Common use of Covenants, Representations and Warranties of Stockholder Clause in Contracts

Covenants, Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to, and agrees with, the Company as follows: (a) The signature page to this Agreement lists all of the Preferred Stock, Company common stock and options and warrants to acquire Company common stock owned by Stockholder. Stockholder is the sole record and beneficial owner of that number of shares of Preferred Stock set forth on the signature page hereto (other than to the extent that (i) shares held by an entity may be deemed to be beneficially owned by certain persons in control of such entity and (ii) all or a portion of Stockholder’s shares may be held by a broker in street name). Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Preferred Stock, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement; (b) Stockholder (if not a natural person) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority (corporate or otherwise) and full legal right to execute and deliver this Agreement and perform its obligations hereunder. Stockholder (if a natural person) has the requisite legal capacity and competency, and the full legal right to execute and deliver this Agreement and perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement enforceable against Stockholder in accordance with its terms except (i) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (c) Except for filings, authorizations, consents and approvals as may be required under the Securities Act and the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal governmental authority, or any other person, is necessary for the execution of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will (A) conflict with or result in any breach of the organizational documents of Stockholder (if not a natural person), (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, agreement or other instrument or obligation of any kind to which Stockholder is a party or by which Stockholder or any of his, her or its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, role or regulation applicable to Stockholder or any of his, her or its properties or assets; except, in the case of clauses (B) and (C), for violations, breaches and defaults that, individually and in the aggregate, would not materially impair the ability of the Stockholder to perform its obligations hereunder; (d) Stockholder owns his, her or its Preferred Stock free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, or any other encumbrances whatsoever, except for (i) any such matters arising hereunder and (ii) bona fide pledges of such shares as security for obligations owed to the Company; provided, however, in the event that the Company acquires any interest in all or any of such shares, including, without limitation, legal or beneficial ownership thereof or any voting rights with respect thereto, whether through foreclosure or otherwise, the Company hereby agrees to be bound by the terms of this Agreement with respect to such shares as if it were the Stockholder; (e) Stockholder will acquire shares of Asia Holding Co. for their sole benefit and account, for investment purposes only and not with a view to, or for resale in connection with, a public offering or distribution thereof; (f) Stockholder is either: (i) an “accredited investor” (as such term is defined in Rule 501 of Regulation D promulgated under the Act), and has such knowledge and experience in financial and business matters that each is capable of utilizing the information that is available to them concerning Asia Holding Co. to evaluate the risks of investment in Asia Holding Co., and is able to bear the complete loss of its investment in the shares of Asia Holding Co.; or (ii) not a “U.S. person” within the meaning of Rule 902 of Regulation S, as presently in effect, under the Act, and is not acquiring the shares of Asia Holding Co. for the account or benefit of any such U.S. person; (g) Stockholder was not formed solely to acquire the shares of Asia Holding Co.; (h) Stockholder has been advised that the shares of Asia Holding Co. will not be registered under the Act and, accordingly, that, if the Stockholder does not accept Symphony’s offer to purchase the common shares of Asian Holding Co. held by the Stockholder, the Stockholder may not be able to sell or otherwise transfer the shares of Asia Holding Co. when the Stockholder wishes to do so; and (i) The certificate or certificates evidencing the shares of Asia Holding Co. will contain a legend indicating that such shares are not registered under the Act and that transfer of such shares is restricted.

