Common use of REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. The Principal Stockholder represents and warrants to Buyer and Merger Sub as follows: a. If the Principal Stockholder is a corporation, limited liability company, partnership or trust, the Principal Stockholder has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization. b. If the Principal Stockholder is a corporation, limited liability company, partnership or trust, the Principal Stockholder has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement by the Principal Stockholder and the consummation by the Principal Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Principal Stockholder. c. This Agreement has been duly executed and delivered by the Principal Stockholder and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and Merger Sub) is a valid and binding obligation of the Principal Stockholder, enforceable against the Principal Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). d. The execution and delivery of this Agreement by the Principal Stockholder do not, and the performance of this Agreement by the Principal Stockholder will not, (i) if the Principal Stockholder is a corporation, limited liability company, partnership or trust, conflict with or violate the organizational documents of the Principal Stockholder, (ii) conflict with or violate any law, rule, regulation or order applicable to the Principal Stockholder or by which any of the Principal Stockholder's properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Lien on the properties or assets of the Principal Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Principal Stockholder is a party or by which the Principal Stockholder or any of its properties is bound, except for any thereof that would not result in the imposition of a Lien on the Principal Stockholder's Shares or materially impair the ability of the Principal Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. e. The execution and delivery of this Agreement by the Principal Stockholder does not, and the performance by the Principal Stockholder of the Principal Stockholder's obligations hereunder will not, require the Principal Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity, except for an amendment to the Statement on Schedule 13D filed by the Principal Stockholder with respect to the Company. f. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Principal Stockholder, threatened against the Principal Stockholder at law or in equity before or by any Governmental Entity that could reasonably be expected to materially impair the ability of the Principal Stockholder to perform its obligations hereunder on a timely basis, and there is no agreement, commitment or law to which the Principal Stockholder is subject that could reasonably be expected to materially impair the ability of the Principal Stockholder to perform its obligations hereunder on a timely basis. g. Except as set forth on Schedule I hereto, (i) the Principal Stockholder's Owned Shares are owned beneficially and of record by the Principal Stockholder and none of such Owned Shares are pledged or otherwise encumbered in any manner; (ii) the Principal Stockholder has not appointed or granted any proxy which is still effective with respect to any Shares other than as provided in this Agreement; and (iii) the Principal Stockholder has sole voting power and sole power of disposition with respect to all of the Principal Stockholder's Owned Shares, with no restrictions on the Principal Stockholder's rights of disposition pertaining thereto. The Owned Shares constitute all of the shares of Company Common Stock owned of record or beneficially by the Principal Stockholder. Except as set forth on Schedule I hereto, all of the Owned Shares are issued and outstanding and the Principal Stockholder does not own, of record or beneficially, any warrants, options, convertible securities or other rights to acquire any shares of Company Common Stock.

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. The Principal Stockholder represents and warrants to Buyer and Merger Sub as follows: a. If the Principal Stockholder is a corporation, limited liability company, partnership or trust, the Principal Stockholder has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization. b. If the Principal Stockholder is a corporation, limited liability company, partnership or trust, the Principal Stockholder has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement by the Principal Stockholder and the consummation by the Principal Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Principal Stockholder. c. This Agreement has been duly executed and delivered by the Principal Stockholder and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and Merger Sub) is a valid and binding obligation of the Principal Stockholder, enforceable against the Principal Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). d. b. The execution and delivery of this Agreement by the Principal Stockholder do not, and the performance of this Agreement by the Principal Stockholder will not, (i) if the Principal Stockholder is a corporation, limited liability company, partnership or trust, conflict with or violate the organizational documents of the Principal Stockholder, (ii) conflict with or violate any law, rule, regulation or order applicable to the Principal Stockholder or by which any of the Principal Stockholder's properties is bound, or (iiiii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Lien on the properties or assets of the Principal Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Principal Stockholder is a party or by which the Principal Stockholder or any of its properties is bound, except for any thereof that would not result in the imposition of a Lien on the Principal Stockholder's Shares or materially impair the ability of the Principal Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. e. c. The execution and delivery of this Agreement by the Principal Stockholder does not, and the performance by the Principal Stockholder of the Principal Stockholder's obligations hereunder will not, require the Principal Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity, except for an amendment to the Statement on Schedule 13D filed by the Principal Stockholder with respect to the Company. f. d. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Principal Stockholder, threatened against the Principal Stockholder at law or in equity before or by any Governmental Entity that could reasonably be expected to materially impair the ability of the Principal Stockholder to perform its obligations hereunder on a timely basis, and there is no agreement, commitment or law to which the Principal Stockholder is subject that could reasonably be expected to materially impair the ability of the Principal Stockholder to perform its obligations hereunder on a timely basis. g. e. Except as set forth on Schedule I hereto, (i) the Principal Stockholder's Owned Shares are owned beneficially and of record by the Principal Stockholder and and, except that, certain of the Principal Stockholder's Owned Shares have been pledged to secure a personal loan, none of such Owned Shares are pledged or otherwise encumbered in any manner; (ii) the Principal Stockholder has not appointed or granted any proxy which is still effective with respect to any Shares other than as provided in this Agreement; and (iii) the Principal Stockholder has sole voting power and sole power of disposition with respect to all of the Principal Stockholder's Owned Shares, with no restrictions on the Principal Stockholder's rights of disposition pertaining thereto. To the extent any Owned Shares are pledged or otherwise encumbered by the Principal Stockholder to secure any obligation, the Principal Stockholder hereby represents and warrants that he is not currently in default of such obligation and covenants that he will not take any action, or fail to take any action, that would result in or cause a default under such obligation. The Owned Shares constitute all of the shares of Company Common Stock owned of record or beneficially by the Principal Stockholder. Except as set forth on Schedule I hereto, all of the Owned Shares are issued and outstanding and the Principal Stockholder does not own, of record or beneficially, any warrants, options, convertible securities or other rights to acquire any shares of Company Common Stock.

