectively, the "SEC Filings"), as of its filing date, complied in all material respects with the requirements of the rules and regulations promulgated by the Commission with respect thereto and did not contain any untrue statement of a material fact or omit a material fact necessary in order to an acquisition make the statements contained therein not misleading in light of an Investment the circumstances in a jurisdiction other than which such statements were made. (e) Since January 1, 2012 and except as disclosed in the United States of AmericaSEC Filings, the Company shall has conducted its business in compliance in all material respects with all applicable laws, rules, regulations, court or administrative orders and processes and rules, directives and orders of regulatory and self-regulatory agencies and bodies, except as would not reasonably be deemed expected, singly or in the aggregate, to have confirmed be materially adverse to the Custodian that business, assets or financial condition of the Company has Company. (if) assessed and accepted all material Country No representation or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made warranty by the Company under Applicable Law, and (iii) appropriately and adequately disclosed contained in this Agreement contains any untrue statement of a material fact or omits a material fact necessary in order to all persons who have rights make the statements contained herein or therein not misleading in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution light of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) circumstances in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Planstatements were made.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations represents and warranties warrants to the Custodian: 2.2.1 The obligations of the Omega that (a) Company set forth is a corporation duly organized, validly existing and in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them good standing under the laws of the State of Florida and has the corporate power and authority to enter into this Agreement and to carry out its formationobligations hereunder, (b) the Declaration execution and delivery of Trust this Agreement by Company and the By-Laws consummation by Company of the Companytransactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Company and no other corporate proceedings on the part of Company are necessary to authorize this Agreement or any of the transactions contemplated hereby, provided, however, that (c) this Agreement has been duly executed and delivered by Officers Company and constitutes a valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as such enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity, (d) Company has taken all action necessary to authorize and reserve for issuance and to permit it to issue, upon exercise of the Company as officersOption, and not individually, and at all times from the obligations contained herein are not binding upon any date hereof through the expiration of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to Option will have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writingreserved, that the number of unissued Company is not a “Plan” (which term includes (1) employee benefit plans Shares that are subject to the Employee Retirement Income Security Act Company Option, all of 1974which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, (e) upon delivery of the Company Shares to Omega upon the exercise of the Company Option, Omega will acquire the Company Shares free and clear of all liens, claims, charges, encumbrances and security interests of any nature whatsoever except those imposed by Omega, (f) assuming that the consents approvals, authorizations, permits, filings and notifications referred to in subsection (g) are obtained or made, as amended (“ERISA”)applicable, the execution and delivery of this Agreement by Company does not, and the performance of this Agreement by Company will not, conflict with, or plansresult in any violation of, individual retirement accounts and or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or the creation of a lien, pledge, security interest or other arrangements that are subject encumbrance on assets pursuant to Section 4975 (any such conflict, violation, default, right of the US Internal Revenue Code of 1986termination, as amended (the “Code”cancellation or acceleration, loss or creation, a "Violation"), (2A) plansany provision of the articles of incorporation or by-laws, individual retirement accounts and other arrangements that are subject to the prohibited transaction each as amended, of Company or (B) any provisions of Section 406 any material mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise, or license or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or its properties or assets, except in the case of ERISA clauses (B) and (C) immediately above, for violations which would not, individually or Section 4975 of in the Codeaggregate, have a Material Adverse Effect on Company, and (3g) entities except as described in Section 3.3 of the underlying assets Merger Agreement, the execution and delivery of which are considered to include “plan assets” this Agreement by Company does not, and the performance of such plansthis Agreement by Company will not, accounts and arrangements)require any consent, approval, authorization or an entity purchasing shares on behalf permit of, or filing with the “plan assets” ofor notification to, a Planany Governmental Entity.

REPRESENTATIONS AND WARRANTIES OF COMPANY. To induce the Trust to enter this Agreement and undertake the obligations hereunder, the Company represents and warrants to the Trust as follows: (a) The Company makes the following representations is a corporation duly organized and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them validly existing under the laws of the State of Indiana, has corporate power and authority and is duly authorized to enter into and perform its formationobligations under this Agreement; (b) Neither the execution and delivery of this Agreement, nor the Declaration performance of the terms hereof nor the establishment of the ESOP or the Trust and the violates, conflicts with or constitutes a default under Company's Articles of Incorporation or By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree material agreement to which the Company is a party or by which it the Company or any of its assets is bound, including without limitation or violates any agreement in effect pertaining law, regulation, order or decree of any court, arbitration or governmental authority applicable to the assets which may be maintained under this Agreement. 2.2.4 By providing Company, in any manner that would have a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than material adverse effect on the United States of AmericaTrust, the ESOP, the Required Status or the Company; (c) The Company shall be deemed to and the Bank have confirmed to the Custodian that the Company has (i) assessed and accepted taken all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations actions required to be made taken by it to establish the Company under Applicable LawESOP and the related Trust. The ESOP and related Trust are intended to, and (iiithe terms thereof have been drafted with the purpose to, comply with the requirements of Sections 401(a) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i501(a) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974Code, as amended (“ERISA”)applicable, or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of with the US Internal Revenue Code of 1986requirements for treatment as a leveraged employee stock ownership plan, as amended (the “Code”), (2that term is defined in Section 4975(e)(7) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and with other applicable laws; (3d) entities The Bank has duly appointed the underlying assets Trustee as trustee of the Trust and the Committee under the ESOP; (e) The Company has delivered to Trustee copies of its Articles of Incorporation and its By-Laws, the ESOP, and resolutions of its Board of Directors with respect to approval of this Agreement and entering into of the transactions and execution of all documents contemplated by this Agreement, in each case certified by the Secretary of the Company, which copies are considered to include “plan assets” true, correct and complete. None of such plansdocuments or resolutions has been amended or modified in any respect and such documents and resolutions remain in full force and in effect, accounts and arrangementsin the form previously delivered to the Trustee; (f) Other than the Common Stock, the Company has no other classes of shares outstanding or treasury shares. (g) The Company's ability to honor put options (the "Put Options"), which would obligate the Company to repurchase shares of Common Stock distributed from time to time to ESOP participants and beneficiaries under Section 6.13 of the ESOP, is not presently restricted by the provisions of any law, rule or an entity purchasing shares regulation in effect on behalf ofthe date hereof (except for capital, liquidation account, requirements to obtain regulatory approval of repurchase transactions, and similar constraints imposed by regulatory authorities on savings associations) or by the terms of any loan, financing or other agreement or instrument to which the Company is a party or by which the Company is or may be bound. (h) There are no actions, proceedings, or investigations pending or, to the Company's knowledge, threatened against or affecting the Company or any of its property or rights at law or in equity or before or by any court or tribunal that have not been disclosed to the Trustee and may have a material adverse effect on the value of the Common Stock. (i) All employee plans of the Bank and the Company are in compliance, in all material respects, with all applicable reporting, disclosure and filing requirements pertaining to employee benefit plans set forth in the Code and ERISA. (j) No consent, approval or other authorization or notice to any governmental authority or expiration of any government-imposed waiting period is required in connection with the “plan assets” ofexecution or delivery of this Agreement, a Planexcept such as has been obtained, given or expired. (k) The shares of Common Stock constitute "qualifying employer securities" within the meaning of Section 409(l) of the Code.