Common use of Representations and Warranties of Noteholder Clause in Contracts

Representations and Warranties of Noteholder. (a) Noteholder hereby represents and warrants to Public Company as follows: (i) Noteholder is the beneficial or record owner of the shares of capital stock of Merger Partner indicated on the signature page of this Agreement free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances; (ii) Noteholder does not beneficially own any securities of Merger Partner other than the shares of capital stock and rights to purchase shares of capital stock of Merger Partner set forth on the signature page of this Agreement; (iii) Noteholder has full power and authority to make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 5; and (iv) this Agreement has been duly and validly executed and delivered by Noteholder and constitutes a valid and binding agreement of Noteholder enforceable against Noteholder in accordance with its terms. Noteholder agrees to notify Public Company promptly of any additional shares of capital stock of Merger Partner of which Noteholder becomes the beneficial owner after the date of this Agreement. (b) As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Noteholder has full legal power, authority and right to vote all of the Shares then owned of record or beneficially by Noteholder, in favor of the approval and authorization of the Proposed Transaction without the consent or approval of, or any other action on the part of, any other person or entity (including, without limitation, any governmental entity). Without limiting the generality of the foregoing, Noteholder has not entered into any voting agreement (other than this Agreement) with any person with respect to any of the Shares, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Noteholder’s legal power, authority or right to vote the Shares on any matter. (c) The execution and delivery of this Agreement and the performance by Noteholder of his, her or its agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Noteholder is a party or by which Noteholder (or any of his, her or its assets) is bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect Noteholder’s ability to perform his, her or its obligations under this Agreement or render inaccurate any of the representations made by Noteholder herein. (d) Except as disclosed pursuant to the Merger Agreement, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from Public Company, the Transitory Subsidiary or Merger Partner in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Noteholder. (e) Noteholder understands and acknowledges that Public Company, the Transitory Subsidiary and Merger Partner are entering into the Merger Agreement in reliance upon Noteholder’s execution and delivery of this Agreement and the representations and warranties of Noteholder contained herein.

Representations and Warranties of Noteholder. (a) Noteholder hereby represents and warrants to Public Company Issuer that: (a) The Noteholder has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by the Agreement and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Agreement by the Noteholder and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Noteholder and no further action is required by the Noteholder in connection therewith. This Agreement has been duly executed by the Noteholder and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Noteholder enforceable against the Noteholder in accordance with its terms, except as follows: such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. (ib) Noteholder is has good and valid title to the beneficial or record owner of the shares of capital stock of Merger Partner indicated on the signature page of this Agreement Notes, free and clear of any and all pledgesLiens, liens(i) the Notes are not subject to any right of any other person or entity to acquire any interest in the Notes, security interestsand (ii) the Notes are not subject to any restriction on transfer thereof except for under applicable federal and state securities laws. (c) The shares of Common Stock are being acquired by Noteholder for its own account and for investment purposes only and not with a view to any resale or distribution thereof, mortgagein whole or in part, claimsto others, chargesand Noteholder is not participating, restrictionsdirectly or indirectly, optionsin a distribution of such shares of Common Stock and will not take, title defects or encumbrancescause to be taken, any action that would cause Noteholder to be deemed an “underwriter” of such shares of Common Stock, as defined in Section 2(11) of the Securities Act. (d) Noteholder has had an opportunity to ask questions of, and receive satisfactory answers from, representatives of Issuer concerning the terms and conditions pursuant to which the Conversion and the issuance