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

Representations, Warranties and Covenants of Stockholder. 5.1 Stockholder hereby represents and warrants to TIBCO that, as of the date hereof and at all times until the Expiration Date, (i) Stockholder is and will be the beneficial owner of the Current Shares and Current Derivatives set forth on the signature page of this Agreement (unless otherwise Transferred in accordance with this Agreement, including, but not limited to pursuant to a Permitted Transfer), with full power to vote or direct the voting of the Shares; (ii) the Securities are and will be, unless otherwise Transferred in accordance with this Agreement, including, but not limited to pursuant to a Permitted Transfer, free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances of any kind or nature (other than pursuant to the terms of restricted stock agreements as in effect on the date hereof and except for applicable restrictions on transfer under applicable securities laws or under this Agreement and except for applicable community property laws); (iii) Stockholder does not Own any Securities of Insightful other than the Current Shares and Current Derivatives set forth on the signature page of this Agreement; (iv) with respect to the Shares, Stockholder has and will have full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy (unless such Shares are otherwise Transferred in accordance with this Agreement) and to perform Stockholder’s obligations hereunder and thereunder; (v) the execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or court order to which the Securities are subject, including, without limitation, any voting agreement or voting trust; and (vi) this Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.

Representations, Warranties and Covenants of Stockholder. 5.1 Stockholder hereby represents and warrants to TIBCO Saturn that, as of the date hereof and at all times until the Expiration Date, (i) Stockholder is and will be the beneficial owner of the Current Shares and Current Derivatives set forth on the signature page shares of this Agreement Nova Common Stock (unless otherwise Transferred in accordance with this Agreement), includingand the options, but not limited warrants and other rights to pursuant to a Permitted Transfer)purchase shares of Nova Common Stock, set forth on signature page of this Agreement, with full power to vote or direct the voting of the Shares; (ii) the Securities Shares are and will be, unless otherwise Transferred in accordance with this Agreement, including, but not limited to pursuant to a Permitted Transfer, free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances of any kind or nature (other than pursuant to the terms of restricted stock agreements as in effect on the date hereof and except for applicable restrictions on transfer under applicable securities laws or under this Agreement and except for applicable community property laws); (iii) Stockholder does not Own any Securities securities of Insightful Nova other than the Current Shares shares of Nova Common Stock, and Current Derivatives options, warrants and other rights to purchase shares of Nova Common Stock, set forth on the signature page of this Agreement; (iv) with respect to the Shares, Stockholder has and will have full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy (unless such Shares are otherwise Transferred in accordance with this Agreement) and to perform Stockholder’s obligations hereunder and thereunder; (v) the execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or court order to which the Securities Shares are subject, including, without limitation, any voting agreement or voting trust; and (vi) this Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.

Representations, Warranties and Covenants of Stockholder. 5.1 Stockholder hereby represents and warrants to TIBCO that, as of the date hereof and at all times until the Expiration Date, (i) Stockholder is and will be the beneficial owner of the Current Shares and Current Derivatives set forth on the signature page shares of this Agreement Insightful Common Stock (unless otherwise Transferred in accordance with this Agreement, including, but not limited to pursuant to a Permitted Transfer), and the options, warrants and other rights to purchase shares of Insightful Common Stock, set forth on signature page of this Agreement, with full power to vote or direct the voting of the Shares; (ii) the Securities Shares are and will be, unless otherwise Transferred in accordance with this Agreement, including, but not limited to pursuant to a Permitted Transfer, free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances of any kind or nature (other than pursuant to the terms of restricted stock agreements as in effect on the date hereof and except for applicable restrictions on transfer under applicable securities laws or under this Agreement and except for applicable community property laws); (iii) Stockholder does not Own any Securities securities of Insightful other than the Current Shares shares of Insightful Common Stock, and Current Derivatives options, warrants and other rights to purchase shares of Insightful Common Stock, set forth on the signature page of this Agreement; (iv) with respect to the Shares, Stockholder has and will have full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy (unless such Shares are otherwise Transferred in accordance with this Agreement) and to perform Stockholder’s obligations hereunder and thereunder; (v) the execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or court order to which the Securities Shares are subject, including, without limitation, any voting agreement or voting trust; and (vi) this Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.

