Investor Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

Investment Representations. This Debenture has been issued subject to certain investment representations of the original ​ set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

UBI and NOVA desire to make certain representations, warranties, covenants and agreements in connection with the Acquisition and also to prescribe various conditions to the Acquisition.

Pursuant to the terms of the Acquisition Agreement Documents, the Seller and Insight Mobile have made certain representations, warranties, covenants and agreements (collectively, the “Acquisition Agreement Document Undertakings”) with and/or to Assignor, and the Seller and Insight Mobile have agreed to indemnify Assignor in certain respects (collectively, the “Acquisition Agreement Document Indemnities”).

Notwithstanding anything contained herein to the contrary, Seller makes none of the representations or warranties contained in this Section 3.11 with respect to # that certain Pipeline Easement and Right of Way, recorded in Volume 1510, page 52, # that certain Pipeline Easement and Right of Way, recorded in Volume 1510, page 61, and # that certain Pipeline Easement and Right of Way, recorded in Volume 1510, Page 66 (collectively, the “Excluded Easements”).

Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Certain Events. If any event occurs of the type contemplated by the provisions of this Section 8 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Warrant Exercise Price and the number of shares of Common Stock obtainable upon exercise of this Warrant so as to protect the rights of the holders of the Warrants; provided, except as set forth in section 8(c),that no such adjustment pursuant to this Section 8(e) will increase the Warrant Exercise Price or decrease the number of shares of Common Stock obtainable as otherwise determined pursuant to this Section 8.

Certain Definitions. “Registration Expenses” shall not include Selling Expenses but otherwise means all expenses incident to the Company’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 3.01, including all registration, filing, securities exchange listing and National Securities Exchange fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, and the fees and disbursements of counsel and independent public accountants for the Company. “Selling Expenses” means all underwriting fees, discounts and selling commissions and transfer taxes allocable to the sale of the Registrable Securities.

Certain References. Each reference in the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in each other Loan Document (and the other documents and instruments delivered pursuant to or in connection therewith) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Existing Credit Agreement as modified hereby and as the Amended Credit Agreement may in the future be amended, restated, supplemented or modified from time to time.

Certain Fees. The Defaulting Lender # shall be entitled to receive fees payable under [Section 2.09(a)] for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of # the outstanding principal amount of the Revolving Loans funded by it and # its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.14 and # shall be limited in its right to receive Letter of Credit Fees as provided in [Section 2.03(h)].