Common use of The Company’s Representations and Warranties Clause in Contracts

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 6(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated herebyhereof, will be duly and validly issued, fully paid and nonassessablenonasssessable. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the The Company will file the periodic reports required to be filed by it under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations adopted by the SEC thereunder, to the extent the Company is required from time to time file them under the Exchange Act, to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC, subject to the transfer restrictions set forth in Section 3. Notwithstanding anything contained in this Section 6(b9(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b9(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement. (c) In the event and to the extent that the exemption under Section 280G(b)(5)(B) of the Code is not available to exclude the benefits of this Agreement from inclusion in any excess parachute excise tax calculation under Section 4999 of the Code, which results in any such excise tax liability being imposed upon the Management Stockholder Entities, the Company and the Management Stockholder Entities shall use their reasonable best efforts to cooperate to reduce or eliminate any such excise tax liability.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 6(b8(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b8(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated herebyhereof, will be duly and validly issued, fully paid and nonassessable. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the The Company will file the reports required to be filed by it under the Act and the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 6(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b) shall be deemed to limit in any manner the restrictions on sales of Stock otherwise contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated herebyNon-Qualified Stock Option Agreement, will be duly and validly issued, fully paid and nonassessable. (b) If the Company becomes subject shall have filed a registration statement pursuant to the reporting requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or engaged in a Public Offering, (i) the Company shall use reasonable efforts to register the Options and the Stock to be acquired on exercise thereof on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Options and Stock and (ii) the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Securities and Exchange Commission ("SEC") thereunder, to the extent required from time to time to enable the Management Stockholder Purchaser to sell shares of Stock without registration under the Exchange Securities Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule may be amended from time to time, or (B) any similar applicable rule or regulation hereafter adopted by of the SEC. Notwithstanding anything contained in this Section 6(b11(b), the Company may de-register deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be availablethereunder. Nothing in this Section 6(b11(b) shall be deemed to limit in any manner the restrictions on sales Transfer of Stock contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and terms, (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessablenonassessable and (iii) assuming the Management Stockholder’s representations in Section 2 are true and correct, the issuance of the Purchased Stock and Options does not violate any “blue sky” or other securities law of any jurisdiction or require the Company to file a registration statement with the SEC or apply to qualify any securities under the “blue sky” or other securities law of any jurisdiction. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 6(b8(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b8(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the StockShares, when issued and delivered in accordance with the terms hereof and the other agreements contemplated herebyhereof, will be duly and validly issued, fully paid and nonassessable. (b) If the Company becomes subject shall have filed a registration statement pursuant to the reporting requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or engaged in a Public Offering, (i) the Company shall use reasonable efforts to register the Options and the Shares to be acquired on exercise thereof on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Options and Shares and (ii) the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Securities and Exchange Commission (“SEC”) thereunder, to the extent required from time to time to enable the Management Stockholder Purchaser to sell shares of Stock Shares without registration under the Exchange Securities Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule may be amended from time to time, or (B) any similar applicable rule or regulation hereafter adopted by of the SEC. Notwithstanding anything contained in this Section 6(b11(b), the Company may de-register deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be availablethereunder. Nothing in this Section 6(b11(b) shall be deemed to limit in any manner the restrictions on sales of Stock Shares contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated herebyhereof, will be duly and validly issued, fully paid and nonassessable. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC, subject to the transfer restrictions set forth in Section 3. Notwithstanding anything contained in this Section 6(b9(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b8(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated herebyhereof, will be duly and validly issued, fully paid and nonassessablenonasssessable. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the The Company will file the periodic reports required to be filed by it under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations adopted by the SEC thereunder, to the extent the Company is required from time to time file them under the Exchange Act, to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC, subject to the transfer restrictions set forth in Section 3. Notwithstanding anything contained in this Section 6(b9(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b9(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement. (c) In the event and to the extent that the exemption under Section 280G(b)(5)(B) of the Internal Revenue Code of 1986, as amended (the "Code") is not available to exclude the benefits of this Agreement from inclusion in any excess parachute excise tax calculation under Section 4999 of the Code, which results in any such excise tax liability being imposed upon the Management Stockholder Entities, the Company and the Management Stockholder Entities shall use their reasonable best efforts to cooperate to reduce or eliminate any such excise tax liability.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the applicable Management Stockholder Entities to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 6(b8(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b8(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and terms, (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessablenon-assessable and (iii) assuming the Management Stockholder’s representations in Section 2 are true and correct, the issuance of the RSUs and Options did not or does not, as applicable, violate any “blue sky” or other securities law of any jurisdiction or require the Company to file a registration statement with the SEC or apply to qualify any securities under the “blue sky” or other securities law of any jurisdiction. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 6(b)subsection, the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b) Subsection shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated herebyhereof, will be duly and validly issued, fully paid and nonassessable. (b) If the Company becomes subject shall have filed a registration statement pursuant to the reporting requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or engaged in a Public Offering, (i) the Company shall use reasonable efforts to register the Options and the Stock to be acquired on exercise thereof on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Options and Stock and (ii) the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Securities and Exchange Commission ("SEC") thereunder, to the extent required from time to time to enable the Management Stockholder Purchaser to sell shares of Stock without registration under the Exchange Securities Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule may be amended from time to time, or (B) any similar applicable rule or regulation hereafter adopted by of the SEC. Notwithstanding anything contained in this Section 6(b11(b), the Company may de-register deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be availablethereunder. Nothing in this Section 6(b11(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder Supplier (and confirms that such representations and warranties will be true as of each date that the Supplier ships Material to the Company) that: (a) the Company is a corporation, duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; (b) the Company is duly licensed or registered to carry on business in every jurisdiction in which such license or registration is required for purposes of this Agreement, except where the failure to be so licensed or registered, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement; (c) the Company has all required licenses under all Applicable Law necessary to engage in the contemplated activity, including without limitation the ability to engage in the purchase, sale and transportation of Material under the Act; (d) the Company has obtained all permits and/or licenses required by Applicable Laws to conduct its business generally and to exercise its rights and perform its obligations under this Agreement; (e) the Company all necessary corporate power and capacity to enter into this Agreement, grant the rights and licenses granted under this Agreement, and perform its obligations hereunder; (f) the execution of this Agreement by the Company’s representative whose signature is set forth at the end of this Agreement, and the delivery of this Agreement by the Company, have been duly authorized by all necessary corporate action on the part of the Company; (g) the execution, delivery and performance of this Agreement by the Company will not violate, conflict with, require consent under or result in any breach or default under (i) this Agreement has been duly authorizedany of the Company’s organizational documents (including its articles of incorporation and by-laws), (ii) any Applicable Law or (iii) with or without notice or lapse of time or both, the provisions of any material contract of the Company; (h) when executed and delivered by the Company and is the Supplier, this Agreement will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity; (iii) the Stock, when issued Company is in material compliance with all Applicable Laws relating to this Agreement and delivered in accordance the operation of its business; (j) it is not insolvent and is paying all of its debts as they become due; (k) all financial information that it has provided to the Supplier is true and accurate and fairly represents the Company’s financial condition; and (l) the Company accepts ownership and all risk of loss associated with the terms hereof and Material once the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable. (b) If Material is loaded onto the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Actfreight service provider, as such rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by per the SEC. Notwithstanding anything contained terms set out in this Section 6(b6(e), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated herebyhereof, will be duly and validly issued, fully paid and nonassessablenonasssessable. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the The Company will file the periodic reports required to be filed by it under the Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations adopted by the SEC thereunder, to the extent the Company is required from time to time file them under the Exchange Act, to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC, subject to the transfer restrictions set forth in Section 3. Notwithstanding anything contained in this Section 6(b9(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b9(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement. (c) Notwithstanding the foregoing, as soon as reasonably practicable after the occurrence of a Public Offering, the Company shall file and, thereafter, maintain (subject to the Company’s good faith determination to so maintain) a registration statement on Form S-8 and a Form S-3, as necessary with respect to the shares of Stock subject to this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Independent Director Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Independent Director Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 6(b8(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b8(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Director Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and terms, (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessablenonassessable and (iii) assuming the Director Stockholder’s representations in Section 2 are true and correct, the issuance of the Purchased Stock and Options does not violate any “blue sky” or other securities law of any jurisdiction or require the Company to file a registration statement with the SEC or apply to qualify any securities under the “blue sky” or other securities law of any jurisdiction. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Director Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 6(b8(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b8(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and terms, (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessablenonassessable and (iii) assuming the Management Stockholder's representations in Section 2 are true and correct, the issuance of the Purchased Stock and Options does not violate any "blue sky" or other securities law of any jurisdiction or require the Company to file a registration statement with the SEC or apply to qualify any securities under the "blue sky" or other securities law of any jurisdiction. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 6(b8(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b8(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

