Representations and Warranties. Any representation or warranty made by the Borrower or any other Loan Party herein or in any other Loan Document shall be incorrect or misleading in any material respect when made or deemed made, or any document delivered in connection herewith or in connection with any other Loan Document is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified;

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement # that are not qualified by “materiality” shall have been true and correct in all material respects when made and shall be true and correct in all material respects at the applicable VWAP Purchase Condition Satisfaction Time with the same force and effect as if made at such time, except to the extent such representations and warranties are as of another date or time, in which case, such representations and warranties shall be true and correct in all material respects as of such other date or time and # that are qualified by “materiality” shall have been true and correct when made and shall be true and correct at the applicable VWAP Purchase Condition Satisfaction Time with the same force and effect as if made at such time, except to the extent such representations and warranties are as of another date or time, in which case, such representations and warranties shall be true and correct as of such other date or time.

The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

Investor’s Representations and Warranties. Each Investor hereby represents and warrants that # this Agreement has been duly authorized, executed and delivered by it and is a valid and binding obligation of the Investor, enforceable against it in accordance with its terms; # it has not and will not during the Restricted Period have, any agreement, arrangement or understanding, written or oral, with the New Director or other member of the Board pursuant to which such individual has been or will be compensated for his service on the Board; # [[Person A:Person]] and Cannell Capital LLC have the right and power to control and cause their Affiliates to abide by their respective obligations under this Agreement; and # as of the date of this

The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

Neither the due diligence investigation conducted by the Investor in connection with making its decision to acquire the Shares nor any representations and warranties made by the Investor herein shall modify, amend or affect the Investor’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein.

Representations and Warranties. The representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by Material Adverse Effect or other materiality, in which case, it shall be true and correct in all respects) with the same effect as if then made 1204724.01-CHISR02A - MSW

Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: # this Agreement has been duly and validly authorized; # this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; # Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and # Investor is not relying on any representation, warranty, covenant or promise of the Company or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents.