“Interparty Agreement” means the Interparty Agreement, dated as of the Closing Date, among Borrower Member, Borrower, the Class A Investors, the Class B Investors, [[Organization B:Organization]], and the Collateral Agent.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision.

Todd Tushla (Investors)

[ ● ] shares of Series G Preferred Stock, of which # [ ● ] shares are being issued at the Initial Closing and immediately thereafter will be issued and outstanding, and will be duly authorized, validly issued, fully paid and nonassessable and will be held of record by the Initial Investors and # [ ● ] shares have been reserved for issuance to the Initial Investors and one or more Additional Investors at the Additional Closings and immediately thereafter will be issued and outstanding, and will be duly authorized, validly issued, fully paid and nonassessable and will be held of record by the Investors.

Commercial Viability. Notwithstanding the foregoing, if any court of competent jurisdiction issues a ruling that, in the sole discretion of the Investors, has the effect of rendering the Claim not commercially viable, then the Investors may terminate their obligations with respect to any unfunded portion of the Capital Amounts and no Investors’ Entitlement shall be payable with respect to such unfunded Capital Amounts.

“Payment Instruction Letter” means an agreement with the Payment Agent, in substantially the form attached as [Exhibit 1] to the Security Agreement, pursuant to which the Payment Agent agrees to accept all Proceeds and remit the Investors’ Entitlement directly to the Investors, which Payment Instruction Letter shall be in a form and substance satisfactory to the Investors in all respects.

GREEN EQUITY INVESTORS V, L.P.

23 SECTION 23. Additional Investors

For Investors: Sandy Coombs [[Phone]]

“Moody’s”: Moody’s Investors Service, Inc.