Common use of Representations, Warranties and Covenants of the Stockholders Clause in Contracts

Representations, Warranties and Covenants of the Stockholders. Each Stockholder, severally but not jointly, represents and warrants to Parent as follows: (i) such Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly executed and delivered by such Stockholder and the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of such Stockholder enforceable against such Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors, rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement by such Stockholder does not conflict with or violate any law or agreement binding upon it, nor require any consent, notification, regulatory filing or approval and (v) except for restrictions in favor of Parent pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, each Stockholder owns, beneficially, all of its Shares, as applicable, free and clear of any proxy, voting restriction, adverse claim or other lien and has voting power and power of disposition with respect to all of its Shares, with no restrictions on such Stockholder’s rights of voting or disposition pertaining thereto and no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of its Shares, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of such Stockholder to perform its obligations hereunder. Notwithstanding anything contained to the contrary in this Agreement, in the event a Stockholder (or any Representative of a Stockholder) is a director or officer of the Company, nothing in this Agreement is intended or shall be construed to require such Stockholder (or Representative), solely in his or her capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent with (i) his or her fiduciary duties in such capacity and (ii) the Merger Agreement. Furthermore, no Stockholder (or any Representative of a Stockholder) who is or becomes (during the term hereof) a director or officer of the Company makes any agreement or understanding herein solely in his or her capacity as a director or officer, and nothing herein will limit or affect, or give rise to any liability of any Stockholder (or Representative) solely in such Person’s capacity as a director or officer of the Company.

Representations, Warranties and Covenants of the Stockholders. Each Stockholder, severally but not jointly, Stockholder hereby represents and warrants to Parent as follows: (i) such : 5.1 Such Stockholder has all necessary requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) . Such Stockholder is duly organized, validly existing and in good standing in accordance with the laws of its jurisdiction of formation, as applicable. The execution and delivery by such Stockholder of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or other organizational action in accordance with such Stockholder’s Governing Documents, as applicable. This Agreement has been duly executed and delivered by such Stockholder and the executionand, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by ParentParent and the Company, this Agreement constitutes the legal, valid and binding agreement obligation of such Stockholder Stockholder, as applicable, enforceable against such Stockholder it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors, rights generally and by general equitable principles; (iv) the Enforceability Limitations. 5.2 The execution and delivery of this Agreement by such Stockholder does and the performance of its obligations hereunder will not conflict constitute or result in (a) a breach or violation of, or a default under, the Governing Documents of such Stockholder, (b) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of such Stockholder (with or violate without notice, lapse of time or both) pursuant to, any law agreement, lease, license, contract, note, mortgage, indenture, arrangement or agreement other obligation binding upon itsuch Stockholder, nor require any consentor (c) a conflict with, notification, regulatory filing breach or approval and (v) except for restrictions in favor of Parent pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, each Stockholder owns, beneficially, all of its Shares, as applicable, free and clear violation of any proxy, voting restriction, adverse claim or other lien and has voting power and power of disposition with respect Law applicable to all of its Shares, with no restrictions on such Stockholder’s rights of voting or disposition pertaining thereto and no Person other than such Stockholder has any right to direct or approve the voting by which its properties are bound or disposition of any of its Sharesaffected, except except, in the case of clause (ivb) and or (v) c), for violationsany breach, breaches violation, termination, default, creation or defaults acceleration that would not not, individually or in the aggregate materially aggregate, reasonably be expected to impair the ability of such Stockholder to perform its obligations hereunder. Notwithstanding anything contained to under this Agreement on a timely basis. 5.3 As of the contrary in date hereof, such Stockholder Beneficially Owns such Stockholder’s Owned Shares free and clear of any and all Liens, other than those created by this Agreement, and has sole voting power over and right to consent with respect to all of such Owned Shares. 