Common use of Representations and Warranties of the Investors Clause in Contracts

Representations and Warranties of the Investors. Each Investor represents and warrants to the Company on behalf of itself and not jointly that as of the date hereof: (a) Such Investor is duly formed, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which any of its properties or assets is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consents.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: (a) Such , such Investor is duly formedbeneficially owns only the number of shares of Common Stock as described opposite its name on Exhibit A and Exhibit A includes all Affiliates of any Investors that own any securities of the Company beneficially or of record, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute the Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof and (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when execution, delivery and as the same is due), the execution and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor member is a party or by which any of its properties or assets it is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consents.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, severally represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: , such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (a) Such Investor is duly formedother than a broad-based market basket or index), validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. or otherwise, (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed executed, and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization, moratorium or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute this Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the SEC when terms of this Agreement and as (e) the same is due)execution, the execution delivery and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment, or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event that with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which any of its properties or assets it is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consents.

Representations and Warranties of the Investors. Each Investor represents and warrants warrants, severally and not jointly, to the Company on behalf of itself and not jointly that as of the date hereofParent Entities that: (a) Such The Investor is duly formedcompetent to, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to sufficient capacity to, execute and deliver this Agreement and the agreements contemplated hereby (including the Closing Agreements) and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its Investor’s obligations hereunder have been duly authorized by all requisite limited liability company action of such Investorand thereunder. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been been, and at the Rollover Closing the other definitive documentation (including the Closing Agreements) will be, duly executed and delivered by such the Investor and, assuming the due authorization, execution and delivery of this Agreement has been duly authorizedor the other definitive documentation (including the Closing Agreements), executed and delivered as applicable, by the Companyother parties thereto, as applicable, this Agreement constitutes and other definitive documentation (including the legal, Closing Agreements) will constitute the valid and binding obligation of such the Investor, enforceable against such the Investor in accordance with its and their terms, respectively, except to the extent that the as enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights generally and remedies; and (ii) by the effect of general principles of equity (regardless of whether enforcement is sought considered in equity a proceeding in equity, at Law or at Lawotherwise). (db) Other than The execution, delivery and performance by the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance agreements contemplated hereby and the consummation by such the Investor of its obligations under this Agreement: (i) does the transactions contemplated hereby and thereby do not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investorwill not, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time or both): (i) violate the provisions of any Law applicable to the Investor or such Investor’s properties or assets; (ii) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to the Investor or such Investor’s properties or assets; or (iii) result in any material breach of any terms or conditions of, or constitute a default under, any Contract contract, agreement or instrument to which such the Investor is a party or by which any of its the Investor or such Investor’s properties or assets is are bound, (C) does not result except, in the creation case of clauses (i), (ii), and (iii), for violations, conflicts or imposition breaches that would not reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated hereby. (c) As of immediately prior to the Rollover Closing, one or more of the Investors will hold, directly or indirectly, of record and beneficially own the Rollover Interests, free and clear of all Liens (other than this Agreement, the Merger Agreement, the organizational documents of each of the Company and OpCo and any other agreement between any of the Investors and the Company or OpCo). As of the date hereof and on the date of the Rollover Closing, the Investor will not be a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement, the Merger Agreement, and the organizational documents of each of the Company, OpCo, and the HoldCos) that could require, or restrict or impair the ability of, the Investor to sell, transfer, or otherwise dispose of any Lien on any part of the properties Rollover Interests. (d) As of the date of this Agreement, there is no audit, suit, proceeding, claim, examination, deficiency, assessment, investigation or assets other action pending or, to the knowledge of the Investor, threatened against either of the Investor or any of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or ’s assets, as applicable, and (E) does neither the Investor nor any of such Investor’s assets is the subject of any order of a Governmental Authority, in each case, other than any such action or order that would not otherwise require any Governmental Approvals reasonably be expected to prevent, materially delay or any Third Party Consentsmaterially impede the consummation of the transactions contemplated hereby.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself and not any other Investor, hereby represents and warrants to the Company on behalf of itself and not jointly that as follows as of the date hereof:hereof (or, if applicable, as of the date of the joinder agreement pursuant to which such Investor shall have become a party to this Agreement): (a) Such Investor is duly formedBeneficially Owns and owns of record the number of Company Ordinary Shares as listed on Schedule A (or, validly existing and in good standing under the Laws case of Delaware with all requisite power and authority required a joinder agreement, as listed on an annex to conduct its business as presently conductedsuch joinder agreement) opposite such Investor’s name. (b) Such Investor is duly incorporated or otherwise organized and validly existing under the Laws of its jurisdiction of organization and has all the requisite limited liability power and authority to execute own its assets and deliver this Agreement properties and operate its business as now conducted. Such Investor is in good standing (where such concept is legally recognized in the applicable jurisdiction) and has all requisite power to perform enter into, complete the transactions contemplated by, and carry out its obligations hereunder. under, this Agreement. (c) The execution and delivery by such Investor of this Agreement, the performance by it of its obligations under this Agreement and the performance consummation by such Investor it of its obligations hereunder have been duly authorized the transactions contemplated by all requisite limited liability company action this Agreement do not and will not: (i) violate or result in the breach of any provision of the organizational documents of such Investor. No other action on the part ; (ii) conflict with or violate in any material respect any Law or Order of any Governmental Authority applicable to, or require any Governmental Approvals to be made or obtained by, such Investor (except for any such consents or approvals which have been obtained); or (iii) conflict with or violate, result in any breach of, constitute a default (or event which, with the giving or notice or lapse of time, or both, would constitute a default) under, require any consent under or give to any Person any rights of termination, acceleration or cancellation of, or result in a loss of rights under, any Contract to which such Investor is a party or by which it or any of its members properties, assets or businesses is necessary to authorize the bound or subject. (d) The execution, delivery and performance by such Investor of this Agreement. (c) , and the consummation by such Investor of the transactions contemplated hereunder, have been duly authorized by all necessary corporate and shareholder action on the part of such Investor, and no further approval or authorization shall be required on the part of such Investor. This Agreement has been duly executed and delivered by such Investor andInvestor. Assuming due authorization, assuming execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof may be limited by. (e) Such Investor: (i) applicable bankruptcyis acquiring the Company Ordinary Shares for its own account, insolvencysolely for investment and not with a view toward, fraudulent conveyanceor for sale in connection with, reorganizationany distribution thereof in violation of any foreign, moratorium federal, state or similar Laws from time to time local securities or “blue sky” laws, or with any present intention of distributing or selling such Company Ordinary Shares, as applicable, in effect affecting generally the enforcement violation of creditors’ rights and remedies; and any such laws, (ii) general principles has such knowledge and experience in financial and business matters and in investments of equity regardless this type that it is capable of whether enforcement evaluating the merits and risks of its investment in the Company Ordinary Shares, as applicable, and of making an informed investment decision and (iii) is sought in equity an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Such Investor understands that the Company is relying on the statements contained herein to establish an exemption from registration under the Securities Act and under foreign, federal, state and local securities Laws and acknowledges that the Company Ordinary Shares issued to it by the Company pursuant to the applicable deed of issue are not registered under the Securities Act or at Law. (d) Other than any other applicable Law and that such Company Ordinary Shares may not be Transferred except pursuant to the filings required by Section 13 registration provisions of the Exchange Securities Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination compliance with any other event applicable Law) or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract pursuant to which such Investor is a party or by which any of its properties or assets is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentsan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, severally represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: (a) Such , such Investor is duly formedbeneficially owns, validly existing directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A and Exhibit A includes all Affiliates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in good standing under which the Laws of Delaware with all requisite power and authority required Investors have any interest or right to conduct its business as presently conducted. acquire, whether through derivative securities, voting agreements or otherwise, (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute the Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file cause its respective Representatives acting on its behalf to comply with the SEC when terms of this Agreement, and as (e) to the same is due)actual knowledge of each Investor, the execution execution, delivery, and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor is a party or by which any of its properties or assets it is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consents.