Common use of Representations Warranties and Covenants of the Shareholders Clause in Contracts

Representations Warranties and Covenants of the Shareholders. Each Shareholder hereby individually (and not jointly or severally) represents and warrants to, and agrees with, Parent and Acquisition Co. as follows: (a) Such Shareholder has all necessary power and authority and legal capacity to execute and deliver this Agreement and perform its obligations hereunder. In the case of each Shareholder who is not a natural person, no other proceedings or actions on the part of such Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid, legal and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (c) Each Shareholder is the sole Beneficial Owner of such Shareholder’s Owned Shares, other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder. Each Shareholder has the sole right to vote, or cause to be voted, and to dispose, or cause the disposition, of such Shareholder’s Owned Shares and there exist no limitations on its ability to exercise such right. Each Shareholder has good and marketable title (which may include holding in nominee or “street” name) to all of such Shareholder’s Owned Shares (other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder), free and clear of all liens (other than as created by this Agreement and the restrictions on Transfer under applicable securities laws). The Owned Shares constitute all of the capital stock of the Company Beneficially Owned by such Shareholder. (d) Neither the execution nor delivery of this Agreement by such Shareholder nor the Shareholder’s consummation of the transactions contemplated hereby will conflict with, result in any violation of or constitute a default under (i) any material mortgage, bond, indenture, agreement, instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of the Owned Shares is bound (or, in the case of each Shareholder that is not a natural person, such Shareholder’s constituent documents), or (ii) any judgment, decree, order or material law or regulation of any governmental agency or authority in the United States by which such Shareholder or any of its subsidiaries is bound, except, with respect to clauses (i) and (ii) above, where the conflict or default, individually or in the aggregate, will not have a material adverse effect on such Shareholder. (e) Each Shareholder understands and acknowledges that each of Parent and Acquisition Co. is entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

Representations Warranties and Covenants of the Shareholders. Each The Shareholder hereby individually (and not jointly or severally) represents and warrants to, and agrees with, Parent and Acquisition Co. as follows: (a) Such If such Shareholder is not a natural Person, (i) such Shareholder is duly organized and validly existing under its jurisdiction of formation, (ii) such Shareholder has all necessary full corporate, limited liability company, partnership or trust power and authority and legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. In , and (iii) the case execution, delivery and performance by such Shareholder of each this Agreement and the consummation by such Shareholder who is not a natural personof the transactions contemplated hereby have been duly authorized by all necessary corporate, no other proceedings limited liability company, partnership or actions trust action on the part of such Shareholder. If such Shareholder are necessary is a natural Person, he or she (or the representative or fiduciary signing on his or her behalf, as applicable) has full legal capacity, right and authority to authorize the execution, delivery or performance of execute and deliver this Agreement and to perform his or the consummation of the transactions contemplated herebyher obligations hereunder. (b) This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid, legal and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (c) Each Such Shareholder is the sole Beneficial Owner of such Shareholder’s Owned Shares, other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder. Each Such Shareholder has the sole right to vote, or cause to be voted, and to dispose, or cause the disposition, of such Shareholder’s Owned Shares and there exist no limitations on its ability to exercise such right. Each The Shareholder has good and marketable title (which may include holding in nominee or “street” name) to all of such Shareholder’s Owned Shares (other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder), free and clear of all liens (other than as created by this Agreement and the restrictions on Transfer under applicable securities laws). The Owned Shares constitute all of the capital stock of the Company Beneficially Owned by such Shareholder. (d) Neither the execution nor delivery of this Agreement by such Shareholder nor the Shareholder’s consummation of the transactions contemplated hereby will conflict with, result in any violation of or constitute a default under (i) any material mortgage, bond, indenture, agreement, instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of the Owned Shares is bound bound, (or, in ii) such Shareholder's constituent documents if the case of each Shareholder that is not a natural person, such Shareholder’s constituent documents), or (iiiii) any judgment, decree, order or material law or regulation of any governmental agency or authority in the United States by which such Shareholder or any of its subsidiaries is bound, except, with respect to clauses (i) and (ii) above, where the conflict or default, individually or in the aggregate, will not have a material adverse effect on such Shareholder. (e) Each Such Shareholder understands and acknowledges that each of Parent and Acquisition Co. is entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