Covenants, Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to, and agrees with, the Company as follows: (a) The signature page to this Agreement lists all of the Preferred Stock, Company common stock and options and warrants to acquire Company common stock owned by Stockholder. Stockholder is the sole record and beneficial owner of that number of shares of Preferred Stock set forth on the signature page hereto (other than to the extent that (i) shares held by an entity may be deemed to be beneficially owned by certain persons in control of such entity and (ii) all or a portion of Stockholder’s 's shares may be held by a broker in street name). Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Preferred Stock, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement; (b) Stockholder (if not a natural person) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority (corporate or otherwise) and full legal right to execute and deliver this Agreement and perform its obligations hereunder. Stockholder (if a natural person) has the requisite legal capacity and competency, and the full legal right to execute and deliver this Agreement and perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement enforceable against Stockholder in accordance with its terms except (i) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (c) Except for filings, authorizations, consents and approvals as may be required under the Securities Act and the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal governmental authority, or any other person, is necessary for the execution of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will (A) conflict with or result in any breach of the organizational documents of Stockholder (if not a natural person), (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, agreement or other instrument or obligation of any kind to which Stockholder is a party or by which Stockholder or any of his, her or its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, role or regulation applicable to Stockholder or any of his, her or its properties or assets; except, in the case of clauses (B) and (C), for violations, breaches and defaults that, individually and in the aggregate, would not materially impair the ability of the Stockholder to perform its obligations hereunder; (d) Stockholder owns his, her or its Preferred Stock free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, or any other encumbrances whatsoever, except for (i) any such matters arising hereunder and (ii) bona fide pledges of such shares as security for obligations owed to the Company; provided, however, in the event that the Company acquires any interest in all or any of such shares, including, without limitation, legal or beneficial ownership thereof or any voting rights with respect thereto, whether through foreclosure or otherwise, the Company hereby agrees to be bound by the terms of this Agreement with respect to such shares as if it were the Stockholder; (e) Stockholder will acquire shares of Asia Holding Co. for their sole benefit and account, for investment purposes only and not with a view to, or for resale in connection with, a public offering or distribution thereof; (f) Stockholder is either: (i) an “"accredited investor” " (as such term is defined in Rule 501 of Regulation D promulgated under the Act), and has such knowledge and experience in financial and business matters that each is capable of utilizing the information that is available to them concerning Asia Holding Co. to evaluate the risks of investment in Asia Holding Co., and is able to bear the complete loss of its investment in the shares of Asia Holding Co.; or (ii) not a “"U.S. person” " within the meaning of Rule 902 of Regulation S, as presently in effect, under the Act, and is not acquiring the shares of Asia Holding Co. for the account or benefit of any such U.S. person; (g) Stockholder was not formed solely to acquire the shares of Asia Holding Co.; (h) Stockholder has been advised that the shares of Asia Holding Co. will not be registered under the Act and, accordingly, that, if the Stockholder does not accept Symphony’s 's offer to purchase the common shares of Asian Holding Co. held by the Stockholder, the Stockholder may not be able to sell or otherwise transfer the shares of Asia Holding Co. when the Stockholder wishes to do so; and (i) The certificate or certificates evidencing the shares of Asia Holding Co. will contain a legend indicating that such shares are not registered under the Act and that transfer of such shares is restricted.

Covenants, Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to, and agrees with, the Company as follows: (a) : The signature page to this Agreement lists all of the Preferred Stock, Company common stock and options and warrants to acquire Company common stock owned by Stockholder. Stockholder is the sole record and beneficial owner of that number of shares of Preferred Stock set forth on the signature page hereto (other than to the extent that (i) shares held by an entity may be deemed to be beneficially owned by certain persons in control of such entity and (ii) all or a portion of Stockholder’s 's shares may be held by a broker in street name). Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Preferred Stock, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement; (b) ; Stockholder (if not a natural person) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority (corporate or otherwise) and full legal right to execute and deliver this Agreement and perform its obligations hereunder. Stockholder (if a natural person) has the requisite legal capacity and competency, and the full legal right to execute and deliver this Agreement and perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement enforceable against Stockholder in accordance with its terms except (i) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (c) ; Except for filings, authorizations, consents and approvals as may be required under the Securities Act and the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal governmental authority, or any other person, is necessary for the execution of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will (A) conflict with or result in any breach of the organizational documents of Stockholder (if not a natural person), (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, agreement or other instrument or obligation of any kind to which Stockholder is a party or by which Stockholder or any of his, her or its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, role or regulation applicable to Stockholder or any of his, her or its properties or assets; except, in the case of clauses (B) and (C), for violations, breaches and defaults that, individually and in the aggregate, would not materially impair the ability of the Stockholder to perform its obligations hereunder; (d) ; Stockholder owns his, her or its Preferred Stock free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, or any other encumbrances whatsoever, except for (i) any such matters arising hereunder and (ii) bona fide pledges of such shares as security for obligations owed to the Company; provided, however, in the event that the Company acquires any interest in all or any of such shares, including, without limitation, legal or beneficial ownership thereof or any voting rights with respect thereto, whether through foreclosure or otherwise, the Company hereby agrees to be bound by the terms of this Agreement with respect to such shares as if it were the Stockholder; (e) ; Stockholder will acquire shares of Asia Holding Co. for their sole benefit and account, for investment purposes only and not with a view to, or for resale in connection with, a public offering or distribution thereof; (f) ; Stockholder is either: (i) : an “"accredited investor” " (as such term is defined in Rule 501 of Regulation D promulgated under the Act), and has such knowledge and experience in financial and business matters that each is capable of utilizing the information that is available to them concerning Asia Holding Co. to evaluate the risks of investment in Asia Holding Co., and is able to bear the complete loss of its investment in the shares of Asia Holding Co.; or (ii) or not a “"U.S. person” " within the meaning of Rule 902 of Regulation S, as presently in effect, under the Act, and is not acquiring the shares of Asia Holding Co. for the account or benefit of any such U.S. person; (g) ; Stockholder was not formed solely to acquire the shares of Asia Holding Co.; (h) ; Stockholder has been advised that the shares of Asia Holding Co. will not be registered under the Act and, accordingly, that, if the Stockholder does not accept Symphony’s 's offer to purchase the common shares of Asian Holding Co. held by the Stockholder, the Stockholder may not be able to sell or otherwise transfer the shares of Asia Holding Co. when the Stockholder wishes to do so; and (i) and The certificate or certificates evidencing the shares of Asia Holding Co. will contain a legend indicating that such shares are not registered under the Act and that transfer of such shares is restricted.

Covenants, Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to, and agrees with, the Company as follows: (a) The signature page to this Agreement lists all of the Preferred Stock, Company common stock and options and warrants to acquire Company common stock owned by Stockholder. Stockholder is the sole record and beneficial owner of that number of shares of Preferred Stock set forth on the signature page hereto (other than to the extent that (i) shares held by an entity may be deemed to be beneficially owned by certain persons in control of such entity and (ii) all or a portion of Stockholder’s 's shares may be held by a broker in street name). Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Preferred Stock, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement; (b) Stockholder (if not a natural person) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority (corporate or otherwise) and full legal right to execute and deliver this Agreement and perform its obligations hereunder. Stockholder (if a natural person) has the requisite legal capacity and competency, and the full legal right to execute and deliver this Agreement and perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement enforceable against Stockholder in accordance with its terms except (i) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (c) Except for filings, authorizations, consents and approvals as may be required under the Securities Act and the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal governmental authority, or any other person, is necessary for the execution of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated -4-NEXT PAGE hereby, and (ii) none of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will (A) conflict with or result in any breach of the organizational documents of Stockholder (if not a natural person), (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, agreement or other instrument or obligation of any kind to which Stockholder is a party or by which Stockholder or any of his, her or its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, role or regulation applicable to Stockholder or any of his, her or its properties or assets; except, in the case of clauses (B) and (C), for violations, breaches and defaults that, individually and in the aggregate, would not materially impair the ability of the Stockholder to perform its obligations hereunder; (d) Stockholder owns his, her or its Preferred Stock free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, or any other encumbrances whatsoever, except for (i) any such matters arising hereunder and (ii) bona fide pledges of such shares as security for obligations owed to the Company; provided, however, in the event that the Company acquires any interest in all or any of such shares, including, without limitation, legal or beneficial ownership thereof or any voting rights with respect thereto, whether through foreclosure or otherwise, the Company hereby agrees to be bound by the terms of this Agreement with respect to such shares as if it were the Stockholder; (e) Stockholder will acquire