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. The Principal Stockholder represents and warrants to Buyer and Merger Sub as follows: a. If (a) He, she or it is the Principal Stockholder is a corporationBeneficial Owner of the number of shares of Parent Common Stock set forth opposite his, limited liability companyher or its name on Schedule I attached hereto (the “Owned Shares”), partnership or free from any lien, encumbrance, proxy, voting trust, voting agreement, voting restriction, understanding, right of first refusal, limitation on disposition, adverse claim of ownership, or restriction whatsoever, other than those created by this Agreement or under applicable federal or state securities laws, and with full and sole power to vote the Principal Stockholder Owned Shares without the consent or approval of any other Person; (b) Except for the Owned Shares set forth on Schedule I, he, she or it does not Beneficially Own any other Parent Common Stock or hold any securities convertible into or exchangeable for Parent Common Stock and has been duly organized and no other voting rights with respect to any such securities; (c) Except as set forth on Schedule I hereto, he, she or it is validly existing and in good standing under the laws record holder of the jurisdiction of its organization.Owned Shares entitled to vote or to execute written consents with respect to such Owned Shares; b. If the Principal Stockholder is a corporation, limited liability company, partnership or trust, the Principal Stockholder has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement by the Principal Stockholder and the consummation by the Principal Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Principal Stockholder. c. (d) This Agreement has been duly executed and delivered by the Principal Stockholder and (assuming constitutes the valid authorization, execution and delivery of this Agreement by Buyer and Merger Sub) is a valid and legally binding obligation of the Principal Stockholder, enforceable against the Principal Stockholder in accordance with its terms, except as such enforceability may be limited by (x) the Laws of general application relating to bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganizationthe relief of debtors and enforcement of creditors’ rights in general, moratorium or and (y) rules of Law governing specific performance, injunctive relief, other similar laws affecting creditors' rights generally equitable remedies and other general equitable principles of equity; (whether considered in a proceeding in equity or at law). d. e) The execution execution, delivery and delivery performance of this Agreement by the Principal Stockholder and the proxy contained herein does not violate or breach, and will not give rise to any violation or breach of, the Principal Stockholder’s certificate of formation or limited liability company agreement or other organizational documents (if the Principal Stockholder is not an individual), or any Law, contract, instrument, arrangement or agreement by which the Principal Stockholder is bound; (f) The execution, delivery and performance of this Agreement by the Principal Stockholder and the proxy of the Principal Stockholder contained herein do not, and the performance of this Agreement by the Principal Stockholder will not, (i) if the Principal Stockholder is a corporation, limited liability company, partnership or trust, conflict with or violate the organizational documents of the Principal Stockholder, (ii) conflict with or violate any law, rule, regulation or order applicable to the Principal Stockholder or by which any of the Principal Stockholder's properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Lien on the properties or assets of the Principal Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Principal Stockholder is a party or by which the Principal Stockholder or any of its properties is bound, except for any thereof that would not result in the imposition of a Lien on the Principal Stockholder's Shares or materially impair the ability of the Principal Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. e. The execution and delivery of this Agreement by the Principal Stockholder does not, and the performance by the Principal Stockholder of the Principal Stockholder's obligations hereunder will not, require the Principal Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entitygovernmental or regulatory authority (other than any necessary filing under the Exchange Act), except for an amendment to the Statement on Schedule 13D filed by the Principal Stockholder with respect to the Company.domestic or foreign; f. There is no suit(g) The execution, action, investigation or proceeding pending or, to the knowledge delivery and performance of the Principal Stockholder, threatened against the Principal Stockholder at law or in equity before or by any Governmental Entity that could reasonably be expected to materially impair the ability of the Principal Stockholder to perform its obligations hereunder on a timely basis, and there is no agreement, commitment or law to which the Principal Stockholder is subject that could reasonably be expected to materially impair the ability of the Principal Stockholder to perform its obligations hereunder on a timely basis. g. Except as set forth on Schedule I hereto, (i) the Principal Stockholder's Owned Shares are owned beneficially and of record this Agreement by the Principal Stockholder and none the proxy of such Owned Shares are pledged or otherwise encumbered in any manner; (ii) the Principal Stockholder has contained herein does not appointed create or granted give