ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to each of the Investors as
follows:
SECTION 2.01.
AUTHORITY RELATIVE TO THIS AGREEMENT. THE STOCKHOLDER HAS ALL
NECESSARY POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT, TO PERFORM
HIS OR ITS OBLIGATIONS HEREUNDER AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY. THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE STOCKHOLDER
AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE STOCKHOLDER,
ENFORCEABLE AGAINST THE STOCKHOLDER IN ACCORDANCE WITH ITS TERMS, EXCEPT (A) AS
SUCH ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, FRAUDULENT CONVEYANCE, MORATORIUM OR SIMILAR LAWS NOW OR
HEREAFTER IN EFFECT RELATING TO, OR AFFECTING GENERALLY THE ENFORCEMENT OF
CREDITORS' AND OTHER OBLIGEES' RIGHTS, (B) WHERE THE REMEDY OF SPECIFIC
PERFORMANCE OR OTHER FORMS OF EQUITABLE RELIEF MAY BE SUBJECT TO CERTAIN
EQUITABLE DEFENSES AND PRINCIPLES AND TO THE DISCRETION OF THE COURT BEFORE
WHICH THE PROCEEDING MAY BE BROUGHT, AND (C) WHERE RIGHTS TO INDEMNITY AND
CONTRIBUTION THEREUNDER MAY BE LIMITED BY APPLICABLE LAW AND PUBLIC POLICY.
SECTION 2.02.
NO CONFLICT. (A)
THE EXECUTION AND DELIVERY OF THIS
AGREEMENT BY THE STOCKHOLDER DOES NOT, AND THE PERFORMANCE OF THIS AGREEMENT BY
THE STOCKHOLDER SHALL NOT, (I) CONFLICT WITH OR VIOLATE ANY FEDERAL, STATE OR
LOCAL LAW, STATUTE, ORDINANCE, RULE, REGULATION, ORDER, JUDGMENT OR DECREE
APPLICABLE TO ANY STOCKHOLDER OR BY WHICH THE COMMON STOCK OR THE OTHER
SECURITIES OWNED BY THE STOCKHOLDER ARE BOUND OR AFFECTED OR (II) RESULT IN ANY
BREACH OF OR CONSTITUTE A DEFAULT (OR AN EVENT THAT WITH NOTICE OR LAPSE OF TIME
OR BOTH WOULD BECOME A DEFAULT) UNDER, OR GIVE TO OTHERS ANY RIGHTS OF
TERMINATION, AMENDMENT, ACCELERATION OR CANCELLATION OF, OR RESULT IN THE
CREATION OF A LIEN OR ENCUMBRANCE ON ANY OF THE COMMON STOCK OR THE OTHER
SECURITIES OWNED BY THE STOCKHOLDER PURSUANT TO, ANY NOTE, BOND, MORTGAGE,
INDENTURE, CONTRACT, AGREEMENT, LEASE, LICENSE, PERMIT, FRANCHISE OR OTHER
INSTRUMENT OR OBLIGATION TO WHICH THE STOCKHOLDER IS A PARTY OR BY WHICH THE
STOCKHOLDER OR THE COMMON STOCK OR OTHER SECURITIES OWNED BY THE STOCKHOLDER ARE
BOUND.
(B)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE STOCKHOLDER
DOES NOT, AND THE PERFORMANCE OF THIS AGREEMENT BY THE STOCKHOLDER SHALL NOT,
REQUIRE ANY CONSENT, APPROVAL, AUTHORIZATION OR PERMIT OF, OR FILING WITH OR
NOTIFICATION TO, ANY GOVERNMENTAL ENTITY BY THE STOCKHOLDER.
SECTION 2.03.
TITLE TO THE STOCK. AS OF THE DATE HEREOF, THE STOCKHOLDER IS
THE OWNER OF THE NUMBER OF SHARES OF COMMON STOCK SET FORTH OPPOSITE ITS NAME ON
APPENDIX A ATTACHED HERETO, ENTITLED TO VOTE, WITHOUT RESTRICTION, ON ALL
MATTERS BROUGHT BEFORE HOLDERS OF CAPITAL STOCK OF THE COMPANY, WHICH COMMON
STOCK REPRESENT ON THE DATE HEREOF THE PERCENTAGE OF THE OUTSTANDING STOCK AND
VOTING POWER OF THE COMPANY SET FORTH ON SUCH APPENDIX. SUCH COMMON STOCK ARE
ALL THE SECURITIES OF THE COMPANY OWNED, EITHER OF RECORD OR BENEFICIALLY, BY
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THE STOCKHOLDER. SUCH COMMON STOCK ARE