5.4 Except as contemplated by this Agreement, such Stockholder has not entered into any tender, voting or other agreement or arrangement, or proxy or power of attorney, with respect to any of its Shares or entered into any other contract relating to the voting of any of its Shares. Any and all proxies in respect of such Stockholder’s Shares are revocable, and such proxies either have been revoked prior to the date hereof or are hereby revoked. 5.5 As of the date hereof, there is no Proceeding pending or, to the knowledge of such Stockholder, threatened against or affecting such Stockholder that, individually or in the event a aggregate, would reasonably be expected to impair the ability of such Stockholder (or any Representative of a Stockholder) is a director or officer of the Company, nothing in to perform its obligations under this Agreement is intended or shall be construed to require such consummate the transactions contemplated by this Agreement on a timely basis. 5.6 Such Stockholder hereby (or Representative), solely in his or her capacity as a director or officer of a) authorizes Parent and the Company, Company to act or fail to act publish and disclose in any manner inconsistent announcement or disclosure in connection with the transactions contemplated by the Merger Agreement, including the Information Statement and the Form S-4 and any other applicable filings under the Exchange Act or the Securities Act, its identity and ownership of its Shares and the nature of its obligations under this Agreement, and (b) agrees that it shall promptly (i) his furnish to Parent and the Company any information reasonably available to such Stockholder that Parent or her fiduciary duties in the Company may reasonably request for the preparation of any such capacity announcement or disclosure and (ii) notify Parent and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such announcement or disclosure, if and to the extent that any such information contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 5.7 Such Stockholder has received and reviewed a copy of the Merger Agreement. 5.8 Such Stockholder is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act). FurthermoreIn making its Election pursuant to Section 9, each Stockholder acknowledges that (a) no form of “general solicitation” or “general advertising” (as such terms are defined in Regulation D under the Securities Act) was used by Parent or its Representatives in connection therewith, (b) neither Parent nor its Representatives has taken any action that would constitute a public offering within the meaning of Section 4(a)(2) of the Securities Act with respect thereto and (c) as of the date hereof, no Stockholder (or any Representative of a Stockholder) who is or becomes (during the term hereof) a director or officer other stockholders of the Company makes any agreement were solicited or understanding herein solely in his otherwise approached by Parent or her capacity as a director or officer, and nothing herein will limit or affect, or give rise to any liability of any Stockholder (or Representative) solely in such Person’s capacity as a director or officer of its representatives for the Companypurpose thereof.

Representations, Warranties and Covenants of the Stockholders. Each Stockholder, severally but not jointly, Stockholder represents and warrants to Parent the Company, and agrees and acknowledges, as follows: : (a) All Securities acquired by or for the Stockholder are and will be acquired solely for the Stockholder’s own account for investment purposes only and not with a present view toward the distribution thereof or with any present intention of distributing or reselling any such Securities in violation of the 1933 Act or any state securities laws. Irrespective of any other provisions of this Agreement, the Stockholder may only Transfer the Securities if the Company determines that such Transfer is in compliance with all applicable Federal and state securities laws, including the 1933 Act. (b) The Stockholder has had the opportunity to ask questions and receive answers concerning the Company and the Securities acquired by the Stockholder. The Stockholder acknowledges that it has received all of the information it considers necessary or appropriate for deciding whether to acquire the Securities. The Stockholder and its advisors, if any, have been afforded the opportunity to ask questions of the Company. (c) The Stockholder has such knowledge and experience in financial and business matters such that the Stockholder is capable of evaluating the merits and risks of an investment in the Securities, or has consulted with advisors who possess such knowledge and experience. The Stockholder is able to bear the economic risk of its investment in the Securities for an indefinite period of time. The Stockholder understands that the Securities have not been and may never be, registered under the 1933 Act and therefore cannot be Transferred unless subsequently registered under the 1933 Act or unless an exemption from such registration is available. (d) The Stockholder is an accredited investor (as such term is defined in Rule 501 of the 1933 Act). (e) The Stockholder has not and will not enter into any agreement or arrangement of any kind which conflicts with or violates any provision of this Agreement, including but not limited to, any agreement or arrangement with respect to the acquisition, disposition or voting of shares inconsistent with this Agreement. If the Stockholder is at any time a married individual, then such Stockholder shall cause its spouse to execute and deliver to the Company a Spousal Consent. (f) If the Stockholder is a corporation, partnership, limited liability company, trust, custodianship, estate or other entity, then (i) such Stockholder is validly existing and in good standing under the laws of its jurisdiction of formation or organization, (ii) such Stockholder has all necessary full power and authority to execute enter into and deliver perform its obligations under this Agreement, (iii) the execution and delivery by such Stockholder of this Agreement and to perform the performance by such Stockholder of its obligations hereunder; under this Agreement have been duly authorized and approved by all requisite corporate, partnership, limited liability company or trust action, and (iiiv) this Agreement has been duly executed and delivered by a duly authorized person on such Stockholder’s behalf. (g) This Agreement constitutes the legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and the similar laws affecting creditors’ rights and remedies generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or equity). The execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of such Stockholder enforceable against such Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors, rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement by such Stockholder does not and will not conflict with with, violate or violate any law or agreement binding upon it, nor require any consent, notification, regulatory filing or approval and (v) except for restrictions in favor of Parent pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, each Stockholder owns, beneficially, all of its Shares, as applicable, free and clear cause a breach of any proxydocument, voting restrictionagreement, adverse claim contract or other lien and has voting power and power of disposition with respect instrument to all of its Shares, with no restrictions on such Stockholder’s rights of voting or disposition pertaining thereto and no Person other than which such Stockholder has is a party or any right judgment, order or decree to direct or approve the voting or disposition of any of its Shares, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of which such Stockholder to perform its obligations hereunder. Notwithstanding anything contained to the contrary in this Agreement, in the event a Stockholder (or any Representative of a Stockholder) is a director or officer of the Company, nothing in this Agreement is intended or shall be construed to require such Stockholder (or Representative), solely in his or her capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent with (i) his or her fiduciary duties in such capacity and (ii) the Merger Agreement. Furthermore, no Stockholder (or any Representative of a Stockholder) who is or becomes (during the term hereof) a director or officer of the Company makes any agreement or understanding herein solely in his or her capacity as a director or officer, and nothing herein will limit or affect, or give rise to any liability of any Stockholder (or Representative) solely in such Person’s capacity as a director or officer of the Companysubject.

Representations, Warranties and Covenants of the Stockholders. Each Stockholder, severally but not jointly, represents and warrants to Parent as follows: (i) such Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly executed and delivered by such Stockholder and the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of such Stockholder enforceable against such Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors, rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement by such Stockholder does not conflict with or violate any law or agreement binding upon it, nor require any consent, notification, regulatory filing or approval and (v) except for restrictions in favor of Parent pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, each Stockholder owns, beneficially, all of its Shares, as applicable, free and clear of any proxy, voting restriction, adverse claim or other lien and has voting power and power of disposition with respect to all of its Shares, with no restrictions on such Stockholder’s rights of voting or disposition pertaining thereto and no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of its Shares, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of such Stockholder to perform its obligations hereunder. Notwithstanding anything contained to the contrary in this Agreement, in the event a Stockholder (or any Representative of a Stockholder) is a director or officer of the Company, nothing in this Agreement is intended or shall be construed to require such Stockholder (or Representative), solely in his or her capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent with (i) his or her fiduciary duties in such capacity and (ii) the Merger Agreement. Furthermore, no Stockholder (or any Representative of a Stockholder) who is or becomes (during the term hereof) a director or officer of the Company makes any agreement or understanding herein solely in his or her capacity as a director or officer, and nothing herein will limit or affect, or give rise to any liability of any Stockholder (or Representative) solely in such Person’s 's capacity as a director or officer of the Company.