Representations, Warranties and Covenants of Stockholder. 5.1 Stockholder hereby represents represents, warrants and warrants covenants to TIBCO that, Parent as of the date hereof and at all times until the Expiration Date, follows: (ia) Stockholder is and will be the beneficial or record owner of, or exercises voting power over, that number of the Current Shares and Current Derivatives shares of Company Common Stock set forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the “Shares”). Stockholder does not hold any other outstanding shares of capital stock of the Company. No person not a signatory to this Agreement (unless otherwise Transferred has a beneficial interest in accordance with this Agreement, including, but not limited or a right to pursuant to a Permitted Transfer), with full power to acquire or vote or direct the voting any of the Shares; Shares (other than, (i) if Stockholder is a partnership, the rights and interest of persons and entities that own partnership interests in Stockholder under the partnership agreement governing Stockholder and applicable partnership law or (ii) if Stockholder is a married individual and resides in a State with community property laws, the Securities community property interest of his or her spouse to the extent applicable under such community property law, in which case such spouse has executed a spousal consent hereto if requested by Parent). The Shares are and will be, unless otherwise Transferred in accordance with this Agreement, including, but not limited to pursuant to a Permitted Transfer, be at all times up until the Expiration Date free and clear of any liens, pledges, security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges or and other encumbrances of any kind nature that would materially and adversely affect the ability of Stockholder to perform his, her or nature (other than pursuant to the terms of restricted stock agreements as in effect on the date hereof and except for applicable restrictions on transfer under applicable securities laws or its obligations under this Agreement and except for applicable community property laws); (iii) Stockholder does not Own any Securities Agreement. Stockholder’s principal residence or place of Insightful other than the Current Shares and Current Derivatives business is set forth on the signature page of this Agreement; hereto. (ivb) with respect to the Shares, Stockholder has and will have full power all requisite power, capacity and authority to make, enter into and carry out the terms of this Agreement and to consummate the Proxy (unless such Shares are otherwise Transferred in accordance with this Agreement) transactions contemplated hereby. The execution and to perform Stockholder’s obligations hereunder and thereunder; (v) the execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or court order to which and the Securities are subjectconsummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, includingif any, without limitation, any voting agreement or voting trust; and (vi) this on the part of Stockholder. This Agreement has been duly and validly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent, constitutes a valid and binding agreement obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: (A) laws of general application relating to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the relief consummation of debtors; the transactions contemplated hereby and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.compliance with the provisions hereof will not,

Representations, Warranties and Covenants of Stockholder. 5.1 Stockholder hereby represents and warrants to TIBCO Nova that, as of the date hereof and at all times until the Expiration Date, (i) Stockholder is and will be the beneficial owner of the Current Shares and Current Derivatives set forth on the signature page shares of this Agreement Saturn Common Stock (unless otherwise Transferred in accordance with this Agreement), includingand the options, but not limited warrants and other rights to pursuant to a Permitted Transfer)purchase shares of Saturn Common Stock, set forth on signature page of this Agreement, with full power to vote or direct the voting of the Shares; (ii) the Securities Shares are and will be, unless otherwise Transferred in accordance with this Agreement, including, but not limited to pursuant to a Permitted Transfer, free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances of any kind or nature (other than pursuant to the terms of restricted stock agreements as in effect on the date hereof and except for applicable restrictions on transfer under applicable securities laws or under this Agreement and except for applicable community property laws); (iii) Stockholder does not Own any Securities securities of Insightful Saturn other than the Current Shares shares of Saturn Common Stock, and Current Derivatives options, warrants and other rights to purchase shares of Saturn Common Stock, set forth on the signature page of this Agreement; (iv) with respect to the Shares, Stockholder has and will have full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy (unless such Shares are otherwise Transferred in accordance with this Agreement) and to perform Stockholder’s obligations hereunder and thereunder; (v) the execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or court order to which the Securities Shares are subject, including, without limitation, any voting agreement or voting trust; and (vi) this Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.