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself and not any other Investor, hereby represents and warrants to the Company on behalf of itself and not jointly that as follows as of the date hereof:hereof (or, if applicable, as of the date the joinder agreement pursuant to which such Investor shall have become a party to this Agreement): (a) Such Investor is duly formedBeneficially Owns and owns of record the number of Company Ordinary Shares as listed on Schedule A (or, validly existing and in good standing under the Laws case of Delaware with all requisite power and authority required a joinder agreement, as listed on an annex to conduct its business as presently conductedsuch joinder agreement) opposite such Investor’s name. (b) Such Investor is duly incorporated or otherwise organized and validly existing under the Laws of its jurisdiction of organization and has all the requisite limited liability power and authority to execute own its assets and deliver this Agreement properties and operate its business as now conducted. Such Investor is in good standing (where such concept is legally recognized in the applicable jurisdiction) and has all requisite power to perform enter into, complete the transactions contemplated by, and carry out its obligations hereunder. under, this Agreement. (c) The execution and delivery by such Investor of this Agreement, the performance by it of its obligations under this Agreement and the performance consummation by such Investor it of its obligations hereunder have been duly authorized the transactions contemplated by all requisite limited liability company action this Agreement do not and will not: (i) violate or result in the breach of any provision of the organizational documents of such Investor. No other action on the part ; (ii) conflict with or violate in any material respect any Law or Order of any Governmental Authority applicable to, or require any Governmental Approvals to be made or obtained by, such Investor (except for any such consents or approvals which have been obtained); or (iii) conflict with or violate, result in any breach of, constitute a default (or event which, with the giving or notice or lapse of time, or both, would constitute a default) under, require any consent under or give to any Person any rights of termination, acceleration or cancellation of, or result in a loss of rights under, any Contract to which such Investor is a party or by which it or any of its members properties, assets or businesses is necessary to authorize the bound or subject. (d) The execution, delivery and performance by such Investor of this Agreement. (c) , and the consummation by such Investor of the transactions contemplated hereunder, have been duly authorized by all necessary corporate and shareholder action on the part of such Investor, and no further approval or authorization shall be required on the part of such Investor. This Agreement has been duly executed and delivered by such Investor andInvestor. Assuming due authorization, assuming execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability thereof may be limited by. (e) Such Investor: (i) applicable bankruptcyis acquiring the Company Ordinary Shares for its own account, insolvencysolely for investment and not with a view toward, fraudulent conveyanceor for sale in connection with, reorganizationany distribution thereof in violation of any foreign, moratorium federal, state or similar Laws from time to time local securities or “blue sky” laws, or with any present intention of distributing or selling such Company Ordinary Shares, as applicable, in effect affecting generally the enforcement violation of creditors’ rights and remedies; and any such laws, (ii) general principles has such knowledge and experience in financial and business matters and in investments of equity regardless this type that it is capable of whether enforcement evaluating the merits and risks of its investment in the Company Ordinary Shares, as applicable, and of making an informed investment decision and (iii) is sought in equity an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Such Investor understands that the Company is relying on the statements contained herein to establish an exemption from registration under the Securities Act and under foreign, federal, state and local securities Laws and acknowledges that the Company Ordinary Shares issued to it by the Company pursuant to the Deed of Issue are not registered under the Securities Act or at Law. (d) Other than any other applicable Law and that such Company Ordinary Shares may not be Transferred except pursuant to the filings required by Section 13 registration provisions of the Exchange Securities Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination compliance with any other event applicable Law) or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract pursuant to which such Investor is a party or by which any of its properties or assets is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentsan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: (a) Such , such Investor is duly formedbeneficially owns only the number of shares of Common Stock as described opposite its name on Exhibit A and Exhibit A includes all Affiliates of any Investors that own any securities of the Company beneficially or of record, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute the Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof and (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when execution, delivery and as the same is due), the execution and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor member is a party or by which any of its properties or assets it is bound, (Ce) does the responses to the questionnaire titled “Director Nominee Questionnaire in connection with the 2010 Annual Meeting of Stockholders” delivered to the Company by the Investor Director are true and correct in all material respects, at the date of this Agreement and at the date of nomination and upon commencement of his term in office and (f) such Investor is not result in the creation party to any agreement, arrangement, understanding or imposition relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, whether by means of any Lien on any part of the properties derivatives or assets of otherwise, by such Investor, the purpose or effect of which is to mitigate loss to, reduce the economic risk (Dof ownership or otherwise) does of shares of any class or series of the Company by, including but not violate any Order binding on limited to “short” positions in shares of common stock, “long” puts, “short” calls, “short” forward or swap positions, manage the risk of share price changes for, or increase or decrease the voting power of, such Investor with respect to the shares of any class or series of the Company, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Company (“Short Interests”); provided that, such Short Interests shall not include “long” in-the-money put option positions with respect to any shares of Common Stock maintained by 3 Rivers Activist Partners, L.P. (“3 Rivers”) and Gladius Investors, L.P. (“Gladius”) as of the date hereof, or any part such positions acquired or established by 3 Rivers and Gladius after the date hereof solely with respect to any additional shares of its properties Common Stock acquired by 3 Rivers and Gladius and only in the amount representing a ratio, of such long in-the-money put option positions to newly acquired shares, being lesser or assets, equal to the current ratio of such put option positions maintained by 3 Rivers and (E) does not otherwise require any Governmental Approvals or any Third Party ConsentsGladius to the shares of common stock owned by 3 Rivers and Gladius as of the date hereof.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, jointly and severally represents and warrants to the Company on behalf of itself and not jointly that (a)(i) as of the date hereof: of this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Schedule A to this Agreement and each such schedule includes all Affiliates of any Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investors have any interest or right to acquire, whether through derivative securities, voting agreements or otherwise; (aa)(ii) Such Investor is duly formedthe other persons and entities listed on Schedule A hereto are all of the Affiliates of Legion that beneficially own, validly existing and in good standing under the Laws directly or indirectly, shares of Delaware with all requisite power and authority required to conduct its business as presently conducted. Common Stock; (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles; (c) such Investor has the enforcement authority to execute the Agreement on behalf of creditors’ rights itself and remediesthe applicable Investor associated with that signatory’s name, and to bind such Investor to the terms of this Agreement; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file cause each of its respective Related Persons to comply with the SEC when terms of this Agreement, and as (e) the same is due)execution, the execution delivery and delivery performance of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: does not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor member is a party or by which it is bound. Each Investor represents and warrants that it has no voting commitments (written or oral) with ▇▇. ▇▇▇▇▇▇▇▇▇ as of the date hereof and agrees that it shall not compensate or otherwise incentivize ▇▇. ▇▇▇▇▇▇▇▇▇ (or any Replacement) for his involvement in the Company or serving on the Board or enter into voting commitments, (written or oral) relating to the Company with any director or officer of the Company. Each Investor further represents and warrants that it does not have, directly or indirectly, any agreements, arrangements or understandings with any person (other than their own Investor Group Representatives) with respect to its investment in the Company, any potential transaction involving the Company, or the acquisition, voting or disposition of any securities of the Company, except as otherwise disclosed publicly in the Investor Group’s Schedule 13D, as amended from time to time. The Investors represent and warrant that no member of the Investor Group has any control or influence over any compensation or other monetary payments to be received by ▇▇. ▇▇▇▇▇▇▇▇▇ (or any Replacement) in connection with his service as a director of the Company and that none of the Investors are aware of any facts or circumstances that will prevent ▇▇. ▇▇▇▇▇▇▇▇▇ (or any Replacement) from exercising independent judgment with respect to any matter involving the Company or items that may come before the Board or any of its properties or assets is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentscommittees.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: (a) Such , such Investor is duly formedbeneficially owns only the number of shares of Common Stock as described opposite its name on Exhibit A and Exhibit A includes all Affiliates of any Investors that own any securities of the Company beneficially or of record, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute the Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof and (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when execution, delivery and as the same is due), the execution and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor member is a party or by which it is bound (e) the responses to the standard form of questionnaire used by the Company and delivered to the Company by the Investor Directors are true and correct in all material respects, at the date of this Agreement and at the date of nomination and upon commencement of his term in office and (f) such Investor is not party to any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, whether by means of its properties derivatives or assets is boundotherwise, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of by such Investor, the purpose or effect of which is to mitigate loss to, reduce the economic risk (Dof ownership or otherwise) does of shares of any class or series of the Company by, including but not violate any Order binding on limited to “short” positions in shares of common stock, “long” puts, “short” calls, “short” forward or swap positions, manage the risk of share price changes for, or increase or decrease the voting power of, such Investor with respect to the shares of any class or series of the Company, or which provides, directly or indirectly, the opportunity to profit from any part decrease in the price or value of its properties the shares of any class or assets, and series of the Company (E) does not otherwise require any Governmental Approvals or any Third Party Consents“Short Interests”).