Representations Warranties and Covenants of the Shareholders. Each Shareholder hereby individually (and not jointly or severally) represents and warrants to, and agrees with, Parent and Acquisition Co. Purchaser as follows: (a) Such Shareholder has all necessary power and authority and legal capacity to execute and deliver this Agreement and perform its obligations hereunder. In the case of each Shareholder who is not a natural person, no other proceedings or actions on the part of such Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid, legal and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (c) Each Shareholder is the sole Beneficial Owner of such Shareholder’s Owned Shares, other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder. Each Shareholder has the sole right to vote, or cause to be voted, and to dispose, or cause the disposition, of such Shareholder’s Owned Shares and there exist no limitations on its ability to exercise such right. Each Shareholder has good and marketable title (which may include holding in nominee or “street” name) to all of such Shareholder’s Owned Shares (other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder), free and clear of all liens Liens (other than as created by this Agreement and the restrictions on Transfer under applicable securities laws). The Owned Shares constitute all of the capital stock of the Company Beneficially Owned by such Shareholder. (d) Neither Subject to requisite shareholder approval and except for the consents referred to in Section 4.1.8 of the Merger Agreement, neither the execution nor delivery of this Agreement by such Shareholder nor the Shareholder’s consummation of the transactions contemplated hereby will conflict with, result in any violation of of, or constitute a default under under, (i) any material mortgage, bond, indenture, agreement, instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of the Owned Shares is bound (or, in the case of each Shareholder that is not a natural person, such Shareholder’s constituent documents), or (ii) any judgment, decree, order or material law or regulation of any governmental agency or authority in the United States by which such Shareholder or any of its subsidiaries is bound, except, with respect to clauses (i) and (ii) above, where the conflict or default, individually or in the aggregate, will not have a material adverse effect on such Shareholder. (e) Each Shareholder understands and acknowledges that each of Parent and Acquisition Co. Purchaser is entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

Representations Warranties and Covenants of the Shareholders. Each The Shareholder hereby individually (and not jointly or severally) represents and warrants to, and agrees with, Parent and Acquisition Co. as follows: (a) Such If such Shareholder is not a natural Person, (i) such Shareholder is duly organized and validly existing under its jurisdiction of formation, (ii) such Shareholder has all necessary full corporate, limited liability company, partnership or trust power and authority and legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. In , and (iii) the case execution, delivery and performance by such Shareholder of each this Agreement and the consummation by such Shareholder who is not a natural personof the transactions contemplated hereby have been duly authorized by all necessary corporate, no other proceedings limited liability company, partnership or actions trust action on the part of such Shareholder. If such Shareholder are necessary is a natural Person, he or she (or the representative or fiduciary signing on his or her behalf, as applicable) has full legal capacity, right and authority to authorize the execution, delivery or performance of execute and deliver this Agreement and to perform his or the consummation of the transactions contemplated herebyher obligations hereunder. (b) This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid, legal and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ ' rights or by general equity principles. (c) Each Such Shareholder is the sole Beneficial Owner of such Shareholder’s 's Owned Shares, other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder. Each Such Shareholder has the sole right to vote, or cause to be voted, and to dispose, or cause the disposition, of such Shareholder’s 's Owned Shares and there exist no limitations on its ability to exercise such right. Each The Shareholder has good and marketable title (which may include holding in nominee or “"street” " name) to all of such Shareholder’s 's Owned Shares (other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder), free and clear of all liens (other than as created by this Agreement and the restrictions on Transfer under applicable securities laws). The Owned Shares constitute all of the capital stock of the Company Beneficially Owned by such Shareholder. (d) Neither the execution nor delivery of this Agreement by such Shareholder nor the Shareholder’s 's consummation of the transactions contemplated hereby will conflict with, result in any violation of or constitute a default under (i) any material mortgage, bond, indenture, agreement, instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of the Owned Shares is bound bound, (or, in ii) such Shareholder's constituent documents if the case of each Shareholder that is not a natural person, such Shareholder’s constituent documents), or (iiiii) any judgment, decree, order or material law or regulation of any governmental agency or authority in the United States by which such Shareholder or any of its subsidiaries is bound, except, with respect to clauses (i) and (ii) above, where the conflict or default, individually or in the aggregate, will not have a material adverse effect on such Shareholder. (e) Each Such Shareholder understands and acknowledges that each of Parent and Acquisition Co. is entering into the Merger Agreement in reliance upon such Shareholder’s 's execution, delivery and performance of this Agreement.

Representations Warranties and Covenants of the Shareholders. Each Shareholder hereby individually (and not jointly or severally) represents and warrants to, and agrees with, Parent and Acquisition Co. Purchaser as follows: (a) Such Shareholder has all necessary power and authority and legal capacity to execute and deliver this Agreement and perform its obligations hereunder. In the case of each Shareholder who is not a natural person, no other proceedings or actions on the part of such Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid, legal and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ ' rights or by general equity principles. (c) Each Shareholder is the sole Beneficial Owner of such Shareholder’s 's Owned Shares, other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder. Each Shareholder has the sole right to vote, or cause to be voted, and to dispose, or cause the disposition, of such Shareholder’s 's Owned Shares and there exist no limitations on its ability to exercise such right. Each Shareholder has good and marketable title (which may include holding in nominee or “"street” " name) to all of such Shareholder’s 's Owned Shares (other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder), free and clear of all liens Liens (other than as created by this Agreement and the restrictions on Transfer under applicable securities laws). The Owned Shares constitute all of the capital stock of the Company Beneficially Owned by such Shareholder. (d) Neither Subject to requisite shareholder approval and except for the consents referred to in Section 4.1.8 of the Merger Agreement, neither the execution nor delivery of this Agreement by such Shareholder nor the Shareholder’s 's consummation of the transactions contemplated hereby will conflict with, result in any violation of of, or constitute a default under under, (i) any material mortgage, bond, indenture, agreement, instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of the Owned Shares is bound (or, in the case of each Shareholder that is not a natural person, such Shareholder’s 's constituent documents), or (ii) any judgment, decree, order or material law or regulation of any governmental agency or authority in the United States by which such Shareholder or any of its subsidiaries is bound, except, with respect to clauses (i) and (ii) above, where the conflict or default, individually or in the aggregate, will not have a material adverse effect on such Shareholder. (e) Each Shareholder understands and acknowledges that each of Parent and Acquisition Co. Purchaser is entering into the Merger Agreement in reliance upon such Shareholder’s 's execution, delivery and performance of this Agreement.

Representations Warranties and Covenants of the Shareholders. Each The Shareholder hereby individually (and not jointly or severally) represents and warrants to, and agrees with, Parent and Acquisition Co. as follows: (a) Such If such Shareholder is not a natural Person, (i) such Shareholder is duly organized and validly existing under its jurisdiction of formation, (ii) such Shareholder has all necessary full corporate, limited liability company, partnership or trust power and authority and legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. In , and (iii) the case execution, delivery and performance by such Shareholder of each this Agreement and the consummation by such Shareholder who is not a natural personof the transactions contemplated hereby have been duly authorized by all necessary corporate, no other proceedings limited liability company, partnership or actions trust action on the part of such Shareholder. If such Shareholder are necessary is a natural Person, he or she (or the representative or fiduciary signing on his or her behalf, as applicable) has full legal capacity, right and authority to authorize the execution, delivery or performance of execute and deliver this Agreement and to perform his or the consummation of the transactions contemplated herebyher obligations hereunder. (b) This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid, legal and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (c) Each Such Shareholder is the sole Beneficial Owner of such Shareholder’s Owned Shares, other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder. Each Such Shareholder has the sole right to vote, or cause to be voted, and to dispose, or cause the disposition, of such Shareholder’s Owned Shares and there exist no limitations on its ability to exercise such right. Each The Shareholder has good and marketable title (which may include holding in nominee or “street” name) to all of such Shareholder’s Owned Shares (other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder), free and clear of all liens (other than as created by this Agreement and the restrictions on Transfer under applicable securities laws). The Owned Shares constitute all of the capital stock of the Company Beneficially Owned by such Shareholder. (d) Neither the execution nor delivery of this Agreement by such Shareholder nor the Shareholder’s consummation of the transactions contemplated hereby will conflict with, result in any violation of or constitute a default under (i) any material mortgage, bond, indenture, agreement, instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of the Owned Shares is bound bound, (or, in ii) such Shareholder’s constituent documents if the case of each Shareholder that is not a natural person, such Shareholder’s constituent documents), or (iiiii) any judgment, decree, order or material law or regulation of any governmental agency or authority in the United States by which such Shareholder or any of its subsidiaries is bound, except, with respect to clauses (i) and (ii) above, where the conflict or default, individually or in the aggregate, will not have a material adverse effect on such Shareholder. (e) Each Such Shareholder understands and acknowledges that each of Parent and Acquisition Co. is entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

Representations Warranties and Covenants of the Shareholders. Each Shareholder hereby individually (and not jointly or severally) represents and warrants to, and agrees withPromptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) in substantially the form attached hereto as Exhibit E which shall contain additional representations, warranties and Acquisition Co. as follows: (a) Such Shareholder has all necessary power and authority and legal capacity to execute and deliver this Agreement and perform its obligations hereunder. In the case of each Shareholder who is not a natural person, no other proceedings or actions on the part of such Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid, legal and binding agreement covenants of such Shareholder, enforceable against including without limitation, that (i) such Shareholder in accordance with its termshas full right, except as enforceability may be limited by applicable bankruptcypower and authority to deliver such Company Common Stock and Letter of Transmittal, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (cii) Each Shareholder is the sole Beneficial Owner delivery of such Shareholder’s Owned Shares, other than those Owned Shares Beneficially Owned by a family trust Company Common Stock will not violate or child of such Shareholder. Each Shareholder has the sole right to vote, or cause to be voted, and to dispose, or cause the disposition, of such Shareholder’s Owned Shares and there exist no limitations on its ability to exercise such right. Each Shareholder has good and marketable title (which may include holding in nominee or “street” name) to all of such Shareholder’s Owned Shares (other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder), free and clear of all liens (other than as created by this Agreement and the restrictions on Transfer under applicable securities laws). The Owned Shares constitute all of the capital stock of the Company Beneficially Owned by such Shareholder. (d) Neither the execution nor delivery of this Agreement by such Shareholder nor the Shareholder’s consummation of the transactions contemplated hereby will conflict with, result in any violation a breach of or constitute a default under (i) under, any material indenture, loan or credit agreement, deed of trust, mortgage, bond, indenture, agreement, security agreement or other agreement or instrument or obligation to which such Shareholder is a party bound or by which affected, (iii) such Shareholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Shareholder is not affected by any voting trust, agreement or any arrangement affecting the voting rights of such Company Common Stock, (iv) such Shareholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Shareholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Owned Shares is bound Securities Act or the securities laws of any state, and (orv) such Shareholder has had an opportunity to ask and receive answers to any questions such Shareholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Shareholder has requested. Delivery shall be effected, in and risk of loss and title to the case Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of each Shareholder that is not a natural person, such Shareholder’s constituent documentsthe Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.6 hereof (or affidavit of lost certificate), or (ii) any judgment, decree, order or material law or regulation of any governmental agency or authority in the United States by which such Shareholder or any of its subsidiaries is bound, except, with respect to clauses (i) and (iiy) abovethe Letter of Transmittal containing the representations, where the conflict or default, individually or in the aggregate, will not have a material adverse effect on such Shareholderwarranties and covenants contemplated by this Section 4. 5. (e) Each Shareholder understands and acknowledges that each of Parent and Acquisition Co. is entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

Representations Warranties and Covenants of the Shareholders. Each Shareholder of the Shareholders hereby individually (represents, warrants and not jointly or severally) represents and warrants to, and agrees with, Parent and Acquisition Co. covenants to the other parties as follows: (a) As of the Effective Date, such Shareholder is the beneficial or record owner of, or exercises voting power over the Lagan Shares, the Alcimede Shares or the Dxxxxxxxx Shares, as the case may be. No person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if such Shareholder is a married individual and resides in a state with community property laws, the community property interest of his spouse to the extent applicable under such community property laws). The Shares owned by such Shareholder are and will be at all times up until the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on such Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the exercise or fulfillment of the rights and obligations of such Shareholder under this Agreement or of the parties to this Agreement. Such Shareholder’s principal residence or place of business is set forth on the signature page hereto. (b) Such Shareholder has all necessary power requisite power, capacity and authority and legal capacity to execute and deliver enter into this Agreement and perform its obligations hereunderto consummate the transactions contemplated hereby. In The execution and delivery of this Agreement by such Shareholder and the case consummation by such Shareholder of each Shareholder who is not a natural personthe transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Shareholder, and no other actions or proceedings or actions on the part of such Shareholder are necessary to authorize the execution, execution and delivery or performance by such Shareholder of this Agreement or and the consummation by such Shareholder of the transactions contemplated hereby. (b) . This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the other parties, constitutes a valid, legal valid and binding agreement obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent transfer moratorium and similar laws of general applicability relating to or affecting creditors’ rights or by and remedies generally and to general equity principlesprinciples of equity. (c) Each Shareholder is the sole Beneficial Owner of such Shareholder’s Owned Shares, other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder. Each Shareholder has the sole right to vote, or cause to be voted, The execution and to dispose, or cause the disposition, of such Shareholder’s Owned Shares and there exist no limitations on its ability to exercise such right. Each Shareholder has good and marketable title (which may include holding in nominee or “street” name) to all of such Shareholder’s Owned Shares (other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder), free and clear of all liens (other than as created by this Agreement and the restrictions on Transfer under applicable securities laws). The Owned Shares constitute all of the capital stock of the Company Beneficially Owned by such Shareholder. (d) Neither the execution nor delivery of this Agreement does not, and the performance by such Shareholder nor the Shareholder’s consummation of the transactions contemplated hereby his or its agreements and obligations hereunder will not, conflict with, result in any a breach or violation of or constitute a default under (i) with or without notice or lapse of time or both), or require notice to or the consent of any material mortgageperson under, bond, indenture, any agreement, instrument commitment, law, rule, regulation, judgment, order or obligation decree to which such Shareholder is a party Shareholder or by which such Shareholder or any of the Owned Shares is bound (orbound, except, in the case of each Shareholder that is not a natural personDxxxxxxxx, such Shareholder’s constituent documents), or (ii) any judgment, decree, order or material law or regulation for the written consent of any governmental agency or authority in the United States by which such Shareholder or any Company under the terms of its subsidiaries is bound, except, with respect to clauses (i) and (ii) above, where the conflict or default, individually or in the aggregate, will not have a material adverse effect on such ShareholderSeries M Preferred Stock. (ed) Each Such Shareholder understands and acknowledges agrees that each he or it will not in his or its capacity as a stockholder of Parent and Acquisition Co. is entering into the Merger Agreement Company bring, commence, institute, maintain, prosecute or voluntarily aid any action, claim, suit or cause of action, in reliance upon such Shareholder’s executionlaw or in equity, delivery and performance in any court or before any governmental entity, which challenges the validity or seeks to enjoin the operation of any provision of this AgreementAgreement or the Proxy.

Representations Warranties and Covenants of the Shareholders. Each Shareholder hereby individually (and not jointly or severally) represents and warrants to, and agrees withPromptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock, preferred stock and Acquisition Co. holders of Company warrants that was converted pursuant to Section 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) in substantially the form attached hereto as follows: (a) Such Shareholder has all necessary power Schedule 4 which shall contain additional representations, warranties and authority and legal capacity to execute and deliver this Agreement and perform its obligations hereunder. In the case of each Shareholder who is not a natural person, no other proceedings or actions on the part of such Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid, legal and binding agreement covenants of such Shareholder, enforceable against including without limitation, that (i) such Shareholder in accordance with its termshas full right, except as enforceability may be limited by applicable bankruptcypower and authority to deliver such Company Common Stock and Letter of Transmittal, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. (cii) Each Shareholder is the sole Beneficial Owner delivery of such Shareholder’s Owned Shares, other than those Owned Shares Beneficially Owned by a family trust Company Common Stock will not violate or child of such Shareholder. Each Shareholder has the sole right to vote, or cause to be voted, and to dispose, or cause the disposition, of such Shareholder’s Owned Shares and there exist no limitations on its ability to exercise such right. Each Shareholder has good and marketable title (which may include holding in nominee or “street” name) to all of such Shareholder’s Owned Shares (other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder), free and clear of all liens (other than as created by this Agreement and the restrictions on Transfer under applicable securities laws). The Owned Shares constitute all of the capital stock of the Company Beneficially Owned by such Shareholder. (d) Neither the execution nor delivery of this Agreement by such Shareholder nor the Shareholder’s consummation of the transactions contemplated hereby will conflict with, result in any violation a breach of or constitute a default under (i) under, any material indenture, loan or credit agreement, deed of trust, mortgage, bond, indenture, agreement, security agreement or other agreement or instrument or obligation to which such Shareholder is a party bound or by which affected, (iii) such Shareholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Shareholder is not affected by any voting trust, agreement or any arrangement affecting the voting rights of such Company Common Stock, (iv) such Shareholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act or a sophisticated investor who would qualify to purchase Parent Common Stock and that such Shareholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Owned Shares is bound Securities Act or the securities laws of any state, and (orv) such Shareholder has had an opportunity to ask and receive answers to any questions such Shareholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Shareholder has requested. Delivery shall be effected, in and risk of loss and title to the case Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of each Shareholder that is not a natural person, such Shareholder’s constituent documentsthe Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.6 hereof (or affidavit of lost certificate), or (ii) any judgment, decree, order or material law or regulation of any governmental agency or authority in the United States by which such Shareholder or any of its subsidiaries is bound, except, with respect to clauses (i) and (iiy) abovethe Letter of Transmittal containing the representations, where the conflict or default, individually or in the aggregate, will not have a material adverse effect on such Shareholderwarranties and covenants contemplated by this Section 4. (e) Each Shareholder understands and acknowledges that each of Parent and Acquisition Co. is entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.