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws By‑Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms Appendix A sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms Appendix A in form similar to the attached Appendix A, if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form Appendix A shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form.Appendix A. 2.2.3 The Company hereby represents and warrants warranties that it is duly organized under the laws of the State of Delaware registered as an opena closed-end investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws to ▇▇▇▇▇▇▇ as follows: (a) As of the State date hereof, the Company has 30,000,000 shares of Delaware registered as an openCommon Stock authorized, of which 684,445 shares of Common Stock are issued and outstanding, and 2,000,000 shares of preferred stock authorized, of which no shares are issued and outstanding. All of the issued and outstanding shares of the Company’s Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. The Conversion Shares to be issued and delivered to ▇▇▇▇▇▇▇ upon conversion of the Notes have been duly authorized and when issued upon such conversion, will be validly issued, fully-end investment company under the 1940 Act paid and that non-assessable. (b) The Company has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by the best Company to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken, and this Agreement constitutes a legal, valid and binding obligation of the Company’s knowledge, enforceable in accordance with its terms and does not violate conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any Applicable Law instrument, contract or any constitutive document, agreement, judgment, order or decree other agreement to which the Company is a party party. (c) None of the Company’s Articles of Incorporation, as amended, or Bylaws, or the laws of New York, contains any applicable anti-takeover provision or statute which would restrict the Company’s ability to enter into this Agreement or consummate the transactions contemplated by this Agreement or which it is bound, including without limitation would limit any agreement in effect pertaining to of ▇▇▇▇▇▇▇’▇ rights following consummation of the assets which may be maintained under transaction contemplated by this Agreement. 2.2.4 By providing a Written Instruction with respect (d) No broker, finder or investment banker is entitled to an acquisition of an Investment in a jurisdiction other than the United States of Americaany brokerage, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Companyfinder’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance fee or commission in connection with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; . (ive) represents, warrants The Company has filed with the Securities and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended Exchange Commission (the “CodeCommission”)) all periodic reports, (2) plans, individual retirement accounts registration statements and other arrangements that are subject proxy statements required to be filed by it prior to the prohibited transaction provisions date of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Planthis Agreement.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents ----------------------------------------- and warrants to Parent that it (a) Company is a corporation duly organized organized, validly existing and in good standing under the laws of the State of Delaware registered as an open-end investment company under and has the 1940 Act corporate power and that authority to enter into this Agreement and to carry out its obligations hereunder, (b) the best execution and delivery of this Agreement by Company and the consummation by Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Company and no other corporate proceedings on the part of Company are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Company and constitutes a valid and binding obligation of Company’s knowledge, does not violate any Applicable Law or any constitutive documentenforceable against Company in accordance with its terms, agreementexcept as such enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity, judgment(d) Company has taken all action necessary to authorize and reserve for issuance and to permit it to issue, order or decree to which upon exercise of the Company is a party or by which it is boundOption, including without limitation any agreement in effect pertaining to and at all times from the assets which may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition date hereof through the expiration of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to Option will have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writingreserved, that the number of unissued Company is not a “Plan” (which term includes (1) employee benefit plans Shares that are subject to the Employee Retirement Income Security Act Company Option, all of 1974which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, (e) upon delivery of the Company Shares to Parent upon the exercise of the Company Option, Parent will acquire the Company Shares free and clear of all liens, claims, charges, encumbrances and security interests of any nature whatsoever except those imposed by Parent, (f) assuming that the consents approvals, authorizations, permits, filings and notifications referred to in subsection (g) are obtained or made, as amended (“ERISA”)applicable, the execution and delivery of this Agreement by Company does not, and the performance of this Agreement by Company will not, conflict with, or plansresult in any violation of, individual retirement accounts and or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or the creation of a lien, pledge, security interest or other arrangements that are subject encumbrance on assets pursuant to Section 4975 (any such conflict, violation, default, right of the US Internal Revenue Code of 1986termination, as amended (the “Code”cancellation or acceleration, loss or creation, a "Violation"), (2A) plansany provision of the Amended and Restated Certificate of Incorporation or By-laws, individual retirement accounts and other arrangements that are subject to the prohibited transaction each as amended, of Company or (B) any provisions of any material mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise, or license or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or its properties or assets, except in the case of clauses (B) and (C) immediately above, for violations which would not, individually or in the aggregate, have a Material Adverse Effect on Company and (g) except as described in Section 406 of ERISA or Section 4975 2.3 of the CodeReorganization Agreement, the execution and delivery of this Agreement by Company does not, and (3) entities the underlying assets performance of which are considered to include “plan assets” of such plansthis Agreement by Company will not, accounts and arrangements)require any consent, approval, authorization or an entity purchasing shares on behalf permit of, or filing with the “plan assets” ofor notification to, a Planany Governmental Entity or Regulatory Entity.

REPRESENTATIONS AND WARRANTIES OF COMPANY. To induce the Trust to enter this Agreement and undertake the obligations hereunder, the Company represents and warrants to the Trust as follows: (a) The Company makes the following representations is a corporation duly organized and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them validly existing under the laws of the State of Indiana, has corporate power and authority and is duly authorized to enter into and perform its formationobligations under this Agreement; (b) Neither the execution and delivery of this Agreement, nor the Declaration performance of the terms hereof nor the establishment of the ESOP or the Trust and the violates, conflicts with or constitutes a default under Company's Articles of Incorporation or By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree material agreement to which the Company is a party or by which it the Company or any of its assets is bound, including without limitation or violates any agreement in effect pertaining law, regulation, order or decree of any court, arbitration or governmental authority applicable to the assets which may be maintained under this Agreement. 2.2.4 By providing Company, in any manner that would have a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than material adverse effect on the United States of AmericaTrust, the ESOP, the Required Status or the Company; (c) The Company shall be deemed to and the Bank have confirmed to the Custodian that the Company has (i) assessed and accepted taken all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations actions required to be made taken by it to establish the Company under Applicable LawESOP and the related Trust. The ESOP and related Trust are intended to, and (iiithe terms thereof have been drafted with the purpose to, comply with the requirements of Sections 401(a) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i501(a) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974Code, as amended (“ERISA”)applicable, or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of with the US Internal Revenue Code of 1986requirements for treatment as a leveraged employee stock ownership plan, as amended (the “Code”), (2that term is defined in Section 4975(e)(7) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and with other applicable laws; (3d) entities The Bank has duly appointed the underlying assets Trustee as trustee of the Trust and the Committee under the ESOP; (e) The Company has delivered to Trustee copies of its Articles of Incorporation and its By-Laws, the ESOP, and resolutions of its Board of Directors with respect to approval of this Agreement and entering into of the transactions and execution of all documents contemplated by this Agreement, in each case certified by the Secretary of the Company, which copies are considered to include “plan assets” true, correct and complete. None of such plansdocuments or resolutions has been amended or modified in any respect and such documents and resolutions remain in full force and in effect, accounts and arrangementsin the form previously delivered to the Trustee; (f) Other than the Common Stock, the Company has no other classes of shares outstanding or treasury shares. (g) The Company's ability to honor put options (the "Put Options"), which would obligate the Company to repurchase shares of Common Stock distributed from time to time to ESOP participants and beneficiaries under Section 6.13 of the ESOP, is not presently restricted by the provisions of any law, rule or an entity purchasing shares regulation in effect on behalf ofthe date hereof (except for capital, liquidation account, requirements to obtain regulatory approval of material repurchase transactions, and similar constraints imposed by regulatory authorities on savings associations) or by the terms of any loan, financing or other agreement or instrument to which the Company is a party or by which the Company is or may be bound. (h) There are no actions, proceedings, or investigations pending or, to the Company's knowledge, threatened against or affecting the Company or any of its property or rights at law or in equity or before or by any court or tribunal that have not been disclosed to the Trustee and may have a material adverse effect on the value of the Common Stock. (i) All employee plans of the Bank and the Company are in compliance, in all material respects, with all applicable reporting, disclosure and filing requirements pertaining to employee benefit plans set forth in the Code and ERISA. (j) No consent, approval or other authorization or notice to any governmental authority or expiration of any government-imposed waiting period is required in connection with the “plan assets” ofexecution or delivery of this Agreement, a Planexcept such as has been obtained, given or expired. (k) The shares of Common Stock constitute "qualifying employer securities" within the meaning of Section 409(l) of the Code.