of the shares of Common Stock is being made and all material aspects of Issuer and its proposed business, and any request for such information has been fully complied with to the extent Issuer possesses such information or can acquire it without unreasonable effort or expense. (e) Noteholder is an “accredited investor” within the meaning of Rule 501 of the Securities Act and Noteholder is able to bear the economic risk of its entire investment in the Issuer’s Common Stock. (f) Noteholder understands that the shares of Common Stock have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Noteholder’s investment intent as expressed herein. Noteholder understands that the shares of Common Stock must be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Noteholder is aware of the provisions of Rule 144 promulgated under the Securities Act. (g) Noteholder is an investor who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in Issuer based upon: (i) the information furnished to Noteholder by Issuer; (ii) Noteholder does not beneficially own any securities Noteholder’s personal knowledge of Merger Partner other than the shares business and affairs of capital stock and rights to purchase shares of capital stock of Merger Partner set forth on the signature page of this AgreementIssuer; (iii) the records, files, and plans of Issuer to all of which Noteholder has had full power access; (iv) such additional information as Noteholder may have requested and authority to make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 5has received from Issuer; and (ivv) the independent inquiries and investigations undertaken by Noteholder. (h) No person has given any information or made any representation not contained in any disclosure documents referred to above or otherwise provided to Noteholder in writing by a person employed or authorized in writing by Noteholder. Purchaser understands and agrees that any information or representation not contained therein must not, and will not, be relied upon and that nothing contained therein should be construed as legal or tax advice to Noteholder. (i) No person has made any direct or indirect representation or warranty of any kind to Noteholder with respect to the economic return which may accrue to Noteholder. Noteholder has consulted with his own advisors with respect to an investment in Issuer (j) Noteholder is duly authorized to execute this Agreement has been duly Agreement, and validly this Agreement, when executed and delivered by Noteholder and constitutes Noteholder, will constitute a legal, valid and binding agreement of Noteholder obligation enforceable against Noteholder in accordance with its terms. Noteholder agrees to notify Public Company promptly of any additional shares of capital stock of Merger Partner of which Noteholder becomes , and the beneficial owner after the date of this Agreement. (b) As of the date hereof execution, delivery, and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Noteholder has full legal power, authority and right to vote all of the Shares then owned of record or beneficially by Noteholder, in favor of the approval and authorization of the Proposed Transaction without the consent or approval of, or any other action on the part of, any other person or entity (including, without limitation, any governmental entity). Without limiting the generality of the foregoing, Noteholder has not entered into any voting agreement (other than this Agreement) with any person with respect to any of the Shares, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Noteholder’s legal power, authority or right to vote the Shares on any matter. (c) The execution and delivery performance of this Agreement and the performance by Noteholder of his, her or its agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Noteholder is a party or by which Noteholder (or any of his, her or its assets) is bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect Noteholder’s ability to perform his, her or its obligations under this Agreement or render inaccurate any consummation of the representations made transactions contemplated hereby have been duly authorized by Noteholder herein. (d) Except as disclosed pursuant to the Merger Agreement, no investment banker, broker, finder all requisite corporate or other intermediary is entitled to a fee or commission from Public Company, necessary action on the Transitory Subsidiary or Merger Partner in respect of this Agreement based upon any arrangement or agreement made by or on behalf part of Noteholder. (e) Noteholder understands and acknowledges that Public Company, the Transitory Subsidiary and Merger Partner are entering into the Merger Agreement in reliance upon Noteholder’s execution and delivery of this Agreement and the representations and warranties of Noteholder contained herein.