Representations, Warranties and Covenants of the Stockholders. Each Stockholder, severally but individually and not jointly, represents hereby makes the following representations and warrants warranties to Parent the Company, and covenants for the benefit of the Company, as follows: (i) such Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this : 2.1 This Agreement has been duly authorized, validly executed and delivered by or on behalf of such Stockholder and the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the is a valid and binding agreement and obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, except as may be limited subject to limitations on enforcement by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, liquidation or similar laws of general application which may affect relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement by such Stockholder does not conflict with or violate any law or agreement binding upon it, nor require any consent, notification, regulatory filing or approval has full power and (v) except for restrictions in favor of Parent pursuant authority to this execute and deliver the Agreement and except the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. 2.2 Such Stockholder understands that the shares of Series A Preferred are being offered and sold in reliance on specific provisions of Federal and state securities laws, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Stockholder set forth herein for such transfer restrictions purposes of general applicability as may be provided qualifying for exemptions from registration under the Securities Act of 1933, as amendedamended (the “Securities Act”), and applicable state securities laws. 2.3 Such Stockholder is an “accredited investor” as defined under Rule 501 of Regulation D, promulgated under the “blue sky” laws Securities Act. 2.4 Such Stockholder will be acquiring the Series A Preferred for their own account, for investment purposes, and not with a current view to any resale or distribution in whole or in part, in violation of the various States Securities Act or any applicable securities laws; provided, however, that notwithstanding the foregoing, such Stockholder does not covenant to hold the Series A Preferred for any minimum period of time. 2.5 Such Stockholder understands that the shares Series A Preferred have not been registered under the Securities Act, are being issued pursuant to an exemption under Section 3(a)(9) of the United StatesSecurities Act and may not be resold except in accordance with Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act or pursuant to a registration statement. 2.6 Such Stockholder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Exchange Shares free and clear of all rights and Encumbrances (as defined below), and each Stockholder owns, beneficially, all has full power and authority to transfer and dispose of its Shares, as applicable, the Exchange Shares free and clear of any proxy, voting restriction, adverse claim right or other lien and has voting power and power of disposition with respect to all of its Shares, with no restrictions on such Stockholder’s rights of voting or disposition pertaining thereto and no Person other Encumbrance. Other than such Stockholder has any right to direct or approve the voting or disposition of any of its Shares, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of such Stockholder to perform its obligations hereunder. Notwithstanding anything contained to the contrary in transactions contemplated by this Agreement, there is no outstanding plan, pending proposal, or other right of any person to acquire all or any of the Exchange Shares. “Encumbrances” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the event a Stockholder (or any Representative of a Stockholder) is a director or officer of the Company, nothing in this Agreement is intended or shall be construed to require such Stockholder (or Representative), solely in his or her capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent with (i) his or her fiduciary duties in such capacity and (ii) the Merger Agreement. Furthermore, no Stockholder (or any Representative of a Stockholder) who is or becomes (during the term hereof) a director or officer of the Company makes any agreement or understanding herein solely in his or her capacity as a director or officer, and nothing herein will limit or affect, or give rise to any liability of any Stockholder (or Representative) solely in such Person’s capacity as a director or officer of the Companyfuture.