shares of Asia Holding Co. for their sole benefit and account, for investment purposes only and not with a view to, or for resale in connection with, a public offering or distribution thereof; (f) Stockholder is either: (i) an “"accredited investor” " (as such term is defined in Rule 501 of Regulation D promulgated under the Act), and has such knowledge and experience in financial and business matters that each is capable of utilizing the information that is available to them concerning Asia Holding Co. to evaluate the risks of investment in Asia Holding Co., and is able to bear the complete loss of its investment in the shares of Asia Holding Co.; or (ii) not a “"U.S. person” " within the meaning of Rule 902 of Regulation S, as presently in effect, under the Act, and is not acquiring the shares of Asia Holding Co. for the account or benefit of any such U.S. person; (g) Stockholder was not formed solely to acquire the shares of Asia Holding Co.; (h) Stockholder has been advised that the shares of Asia Holding Co. will not be registered under the Act and, accordingly, that, if the Stockholder does not accept Symphony’s 's offer to purchase the common shares of Asian Holding Co. held by -5-NEXT PAGE the Stockholder, the Stockholder may not be able to sell or otherwise transfer the shares of Asia Holding Co. when the Stockholder wishes to do so; and (i) The certificate or certificates evidencing the shares of Asia Holding Co. will contain a legend indicating that such shares are not registered under the Act and that transfer of such shares is restricted.

Covenants, Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to, and agrees with, the Company as follows: (a) The signature page to this Agreement lists all of the Preferred Stock, Company common stock and options and warrants to acquire Company common stock owned by Stockholder. Stockholder is the sole record and beneficial owner of that number of shares of Preferred Stock set forth on the signature page hereto (other than to the extent that (i) shares held by an entity may be deemed to be beneficially owned by certain persons in control of such entity and (ii) all or a portion of Stockholder’s 's shares may be held by a broker in street name). Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Preferred Stock, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement; (b) Stockholder (if not a natural person) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority (corporate or otherwise) and full legal right to execute and deliver this Agreement and perform its obligations hereunder. Stockholder (if a natural person) has the requisite legal capacity and competency, and the full legal right to execute and deliver this Agreement and perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement enforceable against Stockholder in accordance with its terms except (i) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (c) Except for filings, authorizations, consents and approvals as may be required under the Securities Act and the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal governmental authority, or any other person, is necessary for the execution of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will (A) conflict with or result in any breach of the organizational documents of Stockholder (if not a natural person), (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, agreement or other instrument or obligation of any kind to which Stockholder is a party or by which Stockholder or any of his, her or its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, role or regulation applicable to Stockholder or any of his, her or its properties or assets; except, in the case of clauses (B) and (C), for violations, breaches and defaults that, individually and in the aggregate, would not materially impair the ability of the Stockholder to perform its obligations hereunder; (d) Stockholder owns his, her or its Preferred Stock free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, or any other encumbrances whatsoever, except for (i) any such matters arising hereunder and (ii) bona fide pledges of such shares as security for obligations owed to the Company; provided, however, in the event that the Company acquires any interest in all or any of such shares, including, without limitation, legal or beneficial ownership thereof or any voting rights with respect thereto, whether through foreclosure or otherwise, the Company hereby agrees to be bound by the terms of this Agreement with respect to such shares as if it were the Stockholder; (e) Stockholder will acquire shares of Asia Holding Co. for their sole benefit and account, for investment purposes only and not with a view to, or for resale in connection with, a public offering or distribution thereof; (f) Stockholder is either: (i) an “"accredited investor” " (as such term is defined in Rule 501 of Regulation D promulgated under the Act), and has such knowledge and experience in financial and business matters that each is capable of utilizing the information that is available to them concerning Asia Holding Co. to evaluate the risks of investment in Asia Holding Co., and is able to bear the complete loss of its investment in the shares of Asia Holding Co.; or (ii) not a “"U.S. person” " within the meaning of Rule 902 of Regulation S, as presently in effect, under the Act, and is not acquiring the shares of Asia Holding Co. for the account or benefit of any such U.S. person; (g) Stockholder was not formed solely to acquire the shares of Asia Holding Co.; ; (h) Stockholder has been advised that the shares of Asia Holding Co. will not be registered under the Act and, accordingly, that, if the Stockholder does not accept Symphony’s 's offer to purchase the common shares of Asian Holding Co. held by the Stockholder, the Stockholder may not be able to sell or otherwise transfer the shares of Asia Holding Co. when the Stockholder wishes to do so; and (i) The certificate or certificates evidencing the shares of Asia Holding Co. will contain a legend indicating that such shares are not registered under the Act and that transfer of such shares is restricted.