REPRESENTATIONS AND WARRANTIES OF COMPANY. To induce the Trust to enter this Agreement and undertake the obligations hereunder, the Company represents and warrants to the Trust as follows: (a) The Company makes the following representations is a corporation duly organized and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them validly existing under the laws of the State of Indiana, has corporate power and authority and is duly authorized to enter into and perform its formationobligations under this Agreement; (b) Neither the execution and delivery of this Agreement, nor the Declaration performance of the terms hereof nor the establishment of the ESOP or the Trust and the violates, conflicts with or constitutes a default under Company's Articles of Incorporation or By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree material agreement to which the Company is a party or by which it the Company or any of its assets is bound, including without limitation or violates any agreement in effect pertaining law, regulation, order or decree of any court, arbitration or governmental authority applicable to the assets which may be maintained under this Agreement. 2.2.4 By providing Company, in any manner that would have a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than material adverse effect on the United States of AmericaTrust, the ESOP, the Required Status or the Company; (c) The Company shall be deemed to and the Bank have confirmed to the Custodian that the Company has (i) assessed and accepted taken all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations actions required to be made taken by it to establish the Company under Applicable LawESOP and the related Trust. The ESOP and related Trust are intended to, and (iiithe terms thereof have been drafted with the purpose to, comply with the requirements of Sections 401(a) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i501(a) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974Code, as amended (“ERISA”)applicable, or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of with the US Internal Revenue Code of 1986requirements for treatment as a leveraged employee stock ownership plan, as amended (the “Code”), (2that term is defined in Section 4975(e)(7) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and with other applicable laws; (3d) entities The Bank has duly appointed the underlying assets Trustee as trustee of the Trust and the Committee under the ESOP; (e) The Company has delivered to Trustee copies of its Articles of Incorporation and its By-Laws, the ESOP, and resolutions of its Board of Directors with respect to approval of this Agreement and entering into of the transactions and execution of all documents contemplated by this Agreement, in each case certified by the Secretary of the Company, which copies are considered to include “plan assets” true, correct and complete. None of such plansdocuments or resolutions has been amended or modified in any respect and such documents and resolutions remain in full force and in effect, accounts and arrangementsin the form previously delivered to the Trustee; (f) Other than the Common Stock, the Company has no other classes of shares outstanding or treasury shares. (g) The Company's ability to honor put options (the "Put Options"), which would obligate the Company to repurchase shares of Common Stock distributed from time to time to ESOP participants and beneficiaries under Section 6.14 of the ESOP, is not presently restricted by the provisions of any law, rule or an entity purchasing shares regulation in effect on behalf ofthe date hereof (except for capital, liquidation account, requirements to obtain regulatory approval of repurchase transactions, and similar constraints imposed by regulatory authorities on savings banks) or by the terms of any loan, financing or other agreement or instrument to which the Company is a party or by which the Company is or may be bound. (h) There are no actions, proceedings, or investigations pending or, to the Company's knowledge, threatened against or affecting the Company or any of its property or rights at law or in equity or before or by any court or tribunal that have not been disclosed to the Trustee and may have a material adverse effect on the value of the Common Stock. (i) All employee plans of the Bank and the Company are in compliance, in all material respects, with all applicable reporting, disclosure and filing requirements pertaining to employee benefit plans set forth in the Code and ERISA. (j) No consent, approval or other authorization or notice to any governmental authority or expiration of any government-imposed waiting period is required in connection with the “plan assets” ofexecution or delivery of this Agreement, a Planexcept such as has been obtained, given or expired. (k) The shares of Common Stock constitute "qualifying employer securities" within the meaning of Section 409(l) of the Code.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The In order to induce Administrative Agent and Lenders to enter into this Amendment, Company makes represents and warrants to Administrative Agent and each Lender on the following date hereof that: (a) Each of the representations and warranties to the Custodian: 2.2.1 The obligations of the Company and its Subsidiaries set forth in the Credit Agreement and in the other Credit Documents are true and correct in all material respects as of the date hereof after giving effect to this Agreement Amendment, except as a result of the transactions expressly permitted hereunder or thereunder and except to the extent that any such representation or warranty relates solely to an earlier date, in which case it shall have been authorized by the Company’s Board true and correct in all material respects as of Trustees, acting such earlier date; (b) No Default or Event of Default has occurred and is continuing as such Trustees for and on behalf of the Companydate hereof or would occur immediately after giving effect to this Amendment; (c) Each of the Credit Parties has the organizational power and authority to execute, pursuant deliver and carry out the terms and provisions of this Amendment to the authority vested in them under extent a party hereto and has taken all necessary company action to authorize the laws execution, delivery and performance hereof. Each of the State Credit Parties has duly executed and delivered this Amendment to the extent a party hereto and such Amendment constitutes the legal, valid and binding obligation of such Credit Party to the extent a party hereto enforceable against it in accordance with its formationterms, subject as to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Declaration enforcement of Trust creditors’ rights generally and equitable principles; (d) Neither the By-Laws execution, delivery or performance by any Credit Party of this Amendment to the extent a party hereto nor compliance by it with the terms and provisions thereof, nor the consummation by it of the Companytransactions contemplated herein or therein, providedwill (i) contravene in any material respect any applicable provision of any law, howeverstatute, that this Agreement has been executed by Officers rule or regulation, or any applicable order, writ, injunction or decree of any court or governmental instrumentality, (ii) conflict with or result in any breach of any term, covenant, condition or other provision of, or constitute a default under, or result in the Company as officers, and not individually, and creation or imposition of (or the obligations contained herein are not binding obligation to create or impose) any Lien other than any Permitted Lien upon any of the Trustees, Officers, agents property or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures such Credit Party or any of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be receivedits Subsidiaries under, the Custodian shall be fully protected in acting under the provisions terms of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement any material contractual obligation to the best of Company’s knowledge, does not violate any Applicable Law which such Credit Party or any constitutive document, agreement, judgment, order or decree to which the Company of its Subsidiaries is a party or by which it is bound, including without limitation they or any agreement in effect pertaining of their properties or assets are bound or to the assets which they may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of Americasubject, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in violate or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution conflict with any provision of the Written Instructionmemorandum of association and articles of association, and agrees to be contractually bound to the terms charter, articles or certificate of incorporation, partnership or limited liability company agreement, by-laws, or other applicable governance documents of such documentation “as is” without recourse against CustodianCredit Party or any of its Subsidiaries; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan.and

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s 's Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms Appendix A sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms Appendix A in form similar to the attached Appendix A, if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form Appendix A shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form.Appendix A. 2.2.3 The Company hereby represents and warrants warranties that it is duly organized under the laws of the State of Delaware [ ] registered as an a [open-end end/closed-end] investment company under the 1940 Act and that this Agreement to the best of Company’s 's knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “"as is” " without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s 's Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s 's name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s 's investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s 's performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “"Plan” " (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “"Code”"), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “"plan assets” " of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “"plan assets” " of, a Plan.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations hereby represents and warranties warrants to the CustodianParent as follows: 2.2.1 The obligations of the (a) Company set forth is a corporation duly organized, validly existing and in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them good standing under the laws of the State of California and has all requisite power and authority to enter into and perform its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under this Agreement. 2.2.4 By providing (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Company and no other corporate proceedings on the part of Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The Board of Directors of Company has duly approved the issuance and sale of the Option Shares, upon the terms and subject to the conditions contained in this Agreement, and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and, assuming this Agreement has been duly and validly authorized, executed and delivered by Parent, constitutes a Written Instruction valid and binding obligation of Company enforceable against Company in accordance with its terms. (c) Company has taken all necessary action to authorize and reserve for issuance and to permit it to issue, and at all times from the date of this Agreement through the Expiration Date will have reserved for issuance upon exercise of the Option, a sufficient number of authorized shares of Company Common Stock for issuance upon exercise of the Option, each of which, upon issuance pursuant to this Agreement and when paid for as provided herein, will be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, charges, encumbrances and security interests. (d) Except as required by the HSR Act and any material foreign competition authorities, if applicable, and, with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g.Section 4 hereof, compliance with suitability requirements the provisions of the Securities Act and eligibility restrictions); (iii) acknowledges any applicable state securities laws, the execution, delivery and agrees that performance of this Agreement by Company and the Custodian will consummation by it of the transactions contemplated hereby do not be responsible for require the accuracy consent, waiver, approval, license or authorization of or result in the acceleration of any information provided to Custodian by obligation under, or on behalf constitute a default under, any term, condition or provision of the CompanyArticles of Incorporation or bylaws, or for any underlying commitment indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation or obligation inherent decree or any restriction to an Investment; (iv) represents, warrants and covenants that the which Company will not effect or any sale, transfer property of Company or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as its subsidiaries is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Planbound.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under to ▇▇▇▇▇▇▇ as follows: (a) As of December 30, 2011, the laws Company has 100,000,000 shares of Common Stock authorized, of which 49,083,144 shares of Common Stock are issued and outstanding. All of the State issued and outstanding shares of Delaware registered as an openthe Company’s Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. The Conversion Shares to be issued and delivered to ▇▇▇▇▇▇▇ upon conversion of the Notes have been duly authorized and when issued upon such conversion, will be validly issued, fully-end investment company under the 1940 Act paid and that non-assessable. (b) The Company has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by the best Company to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken, and this Agreement constitutes a legal, valid and binding obligation of the Company’s knowledge, enforceable in accordance with its terms and does not violate conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any Applicable Law instrument, contract or any constitutive document, agreement, judgment, order or decree other agreement to which the Company is a party party. (c) None of the Company’s Certificate of Incorporation, as amended, or Bylaws, or the laws of Delaware, contain any applicable anti-takeover provision or statute which would restrict the Company’s ability to enter into this Agreement or consummate the transactions contemplated by this Agreement or which it is bound, including without limitation would limit any agreement in effect pertaining to of ▇▇▇▇▇▇▇’▇ rights following consummation of the assets which may be maintained under transaction contemplated by this Agreement. 2.2.4 By providing a Written Instruction with respect (d) No broker, finder or investment banker is entitled to an acquisition of an Investment in a jurisdiction other than the United States of Americaany brokerage, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Companyfinder’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance fee or commission in connection with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; . (ive) represents, warrants The Company has filed with the Securities and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended Exchange Commission (the “CodeCommission”)) all periodic reports, (2) plans, individual retirement accounts registration statements and other arrangements that are subject proxy statements required to be filed by it prior to the prohibited transaction provisions date of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Planthis Agreement.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations In order to induce ▇▇▇▇▇ Fargo to enter into this Amendment, each of Parent and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company ▇▇ ▇▇▇▇▇▇▇ hereby represents and warrants that to ▇▇▇▇▇ Fargo that: (a) After giving effect to this Amendment, the representations and warranties contained in the Original Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof and after giving effect to the amendments contemplated hereby, except to the extent such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material respects on and as of such earlier date) or changes resulting from transactions expressly permitted under the Credit Agreement or other Loan Documents; (b) Each such Person is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Credit Agreement and the other Loan Documents to which it is a party and such Person is and will continue to be duly organized authorized to borrow under the laws Credit Agreement. Each such Person has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of their respective obligations hereunder; (c) The execution and delivery by such Person of this Amendment, the performance by it of its obligations hereunder and the consummation of the State transactions contemplated hereby do not and will not conflict with any provision of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best law, statute, rule or regulation or of Company’s knowledgeits articles of incorporation or bylaws, does not violate or of any Applicable Law or any constitutive document, agreement, judgment, license, order or decree permit applicable to or binding upon it. Except for those which have been duly obtained and are in full force and effect, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the Company is a party or execution and delivery by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under such Person of this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in Amendment or to such Investmentsconsummate the transactions contemplated hereby; (d) When duly executed and delivered, all material investment risks, including those relating to the custody this Amendment will be a legal and settlement infrastructure or the servicing binding instrument and agreement of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to an Investment; (iv) represents, warrants creditors’ rights generally and covenants that the Company will not effect any sale, transfer or disposition by principles of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company equity applying to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plancreditors’ rights generally.