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, severally represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: , such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit B, and Exhibit B includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (a) Such Investor is duly formedother than a broad-based market basket or index), validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. or otherwise, (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed executed, and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization, moratorium or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute this Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the SEC when terms of this Agreement and as (e) the same is due)execution, the execution delivery and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment, or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event that with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which any of its properties or assets it is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consents.

Representations and Warranties of the Investors. Each Investor of the Investors, on behalf of itself and not any other Investor, hereby represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Such Investor is duly formed, validly existing the sole record and in good standing under Beneficial Owner of the Laws number of Delaware with shares of Target Common Stock listed on Annex A opposite such Investor’s name and such shares constitute all requisite power and authority required to conduct its business as presently conductedof the shares of capital stock of the Company owned of record or Beneficially Owned by such Investor. (b) Such Investor has been duly formed, is validly existing and is in good standing under the laws of its state of organization. Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder. under this Agreement and to consummate the transactions contemplated hereby. (c) The execution and delivery by such Investor of this Agreement and Agreement, the performance by such Investor of its obligations hereunder have under this Agreement and the consummation of the transactions contemplated hereby (assuming that the consents, approvals and filings referred to in Section 3.4 of the Merger Agreement are duly obtained and/or made) do not and will not conflict with, violate any provision of, or require the consent or approval of any Person under, Applicable Law, the organizational documents of such Investor or any contract or agreement to which such Investor is a party. (d) The execution, delivery and performance of this Agreement by such Investor has been duly authorized by all requisite limited liability company action of such Investor. No other necessary corporate action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) Investor. This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery by each of the Companyother parties hereto, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to the extent that the enforceability thereof may be limited bybankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. (e) Such Investor: (i) applicable bankruptcyis acquiring the Shares for its own account, insolvencysolely for investment and not with a view toward, fraudulent conveyanceor for sale in connection with, reorganizationany distribution thereof in violation of any federal or state securities or “blue sky” laws, moratorium or similar Laws from time to time with any present intention of distributing or selling such Shares in effect affecting generally the enforcement violation of creditors’ rights and remedies; and any such laws, (ii) general principles has such knowledge and experience in financial and business matters and in investments of equity regardless this type that it is capable of whether enforcement evaluating the merits and risks of its investment in the Shares and of making an informed investment decision and (iii) is sought an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Such Investor has requested, received, reviewed and considered all information that such Investor deems relevant in equity or at Law. (d) Other than making an informed decision to invest in the filings required by Section 13 Shares and has had an opportunity to discuss the Company’s business, management and financial affairs with its management and also had an opportunity to ask questions of officers of the Exchange Company that were answered to such Investor’s satisfaction. Such Investor understands that the Company is relying on the statements contained herein to establish an exemption from registration under the Securities Act (which and under state securities laws and acknowledges that the Shares are not registered under the Securities Act or any other applicable law and that such Investor shall file with shares may not be Transferred except pursuant to the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision registration provisions of the Constituent Documents of such Investor; and (ii)(A) does not conflict with Securities Act or violate any pursuant to an applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which any of its properties or assets is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentsexemption therefrom.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: (a) Such of this Agreement, such Investor is duly formedbeneficially owns, validly existing directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A and Exhibit A includes all Affiliates of any Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in good standing under which the Laws of Delaware with all requisite power and authority required Investors have any interest or right to conduct its business as presently conducted. acquire, whether through derivative securities, voting agreements or otherwise, (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute the Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles to bind such Investor to the terms of equity regardless of whether enforcement is sought in equity or at Law. this Agreement, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file use its commercially reasonable efforts to cause each of its respective Related Persons to comply with the SEC when terms of this Agreement, and as (e) the same is due)execution, the execution delivery and delivery performance of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: does not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor member is a party or by which it is bound. Each Investor further agrees that it shall not compensate any New Director for serving on the Board or enter into any contract, agreement, arrangement, commitment or understanding (whether written or oral) relating to the Company with any director or officer of the Company. Each Investor represents and warrants that it has no voting commitments or other arrangements or understandings with any of its properties or assets is bound, (C) the New Directors as of the date hereof. Each Investor represents and warrants that it does not result in have, directly or indirectly, any agreements, arrangements or understandings with any person (other than their own Representatives) with respect to any potential transaction involving the creation Company, the acquisition, voting or imposition disposition of any Lien on any part securities of the properties Company, or assets the potential submission of any proposals or director nominations at the Company (other than Investor’s agreements, arrangements or understandings with any potential director candidate concerning Investor’s nomination or potential nomination of such Investorcandidate to the Board, (D) does not violate any Order binding on such Investor or any part all of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentswhich matters have been subsequently addressed by this Agreement).

Representations and Warranties of the Investors. Each As a material inducement to BigBear to enter into the transactions contemplated by this Agreement, each Principal Investor represents and warrants to the Company on behalf of itself and not jointly that BigBear as of the date hereofhereof that: (a) Such Principal Investor is duly formedorganized, validly existing and in good standing under the Laws laws of Delaware with the jurisdiction of its formation and has all requisite power and authority required to conduct carry on its business as presently conducted and as proposed to be conducted. (b) Such Principal Investor has all requisite limited liability full power and authority to execute enter into this Agreement. This Agreement, when executed and deliver this Agreement and to perform its obligations hereunder. The execution and delivery delivered by such Principal Investor of this Agreement will constitute the valid and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action legally binding obligation of such Investor. Principal Investor enforceable against it in accordance with its terms, except as limited by the Enforceability Exceptions. (c) No other action consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Principal Investor (or any of its members affiliated Investors) in connection with the consummation of the transactions contemplated by this Agreement, other than disclosure reports regarding such transactions that such Principal Investor (or any of its affiliated Investors) is necessary required to authorize file in accordance with the terms of the Exchange Act. (d) The execution, delivery and performance by such Principal Investor of this Agreement. (c) This Agreement has been duly executed and delivered the consummation by such Principal Investor and, assuming this Agreement has been duly authorized, executed (and delivered by each of its affiliated Investors) of the Company, constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor transactions contemplated hereby will not result in accordance with its terms, except to the extent that the enforceability thereof may be limited by: any violation or default (i) applicable bankruptcyof any provisions of its organizational documents, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor instrument, judgment, order, writ or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract decree to which such Investor it is a party or by which any of its properties or assets it is bound, (Ciii) does not result in the creation under any note, indenture or imposition mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) of any Lien on any part provision of the properties federal or assets of such Investorstate statute, rule or regulation applicable to it, in each case (D) does not violate any Order binding other than clause (i)), which would have a material adverse effect on such Investor or any part its ability to consummate the transactions contemplated hereby. (e) Such Principal Investor (or each of its properties affiliated Investors, as applicable) is the record and beneficial owner of all of such Principal Investor’s (or assetssuch Investors, as applicable) Purchased Shares set forth on Exhibit A attached hereto and (E) does not otherwise require any Governmental Approvals or any Third Party Consentshas good, valid and marketable title to such Purchased Shares, free and clear of all liens and encumbrances, other than those existing under applicable securities laws.

Representations and Warranties of the Investors. Each Investor hereby represents and warrants to the Company on behalf of itself and not jointly that as of the date hereoffollows: (a) Such If such Investor is not an individual, such Investor is duly formedorganized, validly existing and in good standing under the Laws laws of Delaware with all requisite power and authority required to conduct the jurisdiction of its business as presently conducted. (b) organization. Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. under this Agreement. (b) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) Applicable Law, (y) if such Investor is not an individual, its organizational documents or (z) any material contract or agreement to which it is a party. (c) If such Investor is not an individual, the execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations under this Agreement have been duly authorized by all requisite limited liability company necessary corporate or other analogous action of such Investor. No on its part and does not require any corporate or other action on the part of such Investor any trustee or its members is necessary beneficial or record owner of any equity interest in it, other than those which have been obtained prior to authorize the execution, delivery date hereof and performance by such Investor of this Agreementare in full force and effect. (cd) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery by the Companyother parties hereto, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other laws of general applicability relating to or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) to general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which any of its properties or assets is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consents.

Representations and Warranties of the Investors. Each Investor of the Investors hereby severally, and not jointly, represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofhereof and as of the Closing Date to the Company as follows: (a) Such Investor is duly formed, organized and validly existing and in good standing under the Laws laws of Delaware its state of formation, with all requisite necessary power and authority required to own properties and to conduct its business as presently currently conducted. (b) Such Investor has all requisite limited liability necessary legal power and authority to execute enter into, deliver and deliver this Agreement and to perform its obligations hereunderunder the Related Agreements. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance of the Related Agreements by such Investor and the consummation by it of this Agreement. (c) This Agreement the transactions contemplated thereby have been duly and validly authorized by all necessary legal action, and no further consent or authorization of such Investor is required. Each of the Related Agreements has been duly executed and delivered by such Investor andInvestor, assuming this Agreement has been duly authorizedwhere applicable, executed and delivered by the Company, constitutes the legal, valid and binding obligation obligations of such Investor; provided, enforceable against that, with respect to each such Investor in accordance with its termsagreement, except to the extent that the enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or similar Laws laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; remedies generally and (ii) by general principles of equity (regardless of whether enforcement is sought such principles are considered in a proceeding in equity or at Lawlaw). (dc) Other than the filings required by Section 13 The execution, delivery and performance of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement Related Agreements by such Investor and the performance consummation by such Investor of its obligations under this Agreement: the transactions contemplated thereby will not (id) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law result in a breach or violation of any Governmental Authority having jurisdiction over the Investor or any part of the properties terms or assets of the Investorprovisions of, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both)under, any Contract material agreement to which such Investor is a party or by which such Investor is bound or to which any of its properties the property or assets of such Investor is boundsubject, (Ce) does not conflict with or result in any violation of the creation provisions of the organizational documents of such Investor, or imposition (f) violate any statute, order, rule or regulation of any Lien on any part of court or governmental agency or body having jurisdiction over such Investor or the properties property or assets of such Investor, except in the case of clauses (Da) does and (c), for such conflicts, breaches, violations or defaults would not violate prevent the consummation of the transactions contemplated by the Related Agreements. (d) It is either (i) a Qualified Institutional Buyer or (ii) an Institutional Accredited Investor. (e) It is acquiring the Preferred Securities for its own account, for investment purposes only and not with a view to any Order binding on such Investor distribution thereof that would not otherwise comply with the Securities Act. (f) It understands that (i) the Preferred Securities have not been registered under the Securities Act and the Preferred Securities are being issued by the Company in transactions exempt from the registration requirements of the Securities Act and (ii) all or any part of its properties the Preferred Securities may not be offered or assetssold except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable state laws. (g) It understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to it) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (Eh) does It did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to it, except as otherwise require any Governmental Approvals provided for in this Agreement. (i) The Investors are not and are not using the assets of (i) an employee benefit plan as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or any Third Party Consentsentity whose underlying assets are treated as assets of such employee benefit plans, or (ii) a “plan” as defined in Section 4975(e)(1) of the Code, or an entity whose underlying assets are treated as the assets of such plan. (j) It has sufficient knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of having invested in, the Preferred Securities. (k) Each of the Investors is a citizen of the United States within the meaning of 46 U.S.C. Sec. 50501 (a “U.S. Citizen”). (l) Such Investor understands that the Preferred Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the applicability of such exemptions and the suitability of such Investor to acquire the Preferred Securities.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, severally, and not jointly, represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: , such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investors have any interest or right to acquire, whether through derivative securities, voting agreements, or otherwise (a) Such Investor is duly formedother than a broad-based market basket or index), validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed executed, and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization, moratorium or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute this Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the SEC when terms of this Agreement, and as (e) the same is due)execution, the execution delivery, and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment, or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event that with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration, or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor member is a party or by which any of its properties or assets it is bound. The Investor Group acknowledges the Shareholder Rights Plan (the “Rights Plan”) with W▇▇▇▇ Fargo Bank, (C) does not result in N.A., a national banking association, and that under the creation Rights Plan, any Investor must seek a waiver from the Company under the Rights Plan prior to acquiring beneficial ownership of 4.99% or imposition of any Lien on any part more of the properties or assets of such InvestorCommon Stock outstanding, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentssubject to certain exceptions under the Rights Plan.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, jointly and severally represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: , such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A or Exhibit B (aas applicable), and Exhibit A or Exhibit B (as applicable) Such includes all Affiliates of any such Investor is duly formedthat own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which such Investor has any interest or right to acquire, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. whether through derivative securities, voting agreements or otherwise, (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute the Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof, (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file use its commercially reasonable efforts to cause its respective Related Persons to comply with the SEC when terms of this Agreement, and as (e) the same is due)execution, the execution delivery, and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event that with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor is a party or by which any of its properties or assets it is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consents.

