Certain Representations and Warranties of Each of the Stockholders. Each of the Stockholders represents and warrants to the Investor that: This Agreement has been duly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by the Investor, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. The Stockholder is the record and beneficial owner of the Subject Shares referred to in the preamble hereto as being owned by him or it, as the case may be, as of the date hereof. As of the date hereof, the Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares referred to in the preamble hereto as being owned by him or it, as the case may be, as of date hereof. The Stockholder has the sole right to vote the Subject Shares owned by him or it, as the case may be, as of the date hereof, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares that would prohibit or limit the Stockholder from voting such Subject Shares in accordance with this Agreement.