REPRESENTATIONS AND WARRANTIES OF COMPANY. In order to induce each Holder to enter into this Amendment, Company represents and warrants to each Holder that, after giving effect to the waivers of the Designated Defaults provided for herein: (a) The Company makes the following representations and warranties contained in Article V of the Original Agreement are true and correct at and as of the time of the effectiveness hereof, except to the Custodian:extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date. 2.2.1 The (b) Company is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Note Purchase Agreement. Company has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Company hereunder and thereunder. (c) The execution and delivery by Company of this Amendment and the other Amendment Documents, the performance by Company set forth in this Agreement have been authorized by of its obligations hereunder and thereunder and the Company’s Board of Trustees, acting as such Trustees for and on behalf consummation of the Companytransactions contemplated hereby and thereby do not and will not (i) conflict with any provision of (1) any Law, pursuant (2) the organizational documents of any Restricted Person, or (3) any material agreement, judgment, license, order or permit applicable to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not or binding upon any Restricted Person, (ii) result in the acceleration of any Indebtedness owed by any Restricted Person, or (iii) result in or require the creation of any Lien upon any assets or properties of any Restricted Person except as expressly contemplated or permitted in the Note Documents. Except as expressly contemplated in the Note Documents, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by any Restricted Person of any Amendment Document or to consummate any transactions contemplated thereby. Clauses (a) and (b) in the definition of Material Contracts describe all of the TrusteesMaterial Contracts (other than oil and gas leases) in effect on the date hereof, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of all such Material Contracts (other than oil and gas leases) are in full force and effect and no defaults currently exist thereunder that would have a Material Adverse Change on the Company. 2.2.2 Authorized Signers forms sets forth (d) This Amendment, the names Note Purchase Agreement, and the signatures other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of all Authorized Restricted Persons as and each of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree to their respective Affiliates which the Company is a party hereto or thereto, enforceable in accordance with their terms except as such enforcement may be limited by which it is boundbankruptcy, including without limitation any agreement in effect pertaining insolvency or similar Laws of general application relating to the assets which may be maintained under this Agreementenforcement of creditors’ rights. 2.2.4 By providing a Written Instruction with respect (e) The Initial Pro Forma Financial Statements fairly present the Consolidated financial position at the date thereof and the Consolidated statement of operations and the changes in Consolidated financial position for the period covered by such financial statements for Company. Copies of such financial statements have heretofore been delivered to an acquisition each Holder. Since the Closing Date, no Material Adverse Change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of an Investment in a jurisdiction other than Company. However, since the United States of AmericaClosing Date, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrenceCompany has become involved in the Existing Litigation, (ii) made all determinations required Company makes no representation or warranty as to be made by whether the Company under Applicable LawExisting Litigation constitutes a Material Adverse Change, and (iii) appropriately and adequately disclosed the preceding sentence is so qualified by the existence of such Existing Litigation. (f) Restricted Persons have no Deposit Accounts, except for the following Deposit Accounts established at Bank of Eufaula, ▇▇▇ ▇. ▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇: Rio Vista ▇▇▇▇▇, LLC — Operating Account #▇▇▇▇▇▇▇ Rio Vista ▇▇▇▇▇, LLC — Savings Account #494512 Rio Vista ▇▇▇▇▇, LLC — CD #1 #▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, LLC — CD #2 #▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, LLC — Custody Account #▇▇▇▇▇▇▇ Rio Vista Operating, LLC – Checking #6524239 Rio Vista Operating, LLC — Payroll Account #▇▇▇▇▇▇▇ (g) Restricted Persons have sent a notice, in form satisfactory to Administrative Agent, to all persons who have rights in or existing purchasers of Hydrocarbons produced from the Eligible Mortgaged Properties and/or other Persons making payments to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction Restricted Persons in respect of an Investment (which Written Instruction may relate their oil and gas business, directing them to among other things, forward all amounts payable to Restricted Persons directly to the execution of trades), Collateral Account at the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution mailing address of the Written Instructiondepositary bank for deposit into the Collateral Account (or alternatively, and agrees to be contractually bound to by wire transfer directly into the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictionsCollateral Account); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf Section 6 of the CompanyEquity Distribution Agreement are true and correct as of the date hereof, pursuant each “Forward Date” (as defined in the Equity Distribution Agreement), each Trade Date for any Transaction, each “Forward Hedge Settlement Date” (as defined in the Equity Distribution Agreement) and any day on which it makes any election in respect of any Transaction, including any election of Cash Settlement or Net Share Settlement and are hereby deemed to be repeated to Dealer as if set forth herein. In addition to the authority vested representations and warranties in them under the laws Section 6 of the State of its formationEquity Distribution Agreement, the Declaration of Trust Agreement and the By-Laws of the Companythose contained elsewhere herein, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws to Dealer, and agrees with Dealer, as of the State date hereof, as of Delaware registered each day on which the Company delivers the Forward Placement Notice or the Acceptance (each as an open-end investment company under defined in the 1940 Act Equity Distribution Agreement), as applicable, as of each Trade Date for any Transaction, and that this Agreement to each Trading Day of the best of Company’s knowledgeForward Hedge Selling Period that: (a) No filing with, does not violate any Applicable Law or any constitutive documentapproval, agreementauthorization, judgmentconsent, license, registration, qualification, order or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the execution, delivery and performance by Company of this Master Confirmation and each Supplemental Confirmation hereunder and the consummation of such Transaction (including, without limitation, the delivery of Shares on the Settlement Dates) except (i) such as have been obtained under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) as may be required to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining be obtained under state securities laws. (b) A number of Shares equal to the assets which may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition Maximum Transaction Number of an Investment in a jurisdiction other than the United States Shares for such Transaction have been reserved for issuance by all required corporate action of America, Company and the Company shall be deemed not take any action to reduce or decrease the number of authorized and unissued Shares below such number. The Shares issuable under such Transaction have confirmed to the Custodian that the Company has (i) assessed been duly authorized and, when delivered against payment therefor and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made otherwise as contemplated by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that Transaction following the Company has accepted and agreed to comply settlement of such Transaction in accordance with all Applicable Law, the terms and conditions to which of such Transaction, will be validly issued, fully-paid and non-assessable, and the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian issuance of such Shares will not be responsible for subject to any preemptive or similar rights. (c) Company is not, and after giving effect to such Transaction will not be, required to register as an “investment company” as such term is defined in the accuracy Investment Company Act of 1940, as amended. (d) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (e) (A) Company is not aware of any material nonpublic information provided regarding Company or the Shares and (B) Company is not entering into such Transaction nor making any election thereunder to Custodian by create actual or on behalf apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the CompanyShares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (f) No federal, state or for any underlying commitment local (including non-U.S. jurisdictions) law, rule, regulation or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company regulatory order applicable to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay Shares would give rise to the Custodian certain fees any reporting, consent, registration or other requirement (including without limitationlimitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares. (g) Company (A) is capable of evaluating investment risks independently, shareholder servicing and/or trailer feesboth in general and with regard to all transactions and investment strategies involving a security or securities, (B) will exercise independent judgment in respect evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the Company’s investments broker-dealer in writing and (C) has total assets of at least USD 50 million. (h) Company (A) has such schemes; knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into such Transaction, (viB) representshas consulted with its own legal, warrants financial, accounting and covenants that the Company will provide the Custodian tax advisors in connection with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; Transaction and (viiC) represents that unless otherwise disclosed to the Custodian in writing, that the is entering into such Transaction for a bona fide business purpose. (i) The assets of Company is do not a constitute “Planplan assets” (which term includes (1) employee benefit plans that are subject to under the Employee Retirement Income Security Act of 1974, as amended amended, the Department of Labor Regulations promulgated thereunder or similar law. (“ERISA”)j) As of such date and as of each Settlement Date for such Transaction, Company is not and will not be insolvent, nor will Company be rendered insolvent as a result of such Transaction or plans, individual retirement accounts and other arrangements that are subject to Section 4975 its performance of the US Internal Revenue Code terms hereof. (k) Company understands that no obligations of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject Dealer to it hereunder will be entitled to the prohibited transaction provisions benefit of Section 406 deposit insurance and that such obligations will not be