Representations and Warranties of the Investors. Each Investor of the Investors hereby severally, and not jointly, represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofhereof and as of the respective Closing Date to the Company as follows: (a) Such Investor is an individual or is an organization duly formed, organized and validly existing and in good standing under the Laws laws of Delaware its state of formation, with all requisite necessary power and authority required to own properties and to conduct its business as presently currently conducted. (b) Such Investor has all requisite limited liability necessary legal power and authority to execute enter into, deliver and deliver this Agreement and to perform its obligations hereunderunder the Related Agreements. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance of the Related Agreements by such Investor and the consummation by it of this Agreement. (c) This Agreement the transactions contemplated thereby have been duly and validly authorized by all necessary legal action, and no further consent or authorization of such Investor is required. Each of the Related Agreements to which the Investor is a party has been duly executed and delivered by such Investor andInvestor, assuming this Agreement has been duly authorizedwhere applicable, executed and delivered by the Company, constitutes the legal, valid and binding obligation obligations of such Investor; provided, enforceable against that, with respect to each such Investor in accordance with its termsagreement, except to the extent that the enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or similar Laws laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; remedies generally and (ii) by general principles of equity (regardless of whether enforcement is sought such principles are considered in a proceeding in equity or at Law.law). HUSA – Securities Purchase Agr – Series A Preferred 7 (dc) Other than the filings required by Section 13 The execution, delivery and performance of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement Related Agreements by such Investor and the performance consummation by such Investor of its obligations under this Agreement: the transactions contemplated thereby will not (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law result in a breach or violation of any Governmental Authority having jurisdiction over the Investor or any part of the properties terms or assets of the Investorprovisions of, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both)under, any Contract material agreement to which such Investor is a party or by which such Investor is bound or to which any of its properties the property or assets of such Investor is boundsubject, (Cii) does not conflict with or result in any violation of the creation provisions of the organizational documents of such Investor, or imposition (iii) violate any statute, order, rule or regulation of any Lien on any part of court or governmental agency or body having jurisdiction over such Investor or the properties property or assets of such Investor, except in the case of clauses (Di) does and (iii), for such conflicts, breaches, violations or defaults would not violate prevent the consummation of the transactions contemplated by the Related Agreements. (d) It is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (e) It is acquiring the Preferred Securities for its own account, for investment purposes only and not with a view to any Order binding on such Investor distribution thereof that would not otherwise comply with the Securities Act. (f) It understands that (i) the Preferred Securities have not been registered under the Securities Act and the Preferred Securities are being issued by the Company in transactions exempt from the registration requirements of the Securities Act and (ii) all or any part of the Preferred Securities may not be offered or sold except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable state laws. (g) It understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to it) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (h) It did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to any such broker or finder, except as otherwise provided for in this Agreement. (i) Such Investor is not and is not using the assets of (i) an employee benefit plan as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or any entity whose underlying assets are treated as assets of such employee benefit plans, or (ii) a “plan” as defined in Section 4975(e)(1) of the Code, or an entity whose underlying assets are treated as the assets of such plan. (j) Such Investor: (i) is able to fend for itself in the Transactions; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its properties or assetsprospective investment in the Preferred Securities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. (k) Such Investor acknowledges that (i) it has conducted its own investigation of the Company and the terms of the Preferred Securities, (ii) it has had access to the Company’s public filings with the SEC and to such financial and other information as it deems necessary to make its decision to purchase the Preferred Securities, (iii) it is aware that the Company is presently below compliance standards relating to the continued listing of its Common Stock on the NYSE Mkt and that the Common Stock is subject to delisting from the NYSE Mkt if non-compliance is not cured, of which there can be no assurance, and (Eiv) has been offered the opportunity to conduct such review and analysis of the business, assets, condition, operations and prospects of the Company and the Company Subsidiaries and to ask questions of the Company and received answers thereto, each as it deemed necessary in connection with the decision to purchase the Preferred Securities. Such Investor further acknowledges that it has had such opportunity to consult with its own counsel, financial and tax advisors and other professional advisers as it believes is sufficient for purposes of the purchase of the Preferred Securities. The foregoing, however, does not otherwise require limit or modify the representations and warranties of the Company in Article II of this Agreement or the right of the Investor to rely on such representations and warranties. HUSA – Securities Purchase Agr – Series A Preferred 8 (l) Except for the representations and warranties contained in Article II of this Agreement (including any Governmental Approvals references in such Section to the SEC Reports), such Investor acknowledges that neither the Company nor any Person on behalf of the Company makes, and the Investor has not relied upon, any other express or implied representation or warranty with respect to the Company or any Third Party ConsentsCompany Subsidiaries or with respect to any other information provided to the Investor in connection with the Transactions. (m) Such Investor is a citizen of the United States within the meaning of 46 U.S.C. Sec. 50501 (a “U.S. Citizen”). (n) Such Investor understands that the Preferred Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the applicability of such exemptions and the suitability of such Investor to acquire the Preferred Securities. (o) Such Investor understands that the certificates evidencing the Preferred Securities and the Common Stock issuable upon conversion of the Preferred Securities may bear a legend or other restriction substantially to the following effect (it being agreed that if any such securities are not certificated other appropriate restrictions shall be implemented to give effect to the following): “THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY COMPANY SUBSIDIARY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.”