rise to any proxy which is still effective right in the Principal Stockholder or, to the Principal Stockholder’s knowledge, in any other person, with respect to the Owned Shares or any Shares other security of Parent (including, without limitation, voting rights and rights to purchase or sell any shares of Parent Common Stock or other securities of Parent) pursuant to any stockholders’ agreement or similar agreement or commitment, other than any such right as provided in is duly and validly waived pursuant to Section 5 of this Agreement; (h) He, she or it has read the Purchase Agreement carefully and fully understands the terms and provisions thereof; and (i) The representations and (iii) warranties by the Principal Stockholder has sole voting power in Section 2(a) made herein are qualified in their entirety by the effects of applicable community property Law and sole power of disposition with respect to all of the Principal Stockholder's Owned Shares, with no restrictions on Laws affecting the Principal Stockholder's rights of disposition pertaining theretomarital partners generally. The For all purposes of this Agreement, Owned Shares constitute all of the shares of Company Common Stock owned of record or beneficially by the Principal Stockholder. Except as set forth on Schedule I hereto, all of the Owned Shares are issued and outstanding and the Principal Stockholder does not own, of record or beneficially, any warrants, options, convertible securities or other rights to acquire shall include any shares of Company Common StockParent as to which record or Beneficial Ownership is acquired by a Principal Stockholder after the execution hereof.

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. The Principal Stockholder represents and warrants to Buyer and Merger Sub as follows: a. If the Principal Stockholder is a corporation, limited liability company, partnership or trust, the Principal Stockholder has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization. b. If the Principal Stockholder is a corporation, limited liability company, partnership or trust, the Principal Stockholder has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement by the Principal Stockholder and the consummation by the Principal Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Principal Stockholder. c. This Agreement has been duly executed and delivered by the Principal Stockholder and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and Merger Sub) is a valid and binding obligation of the Principal Stockholder, enforceable against the Principal Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). d. b. The execution and delivery of this Agreement by the Principal Stockholder do not, and the performance of this Agreement by the Principal Stockholder will not, (i) if the Principal Stockholder is a corporation, limited liability company, partnership or trust, conflict with or violate the organizational documents of the Principal Stockholder, (ii) conflict with or violate any law, rule, regulation or order applicable to the Principal Stockholder or by which any of the Principal Stockholder's properties is bound, or (iiiii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Lien on the properties or assets of the Principal Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Principal Stockholder is a party or by which the Principal Stockholder or any of its properties is bound, except for any thereof that would not result in the imposition of a Lien on the Principal Stockholder's Shares or materially impair the ability of the Principal Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. e. c. The execution and delivery of this Agreement by the Principal Stockholder does not, and the performance by the Principal Stockholder of the Principal Stockholder's obligations hereunder will not, require the Principal Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity, except for an amendment to the Statement on Schedule 13D filed by the Principal Stockholder with respect to the Company. f. d. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Principal Stockholder, threatened against the Principal Stockholder at law or in equity before or by any Governmental Entity that could reasonably be expected to materially impair the ability of the Principal Stockholder to perform its obligations hereunder on a timely basis, and there is no agreement, commitment or law to which the Principal Stockholder is subject that could reasonably be expected to materially impair the ability of the Principal Stockholder to perform its obligations hereunder on a timely basis. g. e. Except as set forth on Schedule I hereto, (i) the Principal Stockholder's Owned Shares are owned beneficially and of record by the Principal Stockholder and none of such Owned Shares are pledged or otherwise encumbered in any manner; (ii) the Principal Stockholder has not appointed or granted any proxy which is still effective with respect to any Shares other than as provided in this Agreement; and (iii) the Principal Stockholder has sole voting power and sole power of disposition with respect to all of the Principal Stockholder's Owned Shares, with no restrictions on the Principal Stockholder's rights of disposition pertaining thereto. The Owned Shares constitute all of the shares of Company Common Stock owned of record or beneficially by the Principal Stockholder. Except as set forth on Schedule I hereto, all of the Owned Shares are issued and outstanding and the Principal Stockholder does not own, of record or beneficially, any warrants, options, convertible securities or other rights to acquire any shares of Company Common Stock.