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

Representations, Warranties and Covenants of Investors. Investors represent, warrant and covenant to the Company as follows: (a) Investors are acquiring the Shares for their own accounts and for investment and not with a view to the distribution thereof within the meaning of the Securities Act. (b) Investors are “accredited investors” as such term is defined in Regulation D. (c) Investors acknowledge that the Shares have not been registered under the Securities Act, will be restricted securities and may not be resold, pledged or otherwise transferred by Investors prior to June 12, 2015, except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to an available exemption from, or in a transaction not subject to, the Securities Act; or (iii) pursuant to Rule 144 under the Securities Act. Restrictive legends shall be placed on all certificates representing any Shares, substantially as follows: NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY BE MADE PRIOR TO JUNE 12, 2015 EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT; OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. (d) Each Investor has the power and authority to enter into this Agreement. This Agreement, its execution and the performance by each Investor of its obligations hereunder have been duly authorized by all necessary action on the part of each Investor. Each Investor represents and warrants that the execution, delivery and performance of the Agreement do not violate or conflict with (i) any law applicable to it, (ii) any provision of its constitutional documents, if applicable and (iii) any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets. (e) Each Investor agrees that, unless specifically requested in writing in advance by the Company’s board of directors, it will not at any time prior to the expiration of a two-year “standstill” period following the Closing Date (“Restricted Period”) (and it will not at any time during the Restricted Period assist or encourage others to): (i) acquire or agree, offer, seek or propose to acquire (or directly or indirectly request permission to do so), directly or indirectly, alone or in concert with any other person, by purchase or otherwise, any ownership, including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), of any of the assets, businesses or securities of the Company or any rights or options to acquire such ownership (including from any third party); except that the restrictions of this subparagraph (i) shall not apply to (A) any options or shares received as compensation for the Investor’s service as a director of the Company, (B) any shares received pursuant to the Investor’s exercise of an option awarded to him as compensation for his service as a director of the Company or (C) open market purchases of Common Stock by Investors at prevailing market prices, provided that at no time during the Restricted Period shall any Investor’s beneficial ownership of shares of Common Stock, excluding any options, restricted stock units or other rights to acquire Common Stock that Investors may hold as reflected on Schedule B, exceed 10% of the outstanding shares of Common Stock as reported in the Company’s most recent SEC filing preceding any such purchases; (ii) solicit proxies (as such terms are defined in Rule l4a-l under the Exchange Act), whether or not such solicitation is exempt under Rule 14a-2 under the Exchange Act, with respect to any matter from holders of any shares of Common Stock or any securities convertible into or exchangeable for or exercisable (whether currently or upon the occurrence of any contingency) for the purchase of Common Stock, or make any communication exempted from the definition of solicitation by Rule 14a-1(1)(2)(iv) under the Exchange Act; (iii) initiate, or induce or attempt to induce any other person, entity or group (as defined in Section 13(d)(3) of the Exchange Act) to initiate, any stockholder proposal or tender offer for any securities of the Company, any change of control of the Company, or the convening of a stockholders’ meeting of the Company; (iv) request the Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (e); (v) take any action inconsistent with any of the foregoing subparagraphs (i) through (iv); or (vi) take any action with respect to any of the matters described in this paragraph (e) that requires public disclosure. (f) Each Investor agrees to either file or amend an existing Statement of Beneficial Ownership on Schedule 13D or 13G, whichever is applicable, with the SEC within five days of the Closing Date.