Representations and Warranties of the Investors. Each The Investor represents and warrants to the Company on behalf of itself and not jointly that Company, as of the date hereof:hereof and as of the Closing Date (except to the extent made only as of a specified date, in which case such representation and warranty is made as of such date): (a) Such Section 5.1. The Investor has been duly incorporated and is duly formed, validly existing and in good standing (to the extent this concept applies) under the Laws laws of Delaware with all requisite its jurisdiction of incorporation and is not in liquidation or receivership or the subject of any insolvency or bankruptcy proceedings, except to the extent that the failure to be so qualified or be in good standing (to the extent this concept applies) would not have a material adverse effect on the power and authority required to conduct its business as presently conducted. (b) Such ability of the Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of under this Agreement. (c) Section 5.2. This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorized, executed and delivered by the Investor. Assuming due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes the a legal, valid and binding obligation of such the Investor, enforceable against such the Investor in accordance with its terms, except to as the extent that the enforceability enforcement thereof may be limited by: (i) applicable by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws from time laws relating to time in effect or affecting generally the enforcement of creditors’ rights and remedies; and (ii) remedies of creditors or by general principles of equity regardless of whether enforcement is sought in equity or at Lawequitable principles. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the 5.3. The execution and delivery of this Agreement by such the Investor of, and the performance by such the Investor of its obligations under, this Agreement do not contravene any provision of (i) applicable law, (ii) certificate of incorporation, bylaws or other constitutive document of the Investor, or (iii) any agreement, or other instrument binding upon the Investor or any of its subsidiaries that is material to the Investor, or any judgment, order or decree of any governmental body, agency, or court having jurisdiction over the Investor or any subsidiary, except that in the case of clauses (i) and (iii) as would not, individually, or in the aggregate, reasonably be expected to have a material adverse effect on the power and ability of the Investor to perform its obligations under this Agreement. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Investor of its obligations under this Agreement: (i) does , except such as have been obtained or waived. Section 5.4. The Securities will be acquired for the Investor’s own account, not violate as nominee or agent, and not with a view to the resale or distribution of any provision part thereof in violation of the Constituent Documents of such Investor; Securities Act, and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to the Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by the Investor to hold the Securities for any period of time. The Investor is not a broker-dealer registered with the SEC under the Exchange Act or an entity engaged in a business that would require it to be so registered. Section 5.5. The Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. Section 5.6. The Investor has had an opportunity to receive, review and understand all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Securities, and has had the opportunity to conduct and complete its own independent due diligence. The Investor has received copies of the SEC Documents, which were made available to the Investor through the SEC’s E▇▇▇▇ system. Based on the information the Investor has deemed appropriate, and without reliance upon the Placement Agents, it has independently made its own analysis and decision to enter into the Transaction Documents. The Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the execution, delivery and performance of the Transaction Documents, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including, but not limited to, all business, legal, regulatory, accounting, credit and tax matters. The Investor has not relied on any advice furnished by or on behalf of the Placement Agents in connection with the transactions contemplated hereby. Neither such inquiries nor any other due diligence investigation conducted by the Investor shall modify, limit or otherwise affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement or on the truth, accuracy and completeness of the SEC Documents. Section 5.7. The Investor understands that the Securities are “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Section 5.8. The Investor is either an institution that is an “accredited investor” within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Securities Act or a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and the Investor is an “institutional account” within the meaning of FINRA Rule 4512(c) and has executed and delivered to the Company its Investor Questionnaire, which the Investor represents and warrants is true, correct and complete. The Investor is a sophisticated institutional investor with sufficient knowledge, sophistication and experience in business, including transactions involving private investments in public equity, to properly evaluate the risks and merits of its purchase of the Securities. The Investor has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Securities and participation in the transactions contemplated by this Agreement (a) are fully consistent with its financial needs, objectives and condition, (b) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to the Investor and (c) are a fit, proper and suitable investment for the Investor, notwithstanding the substantial risks inherent in investing in or holding the Securities. Section 5.9. The Investor hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Securities, and that (i) the Placement Agents are acting solely as placement agents in connection with the execution, delivery and performance of this Agreement and are not acting as an underwriter or in any other capacity and are not and shall not be construed as fiduciaries for the Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) the Placement Agents have not made and will not make any representation or warranty, whether express or implied, of any kind or character and have not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the Placement Agents will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or assets prospects of, or any other matter concerning the Company and (d) the Placement Agents will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to the Investor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents. Section 5.10. The Investor did not learn of the investment in the Securities as a result of any general solicitation or general advertising (as those terms are used in Regulation D). Section 5.11. Other than the Placement Agents, no Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor. Section 5.12. Other than consummating the transactions contemplated hereunder, the Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with the Investor, directly or indirectly, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Investor was first contacted by the Company, the Placement Agents or any other Person regarding the transactions contemplated hereby and ending on the date hereof. Notwithstanding the foregoing, in the case of the Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Investor, (B) does not require ’s assets and the Consent portfolio managers have no direct knowledge of any Person under, violate, result in the termination or acceleration investment decision made by the portfolio managers managing other portions of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without noticethe Investor’s assets, the passage representation set forth above shall only apply with respect to the portion of time or both)assets managed by the portfolio manager that made the investment decision to purchase the Securities. The Investor, any Contract its Affiliates and, to which such Investor is a party or by which any of its properties or assets is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets knowledge of such Investor, authorized representatives and advisors of the Investor who are aware of the transactions contemplated hereby, maintained the confidentiality of all disclosures made to it in connection with this transaction (D) does not violate including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any Order binding on such Investor actions, with respect to the identification of the availability of, or any part of its properties securing of, available shares to borrow in order to effect Short Sales or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentssimilar transactions in the future.

Representations and Warranties of the Investors. Each Investor represents and warrants to the Company each other Party, solely with respect to itself, that on behalf of itself and not jointly that as of the date hereofsuch Investor became a party to this Agreement: (a) Such If such Investor is an entity, it is duly formed, organized and validly existing and in good standing formed under the Laws laws of Delaware with all requisite power and authority required to conduct the jurisdiction of its business as presently conductedorganization. (b) Such Investor has all requisite limited liability the full right, power and authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder. under this Agreement. (c) The execution and delivery by such Investor it of this Agreement and the performance by such Investor of its obligations hereunder under this Agreement have been duly authorized by all requisite limited liability company necessary corporate or other analogous action of such Investor. No on its part and does not require any corporate or other action on the part of any trustee or beneficial or record owner of any equity interest in such Investor or its members is necessary to authorize the executionInvestor, delivery other than those that have been obtained and performance by such Investor of this Agreementare in full force and effect. (cd) This Agreement has been duly executed and delivered (or is deemed to have been duly executed and delivered) by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery by the Company, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other laws of general applicability relating to or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) to general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (de) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the The execution and delivery (or deemed execution and delivery) by such Investor of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does Agreement do not and will not conflict with, result in a breach of or violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with of, or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent consent or approval of any Person under(except for any such consents or approvals which have been obtained) under applicable law, violateany trust instrument, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance)organizational document, or conflict with, breach any contract or constitute a default under (in each case with or without notice, the passage of time or both), any Contract agreement to which such Investor is a party. (f) Such Investor has not granted or become a party to, and shall not grant or by become a party to any proxy, voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement or would otherwise frustrate or limit the ability of such Investor to comply with its properties obligations hereunder. (g) As of the date of this Agreement, other than this Agreement, there are no voting trusts, stockholder agreements, proxies or assets is bound, (C) does not result other agreements in effect pursuant to which such Investor has a contractual obligation with respect to the creation voting or imposition Transfer of any Lien on Common Shares or that are otherwise inconsistent with or conflict with any part provision of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentsthis Agreement.

Representations and Warranties of the Investors. (a) Each Investor jointly and severally represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: of this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A to this Agreement, and such exhibit includes all Affiliates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (a) Such Investor is duly formedother than a broad-based market basket or index), validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. or otherwise, (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization, moratorium or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute this Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles to bind such Investor to the terms of equity regardless of whether enforcement is sought in equity or at Law. this Agreement, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file cause each of its respective Related Persons to comply with the SEC when terms of this Agreement, and as (e) the same is due)execution, the execution delivery, and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment, or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event that with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is bound. (b) Each Investor jointly and severally represents and warrants to the Company that it does not have, directly or indirectly, any agreements, arrangements, or understandings (written or oral) with any person with respect to its investment in the Company, the selection or identification of any person to fill any director or officer position for the Company, any potential transaction involving the Company, or the acquisition, voting or disposition of any securities of the Company. Each Investor further represents and warrants that (i) none of the Investors has any voting commitments (written or oral) with any of the New Directors; (ii) none of the Investors has any control or influence over any compensation or other monetary payments to be received by any of the New Directors in connection with their service as a director of the Company; (iii) none of the Investors are aware of any facts or circumstances that will prevent any New Director from exercising independent judgment with respect to any matter involving the Company or items that may come before the Board or any of its properties committees; and (iv) each New Director is independent of the Investor Group for purposes of the listing standards and other rules and regulations of the NYSE. Each Investor agrees that it shall not compensate or assets is boundotherwise incentivize any New Director (or any Replacement), (C) does not result through monetary compensation or otherwise, for his or her involvement in the creation Company or imposition of serving on the Board or enter into, or seek to enter into, any Lien on voting commitments (written or oral) relating to the Company with any part New Director (or any Replacement) or any director or officer of the properties or assets of Company. Upon proposing any Replacement pursuant to Section 1(c) hereof, the Investor Group shall be deemed to make the representations and warranties contained in this Section 6(b) with respect to any such Investor, (DReplacement as though the term “New Director” as used in this Section 6(b) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentswas replaced with the term “Replacement.”

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself and not any other Investor, hereby represents and warrants to the Company on behalf of itself and not jointly that as follows as of the date hereof:hereof (or, if applicable, as of the date the joinder agreement pursuant to which such Investor shall have become a party to this Agreement): (ai) Such Investor is Beneficially Owns and owns of record the number of shares of Company Common Stock as listed on Annex A (or, in the case of a joinder agreement, as listed on an annex to such joinder agreement) opposite such Investor’s name and such shares constitute all of the Equity Securities and Derivative Instruments of the Company Beneficially Owned or owned of record by such Investor. (ii) Such Investor has been duly formed, is validly existing and and, where such concept is applicable, is in good standing under the Laws laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) jurisdiction of organization. Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. under this Agreement. (iii) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) Applicable Law, (y) the organizational documents of such Investor or (z) any contract or agreement to which such Investor is a party. (iv) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations under this Agreement have been duly authorized by all requisite limited liability company action of such Investor. No necessary corporate or other analogous action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) Investor. This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery by the Companyother parties hereto, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other laws of general applicability relating to or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) to general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (d) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which any of its properties or assets is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consents.