Representations, Warranties and Covenants of the Stockholders. 4.1 Each Stockholder owns, beneficially and/or of record, as of the date hereof, the number of shares of Company Stock or securities convertible into Company Stock set forth next to his name in Exhibit A hereto (the "SHARES"), subject to no rights of others and free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Stockholder's voting rights, severally but charges and other encumbrances of any nature whatsoever other than those imposed by federal and state securities laws (provided that 831,789 Shares held by Marshall Hunt have been pledged to Tapir Investments (Bahamas) Ltd., xxxxxxxx xx a Loan and Pledge Agreement, dated April 1998). On the date hereof, the Shares constitute all of the shares of Company Stock or securities convertible into Company Stock owned, beneficially and/or of record, by each such Stockholder. The Stockholder's right to vote or dispose of the Shares owned, beneficially and/or of record, by such Stockholder is not jointlysubject to any voting trust, represents voting agreement, voting arrangement or proxy and warrants to Parent as follows: (i) such Stockholder has all necessary power not entered into any contract, option or other arrangement or undertaking with respect thereto. 4.2 Each Stockholder has the legal capacity to execute, deliver and authority to execute and deliver perform this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly executed and delivered by such Stockholder and the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Proxy. This Agreement constitutes the a valid and binding agreement obligation of such each Stockholder enforceable against such Stockholder in accordance with its terms. If such Stockholder is an individual married and the Shares constitute community property under applicable law, except as may be limited by applicable bankruptcythis Agreement has been duly authorized, insolvencyexecuted and delivered by, reorganizationand constitutes the valid and binding agreement of, moratorium the Stockholder's spouse enforceable against such spouse in accordance with its terms. If such Stockholder is a person other than an individual, such Stockholder has full power and other similar laws of general application which may affect authority to make, enter into and carry out the enforcement of creditors, rights generally and by general equitable principles; (iv) the execution and delivery terms of this Agreement and the Proxy. 4.3 The execution, delivery and performance by such each Stockholder does of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) result in any breach or violation of or be in conflict with or violate constitute a default under the terms of any law law, order, regulation or agreement binding upon it, nor require any consent, notification, regulatory filing or approval and (v) except for restrictions in favor of Parent pursuant arrangement to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, each Stockholder owns, beneficially, all of its Shares, as applicable, free and clear of any proxy, voting restriction, adverse claim or other lien and has voting power and power of disposition with respect to all of its Shares, with no restrictions on such Stockholder’s rights of voting or disposition pertaining thereto and no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of its Shares, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of such Stockholder to perform its obligations hereunder. Notwithstanding anything contained to the contrary in this Agreement, in the event a Stockholder (or any Representative of a Stockholder) which he is a director party or officer of the Companyby which he is bound, nothing in this Agreement is intended or shall be construed to require such Stockholder (or Representative), solely in his or her capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent with (i) his or her fiduciary duties in such capacity and (ii) the Merger Agreement. Furthermorerequire any filing with or authorization by any governmental entity, no Stockholder or (iii) require any consent or other action by any Representative of person under, constitute a Stockholder) who is or becomes (during the term hereof) a director or officer of the Company makes any agreement or understanding herein solely in his or her capacity as a director or officer, and nothing herein will limit or affectdefault under, or give rise to any liability right of termination, cancellation or acceleration or to a loss of any Stockholder (benefit to which he is entitled under any provision of any agreement or Representative) solely in such Person’s capacity as a director or officer of the Companyother instrument binding on him.

Representations, Warranties and Covenants of the Stockholders. Each Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that were 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 covenants of such Stockholder, severally but not jointlyincluding without limitation, represents and warrants to Parent as follows: that (i) such Stockholder has all necessary full right, power and authority to execute deliver such Company Common Stock and deliver this Agreement and to perform its obligations hereunder; Letter of Transmittal, (ii) this Agreement has been duly executed and delivered by the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder and the executionis bound or affected, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder; (iii) assuming the due authorizationsuch Stockholder has good, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Stockholder enforceable against such Stockholder in accordance with its termsCompany Common Stock, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors, rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement by such Stockholder does is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not conflict with a view to selling or violate otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any law or agreement binding upon itstate, nor require any consent, notification, regulatory filing or approval and (v) except for restrictions in favor of Parent pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, each Stockholder owns, beneficially, all of its Shares, as applicable, free and clear of any proxy, voting restriction, adverse claim or other lien and has voting power and power of disposition with respect to all of its Shares, with no restrictions on such Stockholder’s rights of voting or disposition pertaining thereto and no Person other than such Stockholder has had an opportunity to ask and receive answers to any right questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to direct the Parent Common Stock shall pass, only upon delivery to the Parent (or approve an agent of the voting Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.6 hereof (or disposition affidavit of any of its Shareslost certificate), except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of such Stockholder to perform its obligations hereunder. Notwithstanding anything contained to the contrary in this Agreement, in the event a Stockholder (or any Representative of a Stockholder) is a director or officer of the Company, nothing in this Agreement is intended or shall be construed to require such Stockholder (or Representative), solely in his or her capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent with (i) his or her fiduciary duties in such capacity and (iiy) the Merger Agreement. FurthermoreLetter of Transmittal containing the representations, no Stockholder (or any Representative of a Stockholder) who is or becomes (during the term hereof) a director or officer of the Company makes any agreement or understanding herein solely in his or her capacity as a director or officer, warranties and nothing herein will limit or affect, or give rise to any liability of any Stockholder (or Representative) solely in such Person’s capacity as a director or officer of the Companycovenants contemplated by this Section 4.

