hereby agree as follows:
1.
Representations and Warranties of Each Shareholder.
Each Shareholder, severally (and not jointly), hereby represents and warrants to
Parent as follows:
(A)
DUE AUTHORIZATION AND ORGANIZATION. WITH RESPECT TO EACH SHAREHOLDER
THAT IS NOT A NATURAL PERSON, SUCH SHAREHOLDER IS DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF
INCORPORATION OR ORGANIZATION (AS APPLICABLE) AND WITH RESPECT TO EACH
SHAREHOLDER THAT IS A NATURAL PERSON, SUCH SHAREHOLDER HAS THE REQUISITE
CAPACITY TO ENTER INTO THIS AGREEMENT. SUCH SHAREHOLDER HAS ALL REQUISITE LEGAL
POWER (CORPORATE OR OTHER) AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT
AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY. THIS AGREEMENT HAS BEEN
DULY AUTHORIZED, EXECUTED AND DELIVERED BY SUCH SHAREHOLDER AND CONSTITUTES A
VALID AND BINDING OBLIGATION OF SUCH SHAREHOLDER ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS SUBJECT TO (I) BANKRUPTCY, INSOLVENCY, MORATORIUM AND OTHER SIMILAR
LAWS NOW OR HEREAFTER IN EFFECT RELATING TO OR AFFECTING CREDITORS' RIGHTS
GENERALLY, AND (II) GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER
CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY).
(B)
NO CONFLICTS. (I) NO FILING BY SUCH SHAREHOLDER WITH ANY GOVERNMENTAL
ENTITY, AND NO AUTHORIZATION, CONSENT OR APPROVAL OF ANY OTHER PERSON IS
NECESSARY FOR THE EXECUTION OF THIS AGREEMENT BY SUCH SHAREHOLDER OR THE
CONSUMMATION BY SUCH SHAREHOLDER OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
(II) NONE OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SUCH SHAREHOLDER,
THE CONSUMMATION BY SUCH SHAREHOLDER OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
COMPLIANCE BY SUCH SHAREHOLDER WITH ANY OF THE PROVISIONS HEREOF SHALL (A)
CONFLICT WITH OR RESULT IN ANY BREACH OF THE ORGANIZATIONAL DOCUMENTS OF SUCH
SHAREHOLDER (IF APPLICABLE), (B) RESULT IN, OR GIVE RISE TO, A VIOLATION OR
BREACH OF OR A DEFAULT UNDER (WITH OR WITHOUT NOTICE OR LAPSE OF TIME, OR BOTH)
ANY OF THE TERMS OF ANY MATERIAL CONTRACT, TRUST AGREEMENT, LOAN OR CREDIT
AGREEMENT, NOTE, BOND, MORTGAGE, INDENTURE, LEASE, PERMIT, UNDERSTANDING,
AGREEMENT OR OTHER INSTRUMENT OR OBLIGATION TO WHICH SUCH SHAREHOLDER IS A PARTY
OR BY WHICH SUCH SHAREHOLDER OR ANY OF ITS SUBJECT SHARES OR ASSETS MAY BE
BOUND, OR (C) VIOLATE ANY APPLICABLE ORDER, WRIT, INJUNCTION, DECREE, JUDGMENT,
STATUTE, RULE OR REGULATION, EXCEPT FOR ANY OF THE FOREGOING AS WOULD NOT
REASONABLY BE EXPECTED TO PREVENT SUCH SHAREHOLDER FROM PERFORMING ITS
OBLIGATIONS UNDER THIS AGREEMENT.
(C)
THE SUBJECT SHARES. SCHEDULE A SETS FORTH OPPOSITE SUCH SHAREHOLDER'S
NAME, THE NUMBER OF SUBJECT SHARES OVER WHICH SUCH SHAREHOLDER HAS RECORD OR
BENEFICIAL OWNERSHIP AS OF THE DATE HEREOF. AS OF THE DATE HEREOF, SUCH
SHAREHOLDER IS THE RECORD OR BENEFICIAL OWNER OF THE SUBJECT SHARES DENOTED AS
BEING OWNED BY SUCH SHAREHOLDER ON SCHEDULE A AND HAS THE SOLE POWER TO VOTE (OR
CAUSE TO
2
be voted) such Subject Shares. Except as set forth on such Schedule A, neither
such Shareholder nor any affiliate of such Shareholder owns or holds any right
to acquire any additional shares of any class of capital stock of the