Representations and Warranties of the Investors. Each Investor represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofPurchaser that: (a) Such Investor is duly formedThis Agreement and its execution, validly existing delivery and in good standing under performance by the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on behalf of the part of such Investor or and its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) trustees. This Agreement has been duly executed and delivered by such Investor andthe Investor, and assuming this Agreement has been duly authorized, executed the due execution and delivered delivery thereof by the CompanyPurchaser, constitutes the a legal, valid and binding obligation of such the Investor, enforceable against such the Investor in accordance with its terms, except to the extent that the as enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally by the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at LawEnforceability Exceptions. (db) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when The execution, delivery and as the same is due), the execution and delivery performance of this Agreement by such the Investor and the performance consummation by such the Investor of its obligations under this Agreement: (i) does the transactions contemplated hereby do not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investorwill not, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the giving of notice or the passage of time or both), (i) violate the provisions of any Contract Law or Order applicable to the Investor, (ii) violate the trust agreement of the Investor, (iii) require authorization, approval, consent or other action by any Person (other than authorizations, approvals and consents that have already been obtained and actions already taken) under, result in a breach of any of the terms of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which such the Investor is entitled under any provision of any agreement or other instrument to which the Investor is a party or by which any of its properties or assets the Investor is bound, or (Civ) does not result in the creation or imposition of any Lien on any part of the properties or assets Excluded Shares. (c) As of such Investorthe date hereof, (D) does not violate any Order binding on such the Investor or any part is the beneficial owner of its properties Excluded Shares, free and clear of any Liens and any other limitation or assetsrestriction (including any restriction on the right to vote or otherwise dispose of any such Excluded Shares) other than those created by this Agreement. The Investor and its trustees together will have, and (E) does not otherwise require any Governmental Approvals at all times during the term of this Agreement will have, with respect to its Excluded Shares, the sole power, directly or any Third Party Consentsindirectly, to vote such Excluded Shares.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself and not any other Investor, hereby represents and warrants to the Company on behalf of itself and not jointly that as follows as of the date hereof:hereof (or, if applicable, as of the date the joinder agreement pursuant to which such Investor shall have become a party to this Agreement): (a) Such Investor is duly formedthe sole record and Beneficial Owner of the number of shares of Company Common Stock listed on Annex A (or, validly existing in the case of a joinder agreement, as listed on an annex to such joinder agreement) opposite such Investor’s name and in good standing under such shares constitute all of the Laws Voting Securities of Delaware with all requisite power and authority required to conduct its business as presently conductedthe Company owned of record or Beneficially Owned by such Investor. (b) Such Investor (if it is not an individual) has been duly formed, is validly existing and, where such concept is applicable, is in good standing under the laws of its jurisdiction of organization. Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. under this Agreement. (c) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) Applicable Law, (y) the organizational documents of such Investor (if it is not an individual) or (z) any contract or agreement to which such Investor is a party. (d) The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations under this Agreement have been duly authorized by all requisite limited liability company action of such Investor. No necessary corporate or other analogous action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) Investor. This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery by the Companyother parties hereto, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. (e) In the extent that the enforceability thereof may be limited bycase of a KKR Investor, SP Investor or Other Gibco Investor, such Investor: (i) applicable bankruptcyis acquiring the Shares for its own account, insolvencysolely for investment and not with a view toward, fraudulent conveyanceor for sale in connection with, reorganizationany distribution thereof in violation of any foreign, moratorium federal, state or similar Laws from time to time local securities or “blue sky” laws, or with any present intention of distributing or selling such Shares in effect affecting generally the enforcement violation of creditors’ rights and remedies; and any such laws, (ii) general principles has such knowledge and experience in financial and business matters and in investments of equity regardless this type that it is capable of whether enforcement evaluating the merits and risks of its investment in the Shares and of making an informed investment decision and (iii) is sought an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. In the case of an Other MEP Investor, such Other MEP Investor: (x) is acquiring the Shares for its own account, solely for investment and not with a view toward, or for sale in equity connection with, any distribution thereof in violation of any foreign, federal, state or at Law. local securities or “blue sky” laws, or with any present intention of distributing or selling such Shares in violation of any such laws, (dy) Other than is not a “U.S. person” within the filings required by Section 13 meaning of Rule 902 of Regulation S under the Securities Act and (z) represents, warrants and undertakes that neither it, its affiliates (as defined in Rule 501(b) under the Securities Act), nor any Persons acting on its or their behalf has engaged or will engage in any directed selling efforts (as defined in Regulation S under the Securities Act) with respect to the Shares, and it and they have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act. Such Investor understands that the Company is relying on the statements contained herein to establish an exemption from registration under the Securities Act and under foreign, federal, state and local securities laws and acknowledges that the Shares are not registered under the Securities Act or any other Applicable Law and that such Shares may not be Transferred except pursuant to the registration provisions of the Exchange Securities Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination compliance with any other event Applicable Law) or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract pursuant to which such Investor is a party or by which any of its properties or assets is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentsan applicable exemption therefrom.

Representations and Warranties of the Investors. Each Investor of the Investors hereby severally, and not jointly, represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofhereof and as of the respective Closing Date to the Company as follows: (a) Such Investor is an individual or is an organization duly formed, organized and validly existing and in good standing under the Laws laws of Delaware its state of formation, with all requisite necessary power and authority required to own properties and to conduct its business as presently currently conducted. (b) Such Investor has all requisite limited liability necessary legal power and authority to execute enter into, deliver and deliver this Agreement and to perform its obligations hereunderunder the Related Agreements. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance of the Related Agreements by such Investor and the consummation by it of this Agreement. (c) This Agreement the transactions contemplated thereby have been duly and validly authorized by all necessary legal action, and no further consent or authorization of such Investor is required. Each of the Related Agreements to which the Investor is a party has been duly executed and delivered by such Investor andInvestor, assuming this Agreement has been duly authorizedwhere applicable, executed and delivered by the Company, constitutes the legal, valid and binding obligation obligations of such Investor; provided, enforceable against that, with respect to each such Investor in accordance with its termsagreement, except to the extent that the enforceability thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium or similar Laws laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; remedies generally and (ii) by general principles of equity (regardless of whether enforcement is sought such principles are considered in a proceeding in equity or at Law.law). HUSA – Securities Purchase Agr – Series B Preferred 7 (dc) Other than the filings required by Section 13 The execution, delivery and performance of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement Related Agreements by such Investor and the performance consummation by such Investor of its obligations under this Agreement: the transactions contemplated thereby will not (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law result in a breach or violation of any Governmental Authority having jurisdiction over the Investor or any part of the properties terms or assets of the Investorprovisions of, (B) does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both)under, any Contract material agreement to which such Investor is a party or by which such Investor is bound or to which any of its properties the property or assets of such Investor is boundsubject, (Cii) does not conflict with or result in any violation of the creation provisions of the organizational documents of such Investor, or imposition (iii) violate any statute, order, rule or regulation of any Lien on any part of court or governmental agency or body having jurisdiction over such Investor or the properties property or assets of such Investor, except in the case of clauses (Di) does and (iii), for such conflicts, breaches, violations or defaults would not violate prevent the consummation of the transactions contemplated by the Related Agreements. (d) It is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (e) It is acquiring the Units for its own account, for investment purposes only and not with a view to any Order binding on such Investor distribution thereof that would not otherwise comply with the Securities Act. (f) It understands that (i) the Units have not been registered under the Securities Act and are being issued by the Company in transactions exempt from the registration requirements of the Securities Act and (ii) all or any part of the Units and the underlying securities may not be offered or sold except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable state laws. (g) It understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to it) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (h) It did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to any such broker or finder, except as otherwise provided for in this Agreement. (i) Such Investor is not and is not using the assets of an employee benefit plan as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or any entity whose underlying assets are treated as assets of such employee benefit plans. (j) Such Investor: (i) is able to fend for itself in the Transactions; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its properties or assetsprospective investment in the Units; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. (k) Such Investor acknowledges that (i) it has conducted its own investigation of the Company and the terms of the Units, (ii) it has had access to the Company’s public filings with the SEC and to such financial and other information as it deems necessary to make its decision to purchase the Units, (iii) it is aware that the Company is presently below compliance standards relating to the continued listing of its Common Stock on the NYSE Mkt and that the Common Stock is subject to delisting from the NYSE Mkt if non-compliance is not cured, of which there can be no assurance, and (Eiv) has been offered the opportunity to conduct such review and analysis of the business, assets, condition, operations and prospects of the Company and the Company Subsidiaries and to ask questions of the Company and received answers thereto, each as it deemed necessary in connection with the decision to purchase the Units. Such Investor further acknowledges that it has had such opportunity to consult with its own counsel, financial and tax advisors and other professional advisers as it believes is sufficient for purposes of the purchase of the Units. The foregoing, however, does not otherwise require limit or modify the representations and warranties of the Company in Article II of this Agreement or the right of the Investor to rely on such representations and warranties. HUSA – Securities Purchase Agr – Series B Preferred 8 (l) Except for the representations and warranties contained in Article II of this Agreement (including any Governmental Approvals references in such Section to the SEC Reports), such Investor acknowledges that neither the Company nor any Person on behalf of the Company makes, and the Investor has not relied upon, any other express or implied representation or warranty with respect to the Company or any Third Party ConsentsCompany Subsidiaries or with respect to any other information provided to the Investor in connection with the Transactions. (m) Such Investor is a citizen of the United States within the meaning of 46 U.S.C. Sec. 50501 (a “U.S. Citizen”). (n) Such Investor understands that the Units are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the applicability of such exemptions and the suitability of such Investor to acquire the Units. (o) Such Investor understands that the certificates evidencing the Preferred Securities, the Warrants and the Common Stock issuable upon conversion of the Preferred Securities and exercise of the Warrants may bear a legend or other restriction substantially to the following effect (it being agreed that if any such securities are not certificated other appropriate restrictions shall be implemented to give effect to the following): “THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY COMPANY SUBSIDIARY, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.”