Representations, Warranties and Covenants of the Stockholders. Each StockholderAs of the date hereof, severally but not jointlyeach Stockholder represents, represents warrants and warrants covenants to Parent as follows: : (ia) such Such Stockholder is the Beneficial Owner of the Shares and the Options indicated on the Exhibit A to this Agreement. (b) Such Stockholder does not Beneficially Own any shares of capital stock of the Company or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, other than the Shares and Options set forth on Exhibit A hereto. (c) Such Stockholder has the full power to dispose, vote or direct the voting of the Shares for and on behalf of all necessary power beneficial owners of the Shares. (d) The Shares are, and authority at all times up to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly executed and delivered including the Expiration Date the Shares will be, Beneficially Owned by such Stockholder Stockholder, free and the executionclear of any rights of first refusal, delivery and performance co-sale rights, security interests, liens, pledges, options, charges, proxies, voting trusts or agreements, or any other encumbrances of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder; any kind or nature (iii“Encumbrances”). (e) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of such Stockholder enforceable against such Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors, rights generally and by general equitable principles; (iv) the The execution and delivery of this Agreement by such Stockholder does do not, and such Stockholder’s performance of its obligations under this Agreement will not conflict with or violate any law or agreement binding upon it, nor require any consent, notificationapproval or notice under, regulatory filing any order, decree, judgment, statute, law, rule, regulation or approval agreement applicable to such Stockholder or by which such Stockholder or any of such Stockholder’s properties or assets, including, without limitation, the Shares and Options, is bound. (vf) except for restrictions in favor Such Stockholder has full power and authority to make, enter into and carry out the terms of Parent pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, each Stockholder owns, beneficially, all of its Shares, as applicable, free and clear of any proxy, voting restriction, adverse claim or other lien and has voting power and power of disposition with respect to all of its Sharesthe Shares without limitation, with no restrictions qualification or restriction on such Stockholder’s rights power and authority. (g) The failure of voting or disposition pertaining thereto and no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of its Sharesspouse, except in the case of clause (iv) and (v) for violationsif any, breaches or defaults that would not in the aggregate materially impair the ability of such Stockholder to perform its obligations hereunder. Notwithstanding anything contained be a party or signatory to the contrary in this Agreement, in the event a Stockholder (or any Representative of a Stockholder) is a director or officer of the Company, nothing in this Agreement is intended or shall be construed to require such Stockholder (or Representative), solely in his or her capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent with not (i) his prevent such Stockholder from performing such Stockholder’s obligations and consummating the transactions contemplated hereunder or her fiduciary duties in such capacity and (ii) prevent this Agreement from constituting the Merger Agreement. Furthermorelegal, no valid and binding obligation of such Stockholder (or any Representative of a Stockholder) who is or becomes (during the term hereof) a director or officer of the Company makes any agreement or understanding herein solely in his or her capacity as a director or officer, and nothing herein will limit or affect, or give rise to any liability of any Stockholder (or Representative) solely in such Person’s capacity as a director or officer of the Companyaccordance with its terms.