Covenants, Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to, and agrees with, the Company as follows: (a) The signature page to this Agreement lists all of the Preferred Stock, Company common stock and options and warrants to acquire Company common stock owned by Stockholder. Stockholder is the sole record and beneficial owner of that number of shares of Preferred Stock set forth on the signature page hereto (other than to the extent that (i) shares held by an entity may be deemed to be beneficially owned by certain persons in control of such entity and (ii) all or a portion of Stockholder’s 's shares may be held by a broker in street name). Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Preferred Stock, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement; (b) Stockholder (if not a natural person) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority (corporate or otherwise) and full legal right to execute and deliver this Agreement and perform its obligations hereunder. Stockholder (if a natural person) has the requisite legal capacity and competency, and the full legal right to execute and deliver this Agreement and perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement enforceable against Stockholder in accordance with its terms except (i) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (c) Except for filings, authorizations, consents and approvals as may be required under the Securities Act and the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal governmental authority, or any other person, is necessary for the execution of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or -4-NEXT PAGE compliance by Stockholder with any of the provisions hereof will (A) conflict with or result in any breach of the organizational documents of Stockholder (if not a natural person), (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, agreement or other instrument or obligation of any kind to which Stockholder is a party or by which Stockholder or any of his, her or its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, role or regulation applicable to Stockholder or any of his, her or its properties or assets; except, in the case of clauses (B) and (C), for violations, breaches and defaults that, individually and in the aggregate, would not materially impair the ability of the Stockholder to perform its obligations hereunder; (d) Stockholder owns his, her or its Preferred Stock free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, or any other encumbrances whatsoever, except for (i) any such matters arising hereunder and (ii) bona fide pledges of such shares as security for obligations owed to the Company; provided, however, in the event that the Company acquires any interest in all or any of such shares, including, without limitation, legal or beneficial ownership thereof or any voting rights with respect thereto, whether through foreclosure or otherwise, the Company hereby agrees to be bound by the terms of this Agreement with respect to such shares as if it were the Stockholder; (e) Stockholder will acquire shares of Asia Holding Co. for their sole benefit and account, for investment purposes only and not with a view to, or for resale in connection with, a public offering or distribution thereof; (f) Stockholder is either: (i) an “"accredited investor” " (as such term is defined in Rule 501 of Regulation D promulgated under the Act), and has such knowledge and experience in financial and business matters that each is capable of utilizing the information that is available to them concerning Asia Holding Co. to evaluate the risks of investment in Asia Holding Co., and is able to bear the complete loss of its investment in the shares of Asia Holding Co.; or (ii) not a “"U.S. person” " within the meaning of Rule 902 of Regulation S, as presently in effect, under the Act, and is not acquiring the shares of Asia Holding Co. for the account or benefit of any such U.S. person; (g) Stockholder was not formed solely to acquire the shares of Asia Holding Co.; (h) Stockholder has been advised that the shares of Asia Holding Co. will not be registered under the Act and, accordingly, that, if the Stockholder does not accept Symphony’s 's offer to purchase the common shares of Asian Holding Co. held by the Stockholder, the Stockholder may not be able to sell or otherwise transfer the shares of Asia Holding Co. when the Stockholder wishes to do so; and (i) The certificate or certificates evidencing the shares of Asia Holding Co. will contain a legend indicating that such shares are not registered under the Act and that transfer of such shares is restricted.