Common use of Representations and Warranties of Holders Clause in Contracts

Representations and Warranties of Holders. Holders, on behalf of themselves and their affiliates, hereby represent and warrant to Perceptron as follows: a. Holders have the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby. b. This Agreement has been duly and validly authorized, executed and delivered by Holders, constitutes the valid and binding obligation and agreement of Holders and is enforceable against Holders in accordance with its terms. c. Immediately following the termination of the current section 13 “group” relationship with Moab Partners, L.P., Moab Capital Partners, LLC, and Xxxxxxx X. Xxxxxxxxxx, Xxxxxxx Discovery Fund LP, Harbert Discovery Fund GP, LLC, Xxxxxxx Fund Advisors, Inc., Xxxxxxx Management Corporation, Xxxx Xxxxxx, Xxxxx Xxxxx and Xxxxxxx Xxxxxxx will have beneficial ownership of 504,100 shares of common stock of Perceptron. No other affiliate or associate of Holders beneficially owns any shares or rights to acquire shares of common stock or other voting securities of Perceptron. For purposes of this Agreement, “affiliate” and “associate” have the meanings set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). d. Other than as relates to Xxxx Xxxxxx’x position with Harbert Discovery Fund GP, LLC, the General Partner of Harbert Discovery Fund, LP, and which compensatory or other payment arrangement was not materially increased in connection with the Holders’ proposal to add Xxxx Xxxxxx as a Holders Director, there are no arrangements, agreements or understandings (whether compensatory or otherwise) between Holders and the Holders Directors (as defined in Section 5(a)); or other than the current section 13 group relationship, there are no agreements or understandings (whether compensatory or otherwise) between the Holders and Moab Partners, L.P. and Moab Capital Partners, LLC. e. No event has occurred with respect to Holders Directors that would require disclosure in a Perceptron report or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, pursuant to Item 401(f) of Regulation S-K. f. The Holders Directors are “independent” as defined in the applicable NASDAQ Marketplace Rule.