Representations, Warranties and Covenants of Investors. 2.1 Representations, Warranties and Covenants of Each Investor. Each of ---------------------------------------------------------- the Investors representseverally represents and warrants to, warrant and covenant to covenants and agrees with, the Company as followsthat: (a) Investors are acquiring Such Investor has full legal right, power and authority (including the Shares due authorization by all necessary corporate action) to enter into this Agreement and to perform such Investor's obligations hereunder without the need for their own accounts the consent of any other person; and this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with the terms hereof. (b) In the case of BRS and any Additional Investor, the Securities have been acquired by such Investor for investment investment, and not with a view to the any distribution thereof within that would violate the meaning Securities Act of 1933, as amended (the "Securities Act"), or the applicable state securities laws of any state; and such Investor will not distribute the Securities in violation of the Securities ActAct or the applicable securities laws of any state. (b) Investors are “accredited investors” as such term is defined in Regulation D. (c) Investors acknowledge Such Investor understands that the Shares Securities have not been registered under the Securities Act, will Act or the securities laws of any state and must be restricted securities and may not be resold, pledged or otherwise transferred by Investors prior to June 12, 2015, except (i) pursuant to an effective registration statement held indefinitely unless subsequently registered under the Securities Act, (ii) pursuant to Act and any applicable state securities laws or unless an available exemption from, from such registration becomes or in a transaction not subject to, the Securities Act; or (iii) pursuant to Rule 144 under the Securities Act. Restrictive legends shall be placed on all certificates representing any Shares, substantially as follows: NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY BE MADE PRIOR TO JUNE 12, 2015 EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT; OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACTis available. (d) Each Such Investor has is financially able to hold the power and authority to enter into this Agreement. This AgreementSecurities for long-term investment, its execution and the performance by each Investor of its obligations hereunder have been duly authorized by all necessary action on the part of each Investor. Each Investor represents and warrants believes that the execution, delivery nature and performance amount of the Agreement do not violate or conflict Securities being purchased are consistent with (i) any law applicable to itsuch Investor's overall investment program and financial position, (ii) any provision and recognizes that there are substantial risks involved in the purchase of its constitutional documents, if applicable and (iii) any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assetsthe Securities. (e) Each Such Investor agrees that, unless specifically requested in writing in advance by the Company’s board of directors, it will not at any time prior to the expiration of a two-year “standstill” period following the Closing Date (“Restricted Period”) (and it will not at any time during the Restricted Period assist or encourage others to): confirms that (i) acquire or agreesuch Investor is familiar with the business of the Company and its subsidiaries, offer(ii) such Investor has had the opportunity to ask questions of the officers and directors of the Company and to obtain (and that such Investor has received to its satisfaction) such information about the business and financial condition of the Company and its subsidiaries as it has reasonably requested, seek or propose to acquire and (or directly or indirectly request permission to do so)iii) such Investor, directly or indirectly, either alone or in concert with any other person, by purchase or otherwise, any ownership, including, but not limited to, beneficial ownership such Investor's representative (as defined in Rule 13d-3 501(h) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), of any of the assets, businesses or securities of the Company or any rights or options to acquire such ownership (including from any third party); except that the restrictions of this subparagraph (i) shall not apply to (A) any options or shares received as compensation for the Investor’s service as a director of the Company, (B) any shares received pursuant to the Investor’s exercise of an option awarded to him as compensation for his service as a director of the Company or (C) open market purchases of Common Stock by Investors at prevailing market prices, provided that at no time during the Restricted Period shall any Investor’s beneficial ownership of shares of Common Stock, excluding any options, restricted stock units or other rights to acquire Common Stock that Investors may hold as reflected on Schedule B, exceed 10% of the outstanding shares of Common Stock as reported in the Company’s most recent SEC filing preceding any such purchases; (ii) solicit proxies (as such terms are defined in Rule l4a-l under the Exchange Act), whether or not if any, has such solicitation knowledge and experience in financial and business matters that such Investor is exempt under Rule 14a-2 under capable of evaluating the Exchange Act, with respect to any matter from holders of any shares of Common Stock or any securities convertible into or exchangeable for or exercisable (whether currently or upon the occurrence of any contingency) for the purchase of Common Stock, or make any communication exempted from the definition of solicitation by Rule 14a-1(1)(2)(iv) under the Exchange Act; (iii) initiate, or induce or attempt to induce any other person, entity or group (as defined in Section 13(d)(3) merits and risks of the Exchange Act) to initiate, any stockholder proposal or tender offer for any securities of prospective investment in the Company, any change of control of the Company, or the convening of a stockholders’ meeting of the Company; (iv) request the Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (e); (v) take any action inconsistent with any of the foregoing subparagraphs (i) through (iv); or (vi) take any action with respect to any of the matters described in this paragraph (e) that requires public disclosureSecurities. (f) Each Investor agrees to either file or amend an existing Statement of Beneficial Ownership on Schedule 13D or 13G, whichever is applicable, with the SEC within five days of the Closing Date.