Representations and Warranties of Noteholder. (a) Noteholder hereby represents makes the following representations and warrants warranties to Public Company as follows: (i) the Company: A. Noteholder understands that the Stock is being offered and sold under an exemption from registration under the Act, and offering exemptions contained in the securities laws of other jurisdictions; that Noteholder is purchasing the beneficial Stock without being furnished any offering literature or record owner prospectus of any sort relating to the Company; that all documents, records and books pertaining to this investment and the Company have been made available by the Company to Noteholder and Noteholder's representatives. B. Noteholder understands that the Stock has not, and except as provided above, will not be registered under the Act or any state securities laws, and that in order to sell or transfer such Stock, such Stock must either be registered under such laws or an appropriate exemption from registration must be available. C. Noteholder is a bona fide resident and domiciliary of the shares State of capital stock Pennsylvania and has no present intention of Merger Partner indicated becoming a resident or domiciliary of any other jurisdiction. D. Noteholder is able to fend for itself in this transaction. E. Noteholder confirms that Noteholder understands and has fully considered for purposes of this investment that there are substantial restrictions on the signature page transferability of this Agreement free the Stock and clear there is currently no established public market for the Stock and no liquidity is present in connection with the Stock. F. Noteholder has such knowledge and experience in financial and business matters that Noteholder is capable of evaluating the merits and risks of an investment in the Stock and of making an informed investment decision. G. Noteholder confirms that in making Noteholder's decision to purchase the Stock hereby subscribed for Noteholder has relied solely upon Noteholder's own independent investigation of the Company and not on any and all pledgesrepresentations, lienswarranties, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances; statements made by or on behalf of the Company (ii) Noteholder does not beneficially own any securities of Merger Partner other than those made herein), and that Noteholder has been given the shares opportunity to ask questions of capital stock and rights to receive answers from the Company concerning the Company, its financial condition and business, and to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense, and Noteholder believes it has received all the information it considers necessary or appropriate for deciding whether to purchase shares of capital stock of Merger Partner set forth on the signature page of this AgreementStock. H. The Stock hereby subscribed for is being acquired by Noteholder in good faith solely for Noteholder's own account for investment purposes only and is not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; (iii) Noteholder has full power no contract, understanding, undertaking, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person the Stock for which Noteholder hereby subscribes for or any part thereof; Noteholder understands that the legal consequences of the foregoing representations and authority warranties are that Noteholder must bear the economic risk of an investment in the Stock for an indefinite period of time because the Stock has not been registered under the Act or applicable state securities laws and therefore cannot be sold unless the Stock is subsequently registered under the Act or applicable state securities laws (which the Company has agreed to make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy do as set forth in Section 5; and (ivabove) this Agreement has been duly and validly executed and delivered by Noteholder and constitutes a valid and binding agreement of Noteholder enforceable against Noteholder in accordance with its terms. Noteholder agrees to notify Public Company promptly of any additional shares of capital stock of Merger Partner of which Noteholder becomes the beneficial owner after the date of this Agreementor an exemption from such registration is available. (b) As I. Noteholder consents to the placement of a legend on the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Noteholder has full legal power, authority and right to vote all of certificate representing the Shares then owned of record or beneficially Stock being purchased by Noteholder, which legend will be in favor of substantially the approval and authorization of the Proposed Transaction without the consent or approval offollowing form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, or any other action on the part ofAS AMENDED, any other person or entity (includingOR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SALE OR OTHER DISPOSITION OF THESE SECURITIES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND OTHER APPLICABLE STATUTES. BY ACQUIRING THE SECURITIES REPRESENTED BY THIS CERTIFICATE, without limitation, any governmental entity). Without limiting the generality of the foregoing, Noteholder has not entered into any voting agreement (other than this Agreement) with any person with respect to any of the Shares, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Noteholder’s legal power, authority or right to vote the Shares on any matterTHE HOLDER OF THIS CERTIFICATE REPRESENTS THAT THE HOLDER HAS ACQUIRED THESE SECURITIES FOR INVESTMENT AND THAT THE HOLDER WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SECURITIES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACTS AND THE RULES AND REGULATIONS THEREUNDER." (c) J. The execution and delivery of this Agreement Agreement, and the performance by Noteholder of his, her or its agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Noteholder is a party or by which Noteholder (or any of his, her or its assets) is bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect Noteholder’s ability to perform his, her or its obligations under this Agreement or render inaccurate any consummation of the representations made transactions contemplated hereby has been duly authorized by Noteholder herein. (d) Except as disclosed pursuant to the Merger Agreement, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from Public Company, the Transitory Subsidiary or Merger Partner in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Noteholder. (e) Noteholder understands and acknowledges that Public Company, the Transitory Subsidiary and Merger Partner are entering into the Merger Agreement in reliance upon Noteholder’s execution and delivery of this Agreement and the representations and warranties of Noteholder contained herein.