Common use of STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES Clause in Contracts

STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The Stockholder represents -------------------------------------------- and warrants to Chesapeake that: (a) the Stockholder has duly authorized, executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms and neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound; (b) consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law other than filing on Form 13D that may be required under the Securities Exchange Act of 1934, as amended; (c) the Subject Stock and the certificates representing same are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trust or agreement or any other encumbrances whatsoever ("Encumbrances") with respect to the ownership or voting of the Subject Stock or otherwise, other than Encumbrances created by or arising pursuant to this Agreement, and there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, the Subject Stock other than this Agreement; (d) the Subject Stock constitutes all of the securities of Canaan owned beneficially or of record by the Stockholder on the date hereof; and (e) the Stockholder has the present power and right to vote all of the Subject Stock as contemplated herein.

STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The Stockholder represents -------------------------------------------- and warrants to Chesapeake that: Issuer as follows: (a) Stockholder is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) Stockholder (i) has the full power and authority to execute and deliver this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby and (ii) has taken all necessary action to authorize the execution, delivery and performance by Stockholder of this Agreement; (c) this Agreement has been duly and validly authorized, executed and delivered this Agreement by Stockholder and this Agreement constitutes a the valid and binding agreementobligation of Stockholder, enforceable in accordance with its terms terms; (d) Stockholder (or any direct or indirect subsidiary of Stockholder and neither all persons controlling, controlled by or under common control with Stockholder ("Affiliates"), as the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation ofcase may be), a default underis, or conflict with any contractupon issuance to it by Issuer will be, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound; (b) consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law other than filing on Form 13D that may be required under the Securities Exchange Act of 1934, as amended; (c) the Subject Stock and the certificates representing same are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear sole beneficial holder of all the Shares, and Stockholder and Affiliates have not granted or permitted to exist any liens, claims, security interestsoptions, proxies, voting trust agreements, charges or agreement or any other encumbrances whatsoever of whatever nature affecting the Shares; ("Encumbrances"e) with respect to the ownership or voting Notes and Shares owned and held by Stock holder and Affiliates as of the Subject Stock or otherwise, other than Encumbrances created by or arising pursuant to this Agreement, and there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, the Subject Stock other than this Agreement; (d) the Subject Stock constitutes date hereof constitute all of the securities of Canaan Issuer owned beneficially by Stockholder and Affiliates; (f) Stockholder (or Affiliates, as the case may be) is not acquiring the Notes and Shares owned and held by Stockholder and is not acquiring the Shares which may be acquired after the date hereof with the intent or objective of record by obtaining control of the business, operations or affairs of Issuer; and (g) except as set forth in the Purchase Agreement and the Merger Agreement, neither Stockholder nor any Affiliate has outstanding any option, warrant or other right to acquire, directly or indirectly, any securities of Issuer or any securities which are convertible into or exchangeable or exercisable for any securities of Issuer, nor is Stockholder or any Affiliate subject to any agreement (whether written or in the nature of an informal understanding or arrangement) which allows or obligates the Stockholder on the date hereof; and (e) the Stockholder has the present power and right or any such Affiliate to vote all or acquire any securities of the Subject Stock as contemplated hereinIssuer.

STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The Stockholder represents -------------------------------------------- and warrants to Chesapeake that: that (a) the Stockholder has duly authorized, executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms and neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound; or (b) consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law other than any filing on Form 13D that may be required under the Securities Exchange Act of 1934, as amended; (c) except to the extent contemplated herein and except as described in the final sentence of this Section 6, the Subject Stock and the certificates representing same are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trust trusts or agreement or any other encumbrances whatsoever ("Encumbrances") with respect to the ownership or voting of the Subject Stock or otherwise, other than Encumbrances created by or arising pursuant to this Agreement, Agreement and other than as set forth on Exhibit A; and there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, the Subject Stock other than this Agreement; (d) the Subject Stock constitutes all of the securities of Canaan owned beneficially or of record by the Stockholder on the date hereof; and (e) the Stockholder has the present power and right to vote all of the Subject Stock as contemplated herein.,

STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The Stockholder represents -------------------------------------------- and warrants to Chesapeake that: Lexicon that (ai) the Stockholder has duly authorized, executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms agreement and neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound; (bii) consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law other than filing on Form 13D that may be required under applicable to the Securities Exchange Act of 1934, as amendedStockholder; (ciii) the Subject Stock Shares and the certificates representing same are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trust trusts or agreement agreements or any other encumbrances whatsoever ("Encumbrances") with respect to the ownership or voting of the Subject Stock Shares or otherwise, other than Encumbrances created by or arising pursuant to this Agreement, and there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, the Subject Stock Shares other than this Agreement; (div) the Subject Stock constitutes such Shares constitute all of the securities of Canaan the Coelacanth owned beneficially or of record by the Stockholder on the date hereof; and (ev) the Stockholder has the present power and right to vote all of the Subject Stock Shares as contemplated herein; and (vi) Stockholder has received and reviewed copies of (A) Coelacanth's unaudited consolidated balance sheet dated April 30, 2001 and its unaudited consolidated statement of operations for the 10-month period ending April 30, 2001 and (B) Lexicon's Report on Form 10K for the year-ended December 31, 2000 and Report on Form 10Q for the quarter-ended March 31, 2001.

STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The Stockholder Each Stockholder, severally and not jointly, represents -------------------------------------------- and warrants to Chesapeake the Company and the Founders that: : (a) For each such Stockholder that is not an individual, such Stockholder is a duly organized, validly existing and in good standing under the laws of the state of its organization. (b) Such Stockholder has duly authorizedfull capacity (if an individual) or power and authority (if an entity) to execute and deliver this Agreement, executed to perform its obligations hereunder and delivered this Agreement and this Agreement constitutes a valid and binding agreementto consummate the transactions contemplated hereby. If an entity, enforceable in accordance with its terms and neither the execution and delivery of this Agreement nor Agreement, the performance of its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation have been duly authorized by all requisite entity action of such Stockholder. Such Stockholder has duly executed and delivered this Agreement. (c) This Agreement constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, require no action by or in respect of, a default underor filing with, or any Governmental Authority. (d) The execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not (i) if such Stockholder is an entity, conflict with or result in any contract, commitment, agreement, understanding, arrangement violation or restriction breach of any kind provision of any of the organizational documents of such Stockholder, (ii) conflict with or result in any violation or breach of any provision of any Applicable Law or (iii) require any consent or other action by any Person under any provision of any material agreement or other instrument to which the Stockholder is a party. (e) Except for this Agreement, such Stockholder has not entered into or agreed to be bound by any other agreements or arrangements of any kind with any other party with respect to any Capital Stock or by which the Stockholder is bound; (b) consummation by the Stockholder Stock Equivalents of the transactions contemplated hereby will not violateCompany, including agreements or require any consent, approval, or notice under, any provision of law other than filing on Form 13D that may be required under the Securities Exchange Act of 1934, as amended; (c) the Subject Stock and the certificates representing same are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trust or agreement or any other encumbrances whatsoever ("Encumbrances") arrangements with respect to the ownership acquisition or disposition of any such Capital stock or Stock Equivalents or any interest therein or the voting of the Subject any Capital Stock or otherwise, Stock Equivalents (whether or not such agreements and arrangements are with the Company or any other than Encumbrances created by or arising pursuant Stockholder). (f) Subject to the other provisions of this Agreement, the representations and there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, the Subject Stock other than this Agreement; (d) the Subject Stock constitutes all of the securities of Canaan owned beneficially or of record by the Stockholder on warranties contained herein shall survive the date hereof; of this Agreement and shall remain in full force and effect for the full period of all applicable statutes of limitations (e) the Stockholder has the present power and right giving effect to vote all of the Subject Stock as contemplated hereinany waiver, mitigation or extension thereof).

STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The Each Stockholder severally, and not jointly, hereby represents -------------------------------------------- and warrants to Chesapeake that: (a) AEC Nevada, all of which representations and warranties are true, complete, and correct in all respects as of the date hereof and will be as of the Closing, as follows: 2.1 Such Stockholder has duly authorizedthe right, executed power, legal capacity, and delivered authority to enter into and perform such Stockholder’s obligations under this Agreement Agreement; and this Agreement constitutes a valid and binding agreement, enforceable no approvals or consents are necessary in accordance connection with its terms and neither the execution and delivery of this Agreement nor the consummation by the Stockholder it. All of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction shares of any kind to which the common stock of AEC Nevada owned by such Stockholder is a party or by which the Stockholder is bound; (b) consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law other than filing on Form 13D that may be required under the Securities Exchange Act of 1934, as amended; (c) the Subject Stock and the certificates representing same are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, owned free and clear of all liens, claimspledges, security interestsencumbrances, proxieschanges, voting trust restrictions, or agreement known claims of any kind, nature, or description. 2.2 The equity interest of AEC Nevada owned by such Stockholder will, at the Closing, be validly transferred to AEC Nevada free and clear of any other encumbrances whatsoever ("Encumbrances") and from all taxes, liens and charges with respect to the ownership transfer thereof and such shares of common stock of AEC Nevada shall be fully paid and non-assessable with the holder being entitled to all rights accorded to a holder of common stock of AEC Nevada. 2.3 Each such Stockholder has received all the information such Stockholder considers necessary or voting appropriate for deciding whether to acquire the UK Shares. Each such Stockholder understands the risks involved in an investment in the UK Shares. Each such Stockholder further represents that such Stockholder has had an opportunity to ask questions and receive answers from AEC Nevada regarding the business, properties, prospects, and financial condition of AEC Southern UK and to obtain such additional information (to the Subject Stock extent that AEC Nevada possessed such information or otherwisecould acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to such Stockholder or to which such Stockholder had access. 2.4 Each such Stockholder has not relied on and is not relying on any representations, warranties or other assurances regarding AEC Nevada other than Encumbrances created by or arising pursuant to the representations and warranties expressly set forth in this Agreement, and there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, the Subject Stock other than this Agreement; (d) the Subject Stock constitutes all of the securities of Canaan owned beneficially or of record by the Stockholder on the date hereof; and (e) the Stockholder has the present power and right to vote all of the Subject Stock as contemplated herein.

STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The Stockholder represents -------------------------------------------- and warrants to Chesapeake that: the Company that (a) the Stockholder has duly authorized, executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms and neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound; or (b) consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law other than filing on Form 13D that may be required under the Securities Exchange Act of 1934, as amended; (c) except to the extent contemplated herein and except as described in the final sentence of this Section 7, the Subject Stock and the certificates representing same are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trust trusts or agreement or any other encumbrances whatsoever ("Encumbrances") with respect to the ownership or voting of the Subject Stock or otherwise, other than Encumbrances created by or arising pursuant to this Agreement, ; and there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-of- attorney, voting agreements, trust agreements or other agreements relating to, the Subject Stock other than this Agreement; (d) the except as set forth on Exhibit B, such Subject Stock constitutes all of the securities of Canaan IHK owned beneficially or of record by the Stockholder on the date hereof; and and (e) the Stockholder has the present power and right to vote all of the Subject Stock as contemplated herein. The Stockholder hereby advises the Company that the Shares are pledged as security under that certain Agreement [describe if applicable], and that no default, event of default, or event of acceleration has occurred thereunder.

STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The Stockholder represents -------------------------------------------- and warrants to Chesapeake that: Sterling that (a) the Stockholder has duly authorized, executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms and neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound; (b) consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law other than filing on Form 13D that may be required under the Securities Exchange Act of 1934, as amendedlaw; (c) except to the extent provided in Section 5, the Subject Stock and the certificates representing same are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trust trusts or agreement or any other encumbrances whatsoever ("Encumbrances") with respect to the ownership or voting of the Subject Stock or otherwise, other than Encumbrances created by or arising pursuant to this Agreement, and there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, the Subject Stock other than this Agreement; (d) the such Subject Stock constitutes all of the securities of Canaan the Company owned beneficially or of record by the Stockholder on the date hereof; and (e) the Stockholder has the present power and right to vote all of the Subject Stock as contemplated herein.

STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The To induce NII and FMTTM to enter into this Agreement and consummate the transactions contemplated hereby, each Stockholder (solely with respect to itself) represents -------------------------------------------- and warrants to Chesapeake that: NII and FMTTM as follows (for purposes of this Agreement, the phrases "knowledge of the Stockholder" or the "Stockholder's knowledge," or words of similar import, mean the actual knowledge of such Stockholder): (a) Such Stockholder is duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporation, formation or organization and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to own, operate and lease its properties and to carry on its business in the places and in the manner as now conducted. Such Stockholder is duly qualified and in good standing as a foreign corporation in each jurisdiction in which it does business and/or owns or leases property, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect on such Stockholder. (b) Such Stockholder has duly authorizedthe full legal right, executed corporate or trust power and delivered authority to enter into this Agreement and the transactions contemplated hereby and to perform its obligations pursuant to the terms of this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms and neither the Agreement. The execution and delivery of this Agreement nor by such Stockholder and the consummation performance by the such Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, herein have been duly and validly authorized has been duly and validly authorized by all necessary corporate or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder trust action. This Agreement is a party or by which legal, valid and binding obligation of the such Stockholder, enforceable against such Stockholder is bound; in accordance with its terms, subject to Bankruptcy Laws and Equitable Principles. (bc) The execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation by the Stockholder of the transactions contemplated hereby and the fulfillment of the terms hereof: (i) shall not result in a violation (x) under any law, judgment, decree, order, rule, regulation, permit or other legal requirement of any Governmental Authority, applicable to such Stockholder or (y) of the certificate of incorporation or bylaws (or, if such Stockholder is not a corporation, such Stockholder's similar organizational documents); and (ii) shall not result in the creation or imposition of any Lien (other than Permitted Liens) upon the Surviving Corporation in favor of any Person, except, in the case of clause (i)(x), where such violation would not have a Material Adverse Effect on such Stockholder. (d) Except as set forth on Schedule 5.18(d), such Stockholder is not party to or bound by any options, calls, warrants, agreements, arrangements or preemptive rights or commitments of any character relating to any Company Common Stock. At the Closing, such Stockholder will have good title to all of the capital stock of the Company owned by it free and clear of any Liens (other than Permitted Liens). (e) Such Stockholder does not have any plan or intention to dispose of or otherwise transfer any of the NII Common Stock to be received in the Merger to NII in redemption of such stock, or to any person related to NII (as defined in Section 1.368-1(e)(3) of the Treasury Regulations), either directly or through any transaction, agreement or arrangement with any Person. (f) Except as set forth on Schedule 5.18(f), the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby and thereby by such Stockholder, will not violate, require such Stockholder to obtain or require make (as the case may be) any consent, approval, authorization or notice underpermit of, or filing with or notification to any provision Governmental Authority except for (a) applicable requirements, if any, of law the HSR Act, the DGCL, the Securities Act, the Exchange Act, state securities or Blue Sky laws and the Bylaws of the National Association of Securities Dealers, Inc., or (b) where the failure to obtain such consents, approvals, authorization or permits, or to make such filings or notifications (other than filing on Form 13D under proviso (a) of this exception), would not prevent or delay consummation of the Merger or otherwise prevent such Stockholder from performing its or their obligations under this Agreement. (g) Each such Stockholder (i) understands that may the NII Common Stock will not be required registered under the Securities Exchange Act of 1934Act, as amended; (c) or under any applicable state securities law, prior to the Subject Stock Closing Date, but is subject to the Registration Rights Agreement that NII and FMTTM and the certificates representing same are now and Stockholders will enter into at all times during Closing, (ii) understands that, except as set forth in Section 5.8, the term of this Agreement NII Common Stock will be held by subject to a restriction on transfer until the Stockholder, or by a nominee or custodian for the benefit first anniversary of the StockholderClosing Date, free and clear of all liens(iii) is acquiring an interest in the NII Common Stock solely for his, claims, security interests, proxies, voting trust her or agreement or any other encumbrances whatsoever ("Encumbrances") with respect to the ownership or voting of the Subject Stock or otherwise, other than Encumbrances created by or arising pursuant to this Agreementits own account for investment purposes, and there are no outstanding optionsnot with a view to a distribution thereof, warrants except as provided in Section 5.8, (iv) is a sophisticated investor with knowledge and experience in business and financial matters and shall not sell or rights to purchase otherwise transfer such shares except when such sale or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, transfer is made in compliance with the Subject Stock other than this Agreement; (d) the Subject Stock constitutes Securities Act and all of the applicable state securities of Canaan owned beneficially or of record by the Stockholder on the date hereof; laws and (e) has received certain information concerning NII and FMTTM and has had the Stockholder has opportunity to obtain additional information as desired in order to evaluate the present power merits and right to vote all of the Subject Stock as contemplated hereinrisks inherent in holding the NII Common Stock.

STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The Stockholder represents -------------------------------------------- and warrants to Chesapeake that: Issuer as follows: (a) Stockholder is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) Stockholder (i) has the full power and authority to execute and deliver this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby and (ii) has taken all necessary action to authorize the execution, delivery and performance by Stockholder of this Agreement; (c) this Agreement has been duly and validly authorized, executed and delivered this Agreement by Stockholder and this Agreement constitutes a the valid and binding agreementobligation of Stockholder, enforceable in accordance with its terms terms; (d) Stockholder (or any direct or indirect subsidiary of Stockholder and neither all persons controlling, controlled by or under common control with Stockholder ("Affiliates"), as the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation ofcase may be), a default underis, or conflict with any contractupon issuance to it by Issuer will be, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound; (b) consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law other than filing on Form 13D that may be required under the Securities Exchange Act of 1934, as amended; (c) the Subject Stock and the certificates representing same are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear sole beneficial holder of all the Shares, and Stockholder and Affiliates have not granted or permitted to exist any liens, claims, security interestsoptions, proxies, voting trust agreements, charges or agreement or any other encumbrances whatsoever of whatever nature affecting the Shares; ("Encumbrances"e) with respect to the ownership or voting Notes and Shares owned and held by Stockholder and Affiliates as of the Subject Stock or otherwise, other than Encumbrances created by or arising pursuant to this Agreement, and there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, the Subject Stock other than this Agreement; (d) the Subject Stock constitutes date hereof constitute all of the securities of Canaan Issuer owned beneficially by Stockholder and Affiliates; (f) Stockholder (or Affiliates, as the case may be) is not acquiring the Notes and Shares owned and held by Stockholder and is not acquiring the Shares which may be acquired after the date hereof with the intent or objective of record by obtaining control of the business, operations or affairs of Issuer; and (g) except as set forth in the Purchase Agreement and the Merger Agreement, neither the Stockholder on nor any Affiliate has outstanding any option, warrant or other right to acquire, directly or indirectly, any securities of Issuer or any securities which are convertible into or exchangeable or exercisable for any securities of the date hereof; and (e) Issuer, nor is the Stockholder has or any Affiliate subject to any agreement (whether written or in the present power and right nature of an informal understanding or arrangement) which allows or obligates the Stockholder or any such Affiliate to vote all or acquire any securities of the Subject Stock as contemplated hereinIssuer.

STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The Stockholder represents -------------------------------------------- Stockholders jointly and warrants to Chesapeake that: severally represent and warrant as follows: (a) The Stock Consideration will be acquired for the Stockholder has duly authorizedStockholders’ own accounts without the participation of any other person, executed with the intent of holding the Stock Consideration for investment and delivered this Agreement and this Agreement constitutes without the intent of participating, directly or indirectly, in a valid and binding agreement, enforceable in accordance with its terms and neither the execution and delivery of this Agreement nor the consummation by the Stockholder distribution of the transactions contemplated hereby will constitute Stock Consideration and not with a violation of, a default underview to, or conflict with for resale in connection with, any contract, commitment, agreement, understanding, arrangement or restriction distribution of any kind to which the Stockholder is a party or by which the Stockholder is bound; Stock Consideration. (b) consummation by The Stockholders have such knowledge and experience in financial, tax and business matters as to be capable of evaluating the Stockholder merits and risks of, and bearing the economic risks entailed by, an investment in the Company and of protecting its interests in connection with this transaction. The Stockholders recognize and acknowledge that an investment in the Company involves a high degree of risk. The Stockholders are able to bear the economic risks of the transactions contemplated hereby will not violateinvestment in the Stock Consideration, or require any consent, approval, or notice under, any provision including the risk of law other than filing on Form 13D that may be required under a complete loss of the Securities Exchange Act value of 1934, as amended; the Stock Consideration. (c) The Stockholders have had adequate opportunity to review the Subject Stock Company’s reports filed with the Securities and Exchange Commission (the certificates representing same are now “Company SEC Reports”) and at all times during to ask questions of and receive answers from the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trust or agreement or any other encumbrances whatsoever ("Encumbrances") Company with respect to the ownership information contained in the Company SEC Reports. (d) The Stockholders acknowledge that neither the Company nor any of its agents, employees or voting of the Subject Stock affiliates has made any representations or warranties, oral or otherwise, concerning the Company, other than Encumbrances created by those set forth herein or arising pursuant contained in the Company SEC Reports. In making the decision to this Agreementaccept Stock Consideration as a portion of the consideration for SDC’s purchase of the Eastern capital stock, the Stockholders did not rely upon any information other than as set forth herein or the results of the Stockholders’ independent review of the Company SEC Reports. (e) The Stockholders understand and agree that the Stock Consideration will be issued to Parent without registration under any state law relating to the registration of securities for sale, and there are no outstanding optionswill be issued and sold in reliance on the exemptions from registration under the Securities Act of 1933, warrants as amended (the “Securities Act”), provided by Section 4(2) thereof and the rules and regulations promulgated thereunder. (f) The Stock Consideration cannot be offered for sale, sold or rights to purchase or acquiretransferred by Parent other than pursuant to: (i) (A) an effective registration under the Securities Act, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, (B) an exemption from registration under the Subject Stock other than this AgreementSecurities Act; (dii) evidence satisfactory to the Subject Stock constitutes all Company of compliance with the applicable securities laws of Canaan owned beneficially or of record by the Stockholder on the date hereofother jurisdictions; and (eiii) the Stockholder has restrictions on sale contained in Section 4 of this Agreement. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the present power and right above laws. (g) The Stockholders understand that there will be placed on the certificates for the Stock Consideration, or any substitution therefore, in addition to vote all of the Subject Stock as contemplated hereinany other legend which may be required, a legend stating in substance: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES ACT OF ANY OTHER STATE, AND THE SHARES MAY NOT BE RESOLD, ASSIGNED OR TRANSFERRED BY A PURCHASER THEREOF WITHOUT BEING REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER APPLICABLE STATE SECURITIES LAW OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE IN THE OPINION OF COUNSEL TO THE COMPANY. FURTHERMORE, THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A LOCK-UP AND PLEDGE AGREEMENT DATED SEPTEMBER 14, 2009, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE.

STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The Stockholder represents -------------------------------------------- and warrants to Chesapeake that: the Company that (a) the Stockholder has duly authorized, executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms and neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound; or (b) consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law other than filing on Form 13D that may be required under the Securities Exchange Act of 1934, as amended; (c) except to the extent contemplated herein and except as described in the final sentence of this Section 7, the Subject Stock and the certificates representing same are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trust trusts or agreement or any other encumbrances whatsoever ("Encumbrances") with respect to the ownership or voting of the Subject Stock or otherwise, other than Encumbrances created by or arising pursuant to this Agreement, ; and there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, the Subject Stock other than this Agreement; (d) the except as set forth on Exhibit B, such Subject Stock constitutes all of the securities of Canaan IHK owned beneficially or of record by the Stockholder on the date hereof; and and (e) the Stockholder has the present power and right to vote all of the Subject Stock as contemplated herein. The Stockholder hereby advises the Company that the Shares are pledged as security under that certain Agreement [describe if applicable], and that no default, event of default, or event of acceleration has occurred thereunder.