guaranteed by any affiliate of ERISA Dealer or Section 4975 of the Codeany governmental agency. (l) Company will promptly, and in any event within three (3) entities Scheduled Trading Days, notify Dealer upon obtaining knowledge of the underlying assets occurrence of which are considered any event that would constitute an Event of Default with respect to include “plan assets” Company, a Potential Event of Default with respect to Company or a Potential Adjustment Event. (m) Dealer is not acting as a fiduciary for or an adviser to Company in respect of such plansTransaction. (n) As of (i) the date hereof and (ii) such Trade Date, accounts Company is in compliance with its reporting obligations under the Exchange Act and arrangementsits most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant to the Exchange Act, taken together and as amended and supplemented to the date of this representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (o) In connection with this Master Confirmation and the Transactions, it is an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act. (p) COMPANY UNDERSTANDS THAT THE TRANSACTIONS HEREUNDER ARE SUBJECT TO COMPLEX RISKS WHICH MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS. (q) To the extent the parties have agreed (which for the avoidance of doubt may be agreed by phone call or email) to enter into a Transaction, Company shall execute a Supplemental Confirmation specifying such agreed terms and conditions of such Transaction as promptly as practicable following receipt of such Supplemental Confirmation from Dealer. (r) Without limiting the generality of Section 13.1 of the Equity Definitions, the Company acknowledges that Dealer is not making any representations or warranties with respect to the treatment of any Transaction, including without limitation ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, ASC Topic 480, Distinguishing Liabilities from Equity, ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements) or under the Financial Accounting Standards Board’s Liabilities & Equity Project. (s) The Company will not repurchase any Shares if, immediately following such repurchase, the aggregate Number of Shares across all Transactions hereunder would be equal to or greater than 4.5% of the number of then-outstanding Shares and it will notify Dealer immediately upon the announcement or consummation of any repurchase of Shares in an amount that, taken together with the amount of all repurchases since the date of the last such notice (or, if no such notice has been given, since the Trade Date), or an entity purchasing shares on behalf of, or with exceeds 0.5% of the number of then-outstanding Shares. (t) The Company is not a “plan assetsfinancial end user” of, a Planas defined in 12 CFR §45.2.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes Each of the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf Section 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of August 12, 2019, among Company, pursuant to the authority vested in them under the laws ▇.▇. ▇▇▇▇▇▇ Securities LLC, BofA Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC, as representatives of the State of its formationinitial purchasers party thereto (the “Initial Purchasers”), the Declaration of Trust are true and the By-Laws of the Companycorrect and are hereby deemed to be repeated to Dealer as if set forth herein, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only except to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names that such representations and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached warranties, if any present Authorized Person ceases not true or correct, would not have a material adverse effect on the power or ability of Company to be an Authorized Person execute and deliver this Confirmation or if any other or additional Authorized Persons are elected or appointedto perform its obligations hereunder. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby further represents and warrants that it is duly organized under the laws to Dealer, instead of and notwithstanding Company’s representations and warranties in Section 3(a) (other than Section 3(a)(i)) of the State Agreement, on the date hereof on and as of Delaware registered the Premium Payment Date and, in the case of the representations in Section 8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as an open-end investment company under to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the 1940 Act execution and that delivery of this Agreement to Confirmation nor the best incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of (A) the certificate of incorporation or by‑laws (or any equivalent documents) of Company’s knowledge, does not violate or (B) any Applicable Law applicable law or regulation, or any constitutive documentorder, agreementwrit, judgment, order injunction or decree of any court or governmental authority or agency, or (C) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which it Company or any of its subsidiaries is boundbound or to which Company or any of its subsidiaries is subject, including without limitation or constitute a default under, or result in the creation of any lien under, any such agreement or instrument, except for any such conflicts, breaches, defaults or lien creations in effect pertaining the cases of clause (C) above that would not adversely affect the ability of Company to the assets which may be maintained fulfill its obligations under this AgreementTransaction. 2.2.4 By providing a Written Instruction (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with respect to an acquisition the execution, delivery or performance by Company of an Investment in a jurisdiction other than the United States of Americathis Confirmation, the Company shall be deemed to except such as have confirmed to the Custodian that the Company has (i) assessed been obtained or made and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for under the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Securities Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 19861933, as amended (the “CodeSecurities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, aware of any material non-public information with respect to Company or the Shares. (2h) plansTo the knowledge of Company, individual retirement accounts and other arrangements no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares (not including laws, rules, regulations or regulatory orders of any jurisdiction that are subject applicable solely as a result of Dealer’s and/or its affiliates’ activities, assets or businesses, other than Dealer’s activities in respect of the Transaction) would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the prohibited transaction provisions ownership of Section 406 equity securities by Dealer or any of ERISA its affiliates solely as a result of it or Section 4975 any of such affiliates being a financial institution or broker-dealer. (i) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the Coderecommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (3C) entities the underlying has total assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Planat least $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is to the Holders as follows: (a) As of the date hereof, the Company has 400,000,000 shares of Common Stock authorized, of which 156,893,312 shares of Common Stock are issued and outstanding, and 2,000,000 shares of preferred stock authorized, of which no shares are issued and outstanding. As of the date hereof, the Company has reserved for issuance 24,266,707 shares of Common Stock upon exercise of all outstanding options and warrants. All of the issued and outstanding shares of the Company’s Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly organized authorized, validly issued, fully paid and nonassessable. The Exchange Shares to be issued and delivered to the Holder upon exchange of the Notes have been duly authorized and when issued upon exchange of the Notes, will be validly issued, fully-paid and non-assessable. The issuance of the Exchange Shares will be exempt from registration pursuant to Section 3(a)(9) promulgated under the laws Securities Act of 1933, as amended (“Securities Act”), and such Exchange Shares will not be “restricted securities” as defined under Rule 144 promulgated under the Securities Act. (b) The Company has full legal power to execute and deliver this Agreement and, subject to receipt of Shareholder Approval, to perform its obligations hereunder. All acts required to be taken by the Company to enter into this Agreement and, subject to receipt of Shareholder Approval, to carry out the transactions contemplated hereby have been properly taken, and this Agreement constitutes a legal, valid and binding obligation of the State of Delaware registered as an open-end investment company under the 1940 Act Company, enforceable in accordance with its terms and that this Agreement to the best of Company’s knowledge, does not violate conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any Applicable Law instrument, contract or any constitutive document, agreement, judgment, order or decree other agreement to which the Company or its subsidiaries is a party or by which it is bound, including without limitation any agreement in effect pertaining party. (c) The affirmative vote of the holders of record of at least a majority of the shares of the Company’s Common Stock cast at the Shareholder Meeting with respect to the assets matters referred to in Section 1 hereof is the only vote of the holders of any class or series of the capital stock of the Company required to approve the transactions contemplated hereby. (d) None of the Company’s Articles of Incorporation, as amended, or Bylaws, or the laws of Florida, California or New York, contains any applicable anti-takeover provision or statute which may be maintained under would restrict the Company’s ability to enter into this Agreement or consummate the transactions contemplated by this Agreement or which would limit any of the Holder’s rights following consummation of the transactions contemplated by this Agreement. 