The Company’s Representations and Warranties. (a) a. The Company represents and warrants to the Management Stockholder Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the StockShares, when issued and delivered in accordance with the terms hereof and the other agreements contemplated herebyhereof, will be duly and validly issued, fully paid and nonassessable. (b) b. If the Company becomes subject shall have filed a registration statement pursuant to the reporting requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or engaged in a Public Offering, (i) the Company shall use reasonable efforts to register the Options and the Shares to be acquired on exercise thereof on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Options and Shares and (ii) the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Securities and Exchange Commission (“SEC”) thereunder, to the extent required from time to time to enable the Management Stockholder Purchaser to sell shares of Stock Shares without registration under the Exchange Securities Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule may be amended from time to time, or (B) any similar applicable rule or regulation hereafter adopted by of the SEC. Notwithstanding anything contained in this Section 6(b11(b), the Company may de-register deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be availablethereunder. Nothing in this Section 6(b11(b) shall be deemed to limit in any manner the restrictions on sales of Stock Shares contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 6(b8(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b8(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated herebyhereof, will be duly and validly issued, fully paid and nonassessable. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the The Company will file the reports required to be filed by it under the Act and the Securities Exchange Act of 1934, as amended and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC, subject to the transfer restrictions set forth in Section 3. Notwithstanding anything contained in this Section 6(b9(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b9(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement. (c) The affirmative vote of 75% or more of the issued and outstanding voting stock of the Company approving the arrangements set forth in this and other related agreements has been obtained prior to the execution and delivery of this Agreement, the Stock Option Agreement and the other agreements entered into in connection herewith and therewith in a manner that is consistent with the provisions of Section 280G(b)(5)(B) of the Internal Revenue Code of 1986, as amended (the "Code"). Notwithstanding the foregoing, in the event and to the extent that the exemption under Section 280G(b)(5)(B) of the Code is not available to exclude the benefits of this Agreement from inclusion in any excess parachute excise tax calculation under Section 4999 of the Code, which results in any such excise tax liability being imposed upon the Management Stockholder Entities, the Company and the Management Stockholder Entities shall use their reasonable best efforts to cooperate to reduce or eliminate any such excise tax liability.

The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Purchase Stock, the Old Option Stock and the New Option Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated herebyhereof, will be duly and validly issued, fully paid and nonassessable. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Actshall have consummated a Public Offering, the Company (i) will use reasonable efforts to register the Stock on a Form S-8 Registration Statement or any successor to Form S-8 to the extent such registration is then available with respect to such Stock and (ii) will file the reports required to be filed by it under the Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations adopted by the SEC thereunderthereunder (collectively, the "Exchange Act"), to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 6(b9(b), the Company may de-de- register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b9(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.