Representations and Warranties of the Investors. Each As a material inducement to the Company to enter into the transactions contemplated by this Agreement, each Investor represents and warrants to the Company on behalf of itself and not jointly that as of the date hereofhereof that: (a) Such Each Investor is duly formedorganized, validly existing and in good standing under the Laws laws of Delaware with the jurisdiction of its formation and has all requisite power and authority required to conduct carry on its business as presently conducted and as proposed to be conducted. (b) Such Each Investor has all requisite limited liability full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of enter into this Agreement. (c) . This Agreement has been duly Agreement, when executed and delivered by such each Investor and, assuming this Agreement has been duly authorized, executed and delivered by will constitute the Company, constitutes the legal, valid and legally binding obligation of such Investor, each Investor enforceable against such Investor in accordance with its terms, except as limited by the Enforceability Exceptions. (c) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of each Investor (or any of its affiliated Investors) in connection with the consummation of the transactions contemplated by this Agreement, other than disclosure reports regarding such transactions that each Investor (or any of its affiliated Investors) is required to file in accordance with the extent that terms of the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at LawExchange Act. (d) Other than the filings required The execution, delivery and performance by Section 13 of the Exchange Act (which such each Investor shall file with the SEC when and as the same is due), the execution and delivery of this Agreement by such Investor and the performance consummation by each such Investor of its obligations under this Agreement: the transactions contemplated hereby will not result in any violation or default (i) does not violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part provisions of the properties or assets of the Investorits organizational documents, (Bii) does not require the Consent of any Person underinstrument, violatejudgment, result in the termination order, writ or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract decree to which such Investor it is a party or by which any of its properties or assets it is bound, (Ciii) does not result in the creation under any note, indenture or imposition mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) of any Lien on any part provision of the properties federal or assets of such Investorstate statute, rule or regulation applicable to it, in each case (D) does not violate any Order binding other than clause (i)), which would have a material adverse effect on such Investor or any part its ability to consummate the transactions contemplated hereby. (e) The Investors (or each of its properties or assetsaffiliated Investors, as applicable) are the record and (E) does not otherwise require any Governmental Approvals or any Third Party Consentsbeneficial owners of all the Shares and have good, valid and marketable title to such Shares, free and clear of all liens and encumbrances, other than those existing under applicable securities laws.

Representations and Warranties of the Investors. Each Investor Investor, severally and not jointly, represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: , such Investor beneficially and/or of record owns, directly or indirectly, only the number of Common Shares and Preferred Shares as described opposite its name on Exhibit A and does not own beneficially and/or of record, directly or indirectly, any other securities (aincluding common and preferred equity interests and debt that is convertible into any equity interests) Such Investor of the Company, and Exhibit A includes all Affiliates and Associates of any Investors that own any securities (including common and preferred equity interests and debt that is duly formedconvertible into any equity interests) of the Company beneficially or of record and reflects all securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company in which the Investors or any of its Affiliates or Associates have any interest or right to acquire, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. whether through derivative securities, voting agreements or otherwise, (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute this Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the SEC when terms of this Agreement and as (e) the same is due)execution, the execution delivery and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor member is a party or by which any of its properties or assets it is bound. With respect to Section 3(b)(ii), each Investor (Cother than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇), severally and not jointly, represents and warrants to the Company that (x) does not result 2,833,250 Common Shares are held by Investors that have restrictions on illiquid investments in their organizational documents and (y) Section 3(b)(ii) would cause such Investors to violate the creation or imposition of any Lien on any part of the properties or assets terms of such Investororganizational documents, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentsabsent the proviso included in Section 3(b)(ii).

Representations and Warranties of the Investors. Each Investor represents and warrants to the Company each other Party, solely with respect to itself, that on behalf of itself and not jointly that as of the date hereof:such Investor became a party to this Agreement:‌ (a) Such If such Investor is an entity, it is duly formed, organized and validly existing and in good standing formed under the Laws laws of Delaware with all requisite power and authority required to conduct the jurisdiction of its business as presently conductedorganization. (b) Such Investor has all requisite limited liability the full right, power and authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder. under this Agreement. (c) The execution and delivery by such Investor it of this Agreement and the performance by such Investor of its obligations hereunder under this Agreement have been duly authorized by all requisite limited liability company necessary corporate or other analogous action of such Investor. No on its part and does not require any corporate or other action on the part of any trustee or beneficial or record owner of any equity interest in such Investor or its members is necessary to authorize the executionInvestor, delivery other than those that have been obtained and performance by such Investor of this Agreementare in full force and effect. (cd) This Agreement has been duly executed and delivered (or is deemed to have been duly executed and delivered) by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery by the Company, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other laws of general applicability relating to or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) to general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (de) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the The execution and delivery (or deemed execution and delivery) by such Investor of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does Agreement do not and will not conflict with, result in a breach of or violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with of, or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent consent or approval of any Person under(except for any such consents or approvals which have been obtained) under applicable law, violateany trust instrument, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance)organizational document, or conflict with, breach any contract or constitute a default under (in each case with or without notice, the passage of time or both), any Contract agreement to which such Investor is a party. (f) Such Investor has not granted or become a party to, and shall not grant or by become a party to any proxy, voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement or would otherwise frustrate or limit the ability of such Investor to comply with its properties obligations hereunder. (g) As of the date of this Agreement, other than this Agreement, there are no voting trusts, stockholder agreements, proxies or assets is bound, (C) does not result other agreements in effect pursuant to which such Investor has a contractual obligation with respect to the creation voting or imposition Transfer of any Lien on Common Shares or that are otherwise inconsistent with or conflict with any part provision of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentsthis Agreement.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, severally represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: , and other than shares of Common Stock, such Investor does not own beneficially or of record any securities of the Company, any direct or indirect rights or options to acquire such securities, or any derivative securities or contracts or instruments in any way related to the price of the Common Stock (a) Such Investor is duly formedother than a broad-based market basket or index), validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed executed, and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization, moratorium or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute this Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the SEC when terms of this Agreement, and as (e) the same is due)execution, the execution delivery, and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment, or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event that with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration, or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor member is a party or by which any of its properties or assets it is bound. The Investor Group acknowledges the Shareholder Rights Plan (the “Rights Plan”) with W▇▇▇▇ Fargo Bank, (C) does not result in N.A., a national banking association, and that under the creation Rights Plan, any Investor must seek a waiver from the Company under the Rights Plan prior to acquiring beneficial ownership of 4.99% or imposition of any Lien on any part more of the properties or assets of such InvestorCommon Stock outstanding, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentssubject to certain exceptions under the Rights Plan.