2.2.4 By providing a Written Instruction with respect (e) No broker, finder or investment banker is entitled to an acquisition of an Investment in a jurisdiction other than the United States of Americaany brokerage, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Companyfinder’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance fee or commission in connection with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. (f) The Company has delivered or made available to the Holder prior to the execution of this Agreement true and complete copies of all periodic reports, registration statements and proxy statements filed by it with the Commission since January 1, 2006. Each of such filings with the Commission (collectively, the “SEC Filings”), as of its filing date, complied in all material respects with the requirements of the rules and regulations promulgated by the Commission with respect thereto and did not contain any untrue statement of a material fact or for any underlying commitment or obligation inherent omit a material fact necessary in order to an Investment; make the statements contained therein not misleading in light of the circumstances in which such statements were made. (ivg) representsSince September 30, warrants and covenants that the Company will not effect any sale2006, transfer or disposition of Investment(s) held except as disclosed in the Custodian’s name by any means other than the issuance of an Written Instructions SEC Filings filed by the Company to with the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) Commission before the date of this Agreement, the Company and its subsidiaries, taken as a whole, has not suffered any material adverse change in its assets, liabilities, financial condition, results of operations or business, except for those occurring as a result of general economic or financial conditions affecting the United States as a whole or the region in which the Company invests may pay conducts its business or developments that are not unique to the Custodian certain fees Company but also affect other entities engaged or participating in the brokerage industry generally in a manner not materially less severely. For purposes of this section, revenues and operating results materially consistent with the Company’s revenues and operating results for the quarter ended September 30, 2006, as reflected in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, shall not be deemed a material adverse change. (including without limitationh) No information to be contained in the Proxy Statement to be prepared pursuant to this Agreement and no representation or warranty by the Company contained in this Agreement contains any untrue statement of a material fact or omits a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which such statements were made. (i) Since September 30, shareholder servicing and/or trailer fees) 2006 and except as disclosed in respect the SEC Filings filed by the Company with the Commission before the date of this Agreement, the Company has conducted its business in compliance in all material respects with all applicable laws, rules, regulations, court or administrative orders and processes and rules, directives and orders of regulatory and self-regulatory agencies and bodies, except as would not reasonably be expected, singly or in the aggregate, to be materially adverse to the business, assets or financial condition of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes hereby represents and warrants to Brookline that, except as otherwise set forth in the Memorandum or the SEC Reports, each of the following is true and correct in all respects as of the date hereof and will be true and correct in all respects as of each Closing Date (as defined in Section 5(c) below): (a) The Memorandum will be and, as of each Closing Date, has been prepared by Company, at its sole cost, in conformity with all applicable laws and regulations, including, without limitation, Regulation D, the Act and the requirements of all other rules and regulations (the “Regulations”) of the SEC relating to offerings of the type contemplated by the Offering, and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Securities are to be offered and sold, excluding foreign jurisdictions. Assuming Brookline’s obligations under Sections 1 and 3 of this Agreement and the accuracy of investor representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of TrusteesOffering Documents, acting as such Trustees for the Securities will be offered and on behalf of the Company, sold pursuant to the registration exemption provided by Rule 506(b) of Regulation D and Section 4(a)(2) and/or Section 4(a)(6) of the Act as a transaction not involving a public offering in those jurisdictions mutually agreed by Brookline and Company. Company has not taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering or the exemption(s) from registration available pursuant to Rule 506 of Regulation D, Section 4(a)(2) or Section 4(a)(6) of the Act, and knows of no reason why any such exemption would be otherwise unavailable to it. None of Company’s affiliates have been subject to any order, judgment or decree of any court or governmental authority vested of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failing to comply with Rule 503 of Regulation D. (b) The Offering Documents will not and, as of each Closing Date, do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in them light of the circumstances under which the Offering Documents were made, not misleading. None of the statements, documents, certificates or other items prepared or supplied (or to be prepared or supplied) by Company with respect to the transactions contemplated hereby contains an untrue statement of a material fact or omits a material fact necessary to make the statements contained therein not misleading. There is no fact that Company will not disclose, and, as of each Closing Date, has not disclosed, in the Memorandum and of which Company is aware that materially and adversely affects or could reasonably be expected to materially and adversely affect the business prospects, financial condition, operations or assets of Company, except as otherwise disclosed in the reports, schedules, forms, statements and other documents filed by Company under the 1934 Act, including the exhibits thereto and documents incorporated by reference therein (collectively, the “SEC Reports”). (c) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Company has no subsidiaries and does not have an equity interest in any other firm, partnership, limited liability company, corporation, association or other entity. Company is duly qualified to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction where the location of its formationproperties or the conduct of its business makes such qualification necessary, except where the Declaration failure to be so qualified would not have a material adverse effect on the business, condition (financial or otherwise), operations or property of Trust Company (a “Material Adverse Effect”). (d) Company has all requisite power and authority (corporate and other) to conduct its business as presently conducted and as proposed to be conducted and to enter into and perform its obligations under this Agreement. Prior to any Closing (as defined below), Company has all requisite power and authority (corporate and other) to enter into and perform its obligations under the By-Laws of Offering Documents and to issue, sell and deliver the Company, provided, however, that this Securities. This Agreement has been duly executed by Officers and delivered and constitutes, and each of the Offering Documents, if applicable, upon due execution and delivery, will constitute, valid and binding obligations of Company, enforceable against Company in accordance with their respective terms: (i) except as officersenforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and not individuallyexcept that no representation or warranty is made herein regarding the enforceability of Company’s obligations to provide indemnification and contribution remedies under the securities laws and (ii) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). (e) None of the execution and delivery of, and or performance by Company of this Agreement or the obligations contained consummation of the transactions herein are not binding contemplated conflicts with or violates, or will result in the creation or imposition of any lien, charge or other encumbrance upon any of the Trusteesassets of Company under any agreement or other instrument to which Company is a party or by which Company or its assets may be bound, Officersany term of the articles of incorporation, agents bylaws and other governance documents of Company or holders any license, permit, judgment, decree, order, statute, rule or regulation applicable to Company or any of sharesits assets. (f) Company’s outstanding equity has been duly authorized and issued. No person has any right of first refusal, personallypreemptive right, but bind only right of participation, or any similar right to participate in the transactions contemplated by the Offering Documents that has not been effectively waived. Company’s common stock conforms to all statements in relation thereto contained in the SEC Reports and the SEC Reports describes all material terms and conditions thereof. No consent, authorization or filing of or with any court or governmental authority is required on the part of Company in connection with the issuance of the Securities or the consummation of the transactions contemplated herein or in the Offering Documents, except for required filings with the SEC and then only applicable “Blue Sky” or state securities commissions relating specifically to the extent Offering (all of the assets of the which will be duly made on a timely basis by Company or Company’s counsel). 2.2.2 Authorized Signers forms sets forth the names and the signatures (g) Company has no material liabilities of all Authorized Persons as of this dateany kind (whether accrued, as certified by the Company. The absolute, contingent or otherwise), nor has Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached entered into any material transactions or commitments, if any present Authorized Person ceases that are required to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, reflected as liabilities in the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as most recent balance sheet set forth in the last delivered Authorized Signers Formfinancial statements of Company included in the SEC Reports other than liabilities incurred after the date of such balance sheet in the ordinary course of business. The financial statements of Company included in the SEC Reports fairly present in all material respects the financial position of Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. 2.2.3 The (h) Company hereby represents has obtained all requisite licenses, permits and warrants that it other governmental authorization necessary to conduct its business as presently, and as proposed to be, conducted, where a failure to obtain such license, permit or authorization would not have a Material Adverse Effect. (i) No default by Company or, to the knowledge of Company, any other party exists in the due performance under any material agreement to which Company is duly organized under a party or to which any of its assets is subject (collectively, the laws “Company Agreements”). (j) There are no actions, proceedings, claims or investigations before or by any court or governmental authority pending or, to the knowledge of Company, threatened, against Company, or involving Company’s assets or, to the State knowledge of Delaware registered as an open-end investment company under Company, involving any of its officers or directors which, if determined adversely to Company or such officer or director, could have a Material Adverse Effect or materially and adversely affect the 1940 Act and that transactions contemplated by this Agreement or the Offering Documents or the enforceability thereof. (k) Company is not in violation of: (i) its articles or certificate of incorporation, bylaws or other governance documents, as applicable and as may be amended, restated and supplemented from time to the best time to date; (ii) any indenture, mortgage, deed of Company’s knowledgetrust, does not violate any Applicable Law note or any constitutive document, agreement, judgment, order other agreement or decree instrument to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which or may be maintained under this Agreementbound or to which any of its assets may be subject; (iii) any statute, rule or regulation currently applicable to Company; or (iv) any judgment, decree or order applicable to Company; which any such violation or violations individually, or in the aggregate, would result in a Material Adverse Effect. 2.2.4 By providing a Written Instruction (l) To the knowledge of Company, Company owns all right, title and interest in, or possesses adequate and enforceable rights to use, all registered and unregistered (including pending applications) copyrights, patents, trademarks, trade names, service marks, copyrights, rights, licenses, franchises, trade secrets, confidential information, processes, formulations, software and source and object codes that are used by Company in the operation of Company’s business (collectively, the “Intangibles”). To the knowledge of Company, (i) Company has not infringed upon the rights of others with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrenceIntangibles, (ii) made all determinations required Company has received no notice that it has or may have infringed or is infringing upon the rights of others with respect to be made by the Company under Applicable LawIntangibles, and (iii) appropriately and adequately disclosed to all persons who have Company otherwise has received no notice of conflict with the asserted rights in or to such Investments, all material investment risks, including those relating of others with respect to the custody and settlement infrastructure or the servicing of securities Intangibles that would result in such jurisdictiona Material Adverse Effect. 2.2.5 By providing (m) Company has filed each federal, state, local and foreign tax return that is required to be filed by it or has requested an extension therefor, and Company has paid all taxes and all related assessments, penalties and interest to the extent that the same have become due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or except where the failure to file such return or pay such taxes, assessments, penalties or interest would not result in a Written Instruction in respect of an Investment Material Adverse Effect. (which Written Instruction may relate to among other thingsn) No person or entity will have, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution a result of the Written Instructionoffer and sale of Securities in the Offering, and any valid claim against or upon Brookline for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by Company. Company agrees to be contractually bound to indemnify Brookline from any such claim made by any other person or entity. (o) Neither the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf sale of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Securities by Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect nor its use of the Company’s investments in such schemes; proceeds thereof will violate the Trading with the Enemy Act, as amended, nor any of the foreign assets control regulations of the United States Treasury Department (vi31 C.F.R., Subtitle B, Chapter V, as amended) representsor any enabling legislation or executive order relating thereto. Without limiting the foregoing, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not (a) a person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) a person who engages in any dealings or transactions, or be otherwise associated, with any such person. Company and its subsidiaries, if any, are in compliance, in all material respects, with the USA Patriot Act of 2001 (signed into law October 26, 2001). (p) None of Company or any of its predecessors, affiliated issuers, directors, executive officers, or other officers participating in the Offering, nor any beneficial owner of 20% or more of Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with Company in any capacity at the time of any sale of Securities (each, a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISACompany Covered Person”), or plans, individual retirement accounts and other arrangements that are is subject to Section 4975 any of the US Internal Revenue Code “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of 1986the Act (each, as amended (the a “CodeDisqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (2) plans, individual retirement accounts d)(3); and other arrangements that are Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. Company shall provide prompt written notice to Brookline prior to any Closing of any Disqualification Event relating to any Company Covered Person or any event that would, with the prohibited transaction provisions passage of time, become such a Disqualification Event. Subject to Brookline’s compliance with Section 406 of ERISA or Section 4975 of 3(b) below with respect to any Brookline Covered Person, Company shall also comply, to the Codeextent applicable, with its disclosure obligations under Rule 506(e), and (3) entities the underlying assets shall furnish to Brookline a copy of which are considered any disclosures to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Planbe provided thereunder.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached attached, if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best of Company’s knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective certain investment schemes vehicles (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemesvehicles; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants that it is to the Holder as follows: (a) As of the date hereof, the Company has 700,000,000 shares of Common Stock authorized, of which 3,536,865 shares of Common Stock are issued and outstanding, and 500,000 shares of preferred stock authorized, of which no shares are issued and outstanding. As of the date hereof, the Company has reserved for issuance 849,371 shares of Common Stock upon exercise of all outstanding options and warrants. All of the issued and outstanding shares of the Company's Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly organized authorized, validly issued, fully paid and nonassessable. The Conversion Shares to be issued and delivered to the Holder upon conversion of the Notes have been duly authorized and when issued upon such Debt Conversion and in accordance with this Agreement, will be validly issued, fully-paid and non-assessable. The Conversion Shares will be "restricted securities" as defined under Rule 144 promulgated under the laws Securities Act. (b) The Company has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by the Company to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken, and this Agreement constitutes a legal, valid and binding obligation of the State of Delaware registered as an open-end investment company under the 1940 Act Company, enforceable in accordance with its terms and that this Agreement to the best of Company’s knowledge, does not violate conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any Applicable Law instrument, contract or any constitutive document, agreement, judgment, order or decree other agreement to which the Company or its subsidiaries is a party party. (c) None of the Company's Certificate of Incorporation, as amended, or Bylaws, or the laws of Delaware, or New York, contains any applicable anti-takeover provision or statute which would restrict the Company's ability to enter into this Agreement or consummate the transactions contemplated by this Agreement or which it is bound, including without limitation would limit any agreement in effect pertaining to of the assets which may be maintained under Holder's rights following consummation of the transactions contemplated by this Agreement. 2.2.4 By providing a Written Instruction (d) The Company has delivered or made available through E▇▇▇▇ and SEDAR to the Holder prior to the execution of this Agreement true and complete copies of all periodic reports, registration statements and proxy statements filed by it with the U.S Securities and Exchange Commission (“Commission” or “SEC”) since December 10, 2009. Each of such filings with the Commission (collectively, the "SEC Filings"), as of its filing date, complied in all material respects with the requirements of the rules and regulations promulgated by the Commission with respect thereto and did not contain any untrue statement of a material fact or omit a material fact necessary in order to an acquisition make the statements contained therein not misleading in light of an Investment the circumstances in a jurisdiction other than which such statements were made. (e) Since January 1, 2012 and except as disclosed in the United States of AmericaSEC Filings, the Company shall has conducted its business in compliance in all material respects with all applicable laws, rules, regulations, court or administrative orders and processes and rules, directives and orders of regulatory and self-regulatory agencies and bodies, except as would not reasonably be deemed expected, singly or in the aggregate, to have confirmed be materially adverse to the Custodian that business, assets or financial condition of the Company has Company. (if) assessed and accepted all material Country No representation or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made warranty by the Company under Applicable Law, and (iii) appropriately and adequately disclosed contained in this Agreement contains any untrue statement of a material fact or omits a material fact necessary in order to all persons who have rights make the statements contained herein or therein not misleading in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution light of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) circumstances in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Planstatements were made.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants to Parent that it (a) Company is a corporation duly organized organized, validly existing and in good standing under the laws of the State of Delaware registered as an open-end investment company under and has the 1940 Act corporate power and that authority to enter into this Agreement and to carry out its obligations hereunder; (b) the best execution and delivery of this Agreement by Company and the consummation by Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Company and no other corporate proceedings on the part of Company are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Company and constitutes a valid and binding obligation of Company’s knowledge, does not violate any Applicable Law or any constitutive documentand, agreementassuming this Agreement constitutes a valid and binding obligation of Parent, judgmentenforceable against Company in accordance with its terms, order or decree except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) Company has taken all necessary corporate action to which authorize and 3 reserve for issuance and to permit it to issue, upon exercise of the Company is a party or by which it is boundOption, including without limitation any agreement in effect pertaining to and at all times from the assets which may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition date hereof through the expiration of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to Option will have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writingreserved, that the number of unissued Company is not a “Plan” (which term includes (1) employee benefit plans Shares that are subject to the Employee Retirement Income Security Company Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Company Shares to Parent upon the exercise of the Company Option, Parent will acquire the Company Shares free and clear of all claims, liens, charges, encumbrances and security interests of any nature whatsoever; (f) except as may be required under the Securities Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 19861933, as amended (the “Code”"Securities Act"), the execution and delivery of this Agreement by Company does not, and the performance of this Agreement by Company will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets pursuant to (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), (2A) plansany provision of the Certificate of Incorporation, individual retirement accounts and other arrangements that are subject to as amended, or By-laws, as amended, or the prohibited transaction Rights Agreement, as amended, of Company or (B) any provisions of any material mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise, or license or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or its properties or assets, which Violation, in the case of each of clauses (B) and (C), would have a Material Adverse Effect on Company; and (g) except as described in Section 406 of ERISA or Section 4975 2.3 of the CodeReorganization Agreement, the execution and delivery of this Agreement by Company does not, and (3) entities the underlying assets performance of which are considered to include “plan assets” of such plansthis Agreement by Company will not, accounts and arrangements)require any consent, approval, authorization or an entity purchasing shares on behalf permit of, or filing with or notification to, any governmental or regulatory authority, other than applicable filings with and payment of fees to the “plan assets” of, a PlanNasdaq National Market with respect to the inclusion for quotation thereon of the additional shares of Company Common Stock which may be purchased hereunder.