Representations and Warranties of the Investors. Each Investor represents and warrants to the Company each other Party, solely with respect to itself, that on behalf of itself and not jointly that as of the date hereofsuch Investor became a party to this Agreement: (a) Such If such Investor is an entity, it is duly formed, organized and validly existing and in good standing formed under the Laws laws of Delaware with all requisite power and authority required to conduct the jurisdiction of its business as presently conductedorganization. (b) Such Investor has all requisite limited liability the full right, power and authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder. under this Agreement. (c) The execution and delivery by such Investor it of this Agreement and the performance by such Investor of its obligations hereunder under this Agreement have been duly authorized by all requisite limited liability company necessary corporate or other analogous action of such Investor. No on its part and does not require any corporate or other action on the part of any trustee or beneficial or record owner of any equity interest in such Investor or its members is necessary to authorize the executionInvestor, delivery other than those that have been obtained and performance by such Investor of this Agreementare in full force and effect. (cd) This Agreement has been duly executed and delivered (or is deemed to have been duly executed and delivered) by such Investor and, assuming this Agreement has been duly authorizedthe due authorization, executed execution and delivered delivery by the Company, constitutes the a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except subject to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other laws of general applicability relating to or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) to general principles of equity regardless of whether enforcement is sought in equity or at Lawequity. (de) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when and as the same is due), the The execution and delivery (or deemed execution and delivery) by such Investor of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: (i) does Agreement do not and will not conflict with, result in a breach of or violate any provision of the Constituent Documents of such Investor; and (ii)(A) does not conflict with of, or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent consent or approval of any Person under(except for any such consents or approvals which have been obtained) under applicable law, violateany trust instrument, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance)organizational document, or conflict with, breach any contract or constitute a default under (in each case with or without notice, the passage of time or both), any Contract agreement to which such Investor is a party. (f) Such Investor has not granted or become a party to, and shall not grant or by become a party to any proxy, voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement or would otherwise frustrate or limit the ability of such Investor to comply with its properties obligations hereunder. (g) As of the date of this Agreement, other than this Agreement, there are no voting trusts, shareholder agreements, proxies or assets is bound, (C) does not result other agreements in effect pursuant to which such Investor has a contractual obligation with respect to the creation voting or imposition Transfer of any Lien on Common Shares or that are otherwise inconsistent with or conflict with any part provision of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentsthis Agreement.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, jointly and severally represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: (a) Such of this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, Exhibit A includes all Affiliates of any Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investors have any interest or right to acquire, whether through derivative securities, voting agreements or otherwise and no Investor is duly formeda member of a “group” within the meaning of Section 13(d)(3) of the Exchange Act other than the Investor Group, validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute the Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles to bind such Investor to the terms of equity regardless of whether enforcement is sought in equity or at Law. this Agreement, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file cause each of its respective Related Persons to comply with the SEC when terms of this Agreement and as shall be responsible for any violation of this Agreement by any such Related Person, and (e) the same is due)execution, the execution delivery and delivery performance of this Agreement by such Investor and the performance by such Investor of its obligations under this Agreement: does not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor member is a party or by which it is bound. Each Investor further agrees that it shall not compensate or indemnify the New Director for serving on the Board or enter into voting commitments or other agreements, arrangements or understandings relating to the Company or otherwise with the New Director, any other director or any officer of the Company. Each Investor represents and warrants that, as of the date hereof, it has no, and during the term of this Agreement it will not enter into any, (i) voting commitments or other agreements, arrangements or understandings with the New Director with respect to his service on the Board other than Investor’s proposal or potential nomination of such candidate to the Board, or (ii) any other agreement, arrangement or understanding that would affect the New Director’s independence or objectivity vis-à-vis the Investor Group. Each Investor represents and warrants that it does not have, directly or indirectly, any agreements, arrangements or understandings with any person (other than its own Representatives or other Investors) with respect to any potential transaction involving the Company or any of its properties subsidiaries, the acquisition, voting or assets is bound, (C) does not result in the creation or imposition disposition of any Lien on any part securities of the properties Company, or assets the potential submission of any proposals or director nominations to the Company (other than Investor’s understanding with the New Director concerning Investor’s proposal or potential nomination of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentscandidate to the Board).

Representations and Warranties of the Investors. Each Investor jointly and severally represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: of this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A to this Agreement, and such exhibit includes all Affiliates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (a) Such Investor is duly formedother than a broad-based market basket or index), validly existing and in good standing under the Laws of Delaware with all requisite power and authority required to conduct its business as presently conducted. or otherwise, (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization, moratorium or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute this Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles to bind such Investor to the terms of equity regardless of whether enforcement is sought in equity or at Law. this Agreement, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file cause each of its respective Related Persons to comply with the SEC when terms of this Agreement, and as (e) the same is due)execution, the execution delivery, and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment, or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event that with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is bound. (b)Each Investor jointly and severally represents and warrants to the Company that it does not have, directly or indirectly, any agreements, arrangements, or understandings (written or oral) with any person with respect to its investment in the Company, the selection or identification of any person to fill 10 any director or officer position for the Company, any potential transaction involving the Company, or the acquisition, voting or disposition of any securities of the Company. Each Investor further represents and warrants that (i) none of the Investors has any voting commitments (written or oral) with any of the New Directors; (ii) none of the Investors has any control or influence over any compensation or other monetary payments to be received by any of the New Directors in connection with their service as a director of the Company; (iii) none of the Investors are aware of any facts or circumstances that will prevent any New Director from exercising independent judgment with respect to any matter involving the Company or items that may come before the Board or any of its properties committees; and (iv) each New Director is independent of the Investor Group for purposes of the listing standards and other rules and regulations of the NYSE. Each Investor agrees that it shall not compensate or assets is boundotherwise incentivize any New Director (or any Replacement), (C) does not result through monetary compensation or otherwise, for his or her involvement in the creation Company or imposition of serving on the Board or enter into, or seek to enter into, any Lien on voting commitments (written or oral) relating to the Company with any part New Director (or any Replacement) or any director or officer of the properties or assets of Company. Upon proposing any Replacement pursuant to Section 1(c) hereof, the Investor Group shall be deemed to make the representations and warranties contained in this Section 6(b) with respect to any such Investor, (DReplacement as though the term “New Director” as used in this Section 6(b) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consentswas replaced with the term “Replacement.”

Representations and Warranties of the Investors. Each Investor of the Investors represents and warrants to the Company on behalf of itself warrants, severally and not jointly that jointly, as follows as of the date hereof: (a) Such Investor is duly formed, validly existing and in good standing under It has the Laws of Delaware with all requisite power and authority required to conduct its business as presently conductedexecute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby. (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and validly authorized, executed, and delivered by such Investor and, assuming this Agreement has been duly authorized, executed and delivered by each of the CompanyInvestors, constitutes the legal, a valid and binding obligation and agreement of such Investor, Investor and is enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws affecting the rights of creditors and subject to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Lawprinciples. (dc) Other than the filings required by Section 13 of the Exchange Act (which such Investor shall file with the SEC when The execution, delivery and as the same is due), the execution and delivery performance of this Agreement by such Investor each of the Investors does not and the performance by such Investor of its obligations under this Agreement: will not (i) does not violate or conflict with any provision of the Constituent Documents of law, rule, regulation, order, judgment or decree applicable to such Investor; and , or (ii)(Aii) does not conflict result in any material breach or material violation of, or constitute a material default (or an event which with notice or violate lapse of time or both could become a material default) under or pursuant to, or result in the loss of a material benefit under, or give any applicable Law right of termination, amendment, acceleration or cancellation of, (A) any Governmental Authority having jurisdiction over the Investor organizational document, if an entity, or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person underagreement, violatecontract, result in the termination commitment, understanding or acceleration of or of any right underarrangement, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which such Investor is a party or by which such Investor is bound. (d) As of the date hereof, the Investors and their Affiliates and Associates beneficially own in the aggregate 476,954 shares of Common Stock. (e) Neither of the Investors nor any of their Affiliates or Associates currently has, or currently has any right to acquire, any interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its properties Affiliates, including any swaps or assets is boundother derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, (C) does whether or not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, foregoing would give rise to beneficial ownership (D) does not violate any Order binding on such Investor or any part of its properties or assetsas determined under Rule 13d-3 promulgated under the Exchange Act), and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement). (Ef) does not otherwise require any Governmental Approvals or any Third Party ConsentsTo the best of his knowledge, Plants is ‘independent’ under the standards established by the rules of The NASDAQ Stock Market.

Representations and Warranties of the Investors. Each Investor Investor, on behalf of itself, severally represents and warrants to the Company on behalf of itself and not jointly that (a) as of the date hereof: (a) Such , such Investor is duly formedbeneficially owns, validly existing directly or indirectly, only the number of shares of Common Stock and Series A Preferred Shares as described opposite its name on Exhibit A and Exhibit A includes all Affiliates and Associates of any Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock and Series A Preferred Shares in good standing under which the Laws of Delaware with all requisite power and authority required Investors have any interest or right to conduct its business as presently conducted. acquire, whether through derivative securities, voting agreements or otherwise, (b) Such Investor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite limited liability company action of such Investor. No other action on the part of such Investor or its members is necessary to authorize the execution, delivery and performance by such Investor of this Agreement. (c) This Agreement has been duly executed and delivered by such Investor and, assuming this Agreement has been duly and validly authorized, executed and delivered by the Companysuch Investor, and constitutes the legal, a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except to the extent that the enforceability as enforcement thereof may be limited by: (i) by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws from time laws generally affecting the rights of creditors and subject to time in effect affecting generally general equity principles, (c) such Investor has the enforcement authority to execute the Agreement on behalf of creditors’ rights itself and remedies; the applicable Investor associated with that signatory’s name, and (ii) general principles of equity regardless of whether enforcement is sought in equity or at Law. to bind such Investor to the terms hereof, (d) Other than the filings required by Section 13 each of the Exchange Act (which such Investor Investors shall file cause its respective Representatives acting on its behalf to comply with the SEC when terms of this Agreement, and as (e) to the same is due)actual knowledge of each Investor, the execution execution, delivery, and delivery performance of this Agreement by such Investor does not and the performance by such Investor of its obligations under this Agreement: will not violate or conflict with (i) does not violate any provision of the Constituent Documents of such Investor; and law, rule, regulation, order, judgment or decree applicable to it, or (ii)(Aii) does not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Investor or any part of the properties or assets of the Investor, (B) does not require the Consent of any Person under, violate, result in the termination any breach or acceleration violation of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an event which with notice or without notice, the passage lapse of time or both)both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any Contract organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor is a party or by which any of its properties or assets it is bound, (C) does not result in the creation or imposition of any Lien on any part of the properties or assets of such Investor, (D) does not violate any Order binding on such Investor or any part of its properties or assets, and (E) does not otherwise require any Governmental Approvals or any Third Party Consents.