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations In order to induce ▇▇▇▇▇ Fargo to enter into this Amendment, each of Parent and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company ▇▇ ▇▇▇▇▇▇▇ hereby represents and warrants that to ▇▇▇▇▇ Fargo that: (a) After giving effect to this Amendment, the representations and warranties contained in the Original Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof and after giving effect to the amendments contemplated hereby, except to the extent such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material respects on and as of such earlier date) or changes resulting from transactions expressly permitted under the Credit Agreement or other Loan Documents. (b) Each such Person is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Credit Agreement and the other Loan Documents to which it is a party and such Person is and will continue to be duly organized authorized to borrow under the laws Credit Agreement. Each such Person has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of their respective obligations hereunder. (c) The execution and delivery by such Person of this Amendment, the performance by it of its obligations hereunder and the consummation of the State transactions contemplated hereby do not and will not conflict with any provision of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best law, statute, rule or regulation or of Company’s knowledgeits articles of incorporation or bylaws, does not violate or of any Applicable Law or any constitutive document, agreement, judgment, license, order or decree permit applicable to or binding upon it. Except for those which the Company is have been duly obtained and are in full (d) When duly executed and delivered, this Amendment will be a party or by which it is bound, including without limitation any legal and binding instrument and agreement in effect pertaining to the assets which may be maintained under this Agreement. 2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to an Investment; (iv) represents, warrants creditors’ rights generally and covenants that the Company will not effect any sale, transfer or disposition by principles of Investment(s) held in the Custodian’s name by any means other than the issuance of an Written Instructions by the Company equity applying to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Company’s investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plancreditors’ rights generally.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company makes the following representations and warranties to the Custodian: 2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company’s Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company. 2.2.2 Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form. 2.2.3 The Company hereby represents and warrants to the Holders as follows: (a) As of the date hereof, the Company has 200,000,000 shares of Common Stock authorized, of which 46,540,573 shares of Common Stock are issued and outstanding, and 2,000,000 shares of preferred stock authorized, of which no shares are issued and outstanding. As of the date hereof, the Company has reserved for issuance 11,142,656 shares of Common Stock upon exercise of all outstanding options and warrants. All of the issued and outstanding shares of the Company's Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. The Placement Shares that it is may be issued and delivered to the Holders as a result of the Purchase Commitment, and the Conversion Shares to be issued and delivered to the Holders upon conversion of the Notes, have been duly organized authorized and when issued upon payment of the purchase price or conversion of the Notes, as the case may be, will be validly issued, fully-paid and non-assessable. The issuance of the Conversion Shares will be exempt from registration pursuant to Section 3(a)(9) promulgated under the laws Securities Act of 1933, as amended ("Securities Act") and such Conversion Shares will not be "restricted securities" as defined under Rule 144 promulgated under the Securities Act. The issuance of the State of Delaware registered as an open-end investment company Placement Shares will be exempt from registration pursuant to Section 4(2) promulgated under the 1940 Act Securities Act. (b) The Company has full legal power to execute and that deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by the best Company to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken, and this Agreement constitutes a legal, valid and binding obligation of the Company’s knowledge, enforceable in accordance with its terms and does not violate conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any Applicable Law instrument, contract or any constitutive document, agreement, judgment, order or decree other agreement to which the Company or its subsidiaries is a party or by which it is bound, including without limitation any agreement in effect pertaining party. (c) The affirmative vote of the holders of record of at least a majority of the shares of the Company's Common Stock cast at the Shareholder Meeting with respect to the assets matters referred to in Section 1 hereof is the only vote of the holders of any class or series of the capital stock of the Company required to approve the transactions contemplated hereby. (d) None of the Company's Articles of Incorporation, as amended, or Bylaws, or the laws of Florida, California or New York, contains any applicable anti-takeover provision or statute which may be maintained under would restrict the Company's ability to enter into this Agreement or consummate the transactions contemplated by this Agreement or which would limit any of the Holders' rights following consummation of the transactions contemplated by this Agreement. 2.2.4 By providing a Written Instruction with respect (e) No broker, finder or investment banker is entitled to an acquisition of an Investment in a jurisdiction other than the United States of Americaany brokerage, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. 2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Company’s Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application finder's or other documentation relating to an Investment (e.g., compliance fee or commission in connection with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian’s name by any means other than the issuance fees of an Written Instructions the investment banking firm that has been engaged by the Company to render the Custodian; Fairness Opinion (vdefined below), the fees of which will be paid by the Company. (f) acknowledges that collective investment schemes The Company has delivered or made available to the Holders prior to the execution of this Agreement true and complete copies of all periodic reports, registration statements and proxy statements filed by it with the Commission since January 1, 2002. Each of such filings with the Commission (and/or their agent(scollectively, the "SEC Filings"), as of its filing date, complied in all material respects with the requirements of the rules and regulations promulgated by the Commission with respect thereto and did not contain any untrue statement of a material fact or omit a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which such statements were made. (g) Since December 31, 2003, except as disclosed in the SEC Filings filed by the Company with the Commission before the date of this Agreement, the Company and its subsidiaries, taken as a whole, has not suffered any material adverse change in its assets, liabilities, financial condition, results of operations or business, except for those occurring as a result of general economic or financial conditions affecting the United States as a whole or the region in which the Company invests may pay conducts its business or developments that are not unique to the Custodian certain fees Company but also affect other entities engaged or participating in the brokerage industry generally in a manner not materially less severely. For purposes of this section, revenues and losses materially consistent with the Company's revenues and losses for the quarter ended June 30, 2004, as reflected in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, shall not be deemed a material adverse change. (including without limitationh) The Company has received the opinion ("Fairness Opinion") of Capitalink, shareholder servicing and/or trailer feesL.C. (a copy of which will be furnished to each Holder) in respect to the effect that (i) the average price at which the Notes will be converted and (ii) the purchase price for the Placement Shares to be paid by the Holders pursuant to the Purchase Commitment are fair from a financial point of view to the unaffiliated shareholders of the Company’s investments . (i) No information to be contained in such schemes; (vi) represents, warrants the Proxy Statement to be prepared pursuant to this Agreement and covenants that no representation or warranty by the Company will provide contained in this Agreement contains any untrue statement of a material fact or omits a material fact necessary in order to make the Custodian statements contained herein or therein not misleading in light of the circumstances in which such statements were made. (j) Since January 1, 2002 and except as disclosed in the SEC Filings filed by the Company with such information as is necessary or appropriate to enable Custodian’s performance pursuant to an Instruction or under the Commission before the date of this Agreement; , the Company has conducted its business in compliance in all material respects with all applicable laws, rules, regulations, court or administrative orders and (vii) represents that unless otherwise disclosed processes and rules, directives and orders of regulatory and self-regulatory agencies and bodies, except as would not reasonably be expected, singly or in the aggregate, to be materially adverse to the Custodian in writingbusiness, that the Company is not a “Plan” (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), assets or plans, individual retirement accounts and other arrangements that are subject to Section 4975 financial condition of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a PlanCompany.