THE
COMPANY IS A PARTY OR BY WHICH IT IS BOUND; OR (III) RESULT IN OR CONSTITUTE A
CHANGE IN CONTROL FOR PURPOSES OF ANY OF THE COMPANY'S EXISTING SEVERANCE,
COMPENSATION OR CHANGE IN CONTROL AGREEMENTS AND ARRANGEMENTS.
5.
REPRESENTATIONS AND WARRANTIES OF THE ENGAGED GROUP.
EACH MEMBER OF THE
ENGAGED GROUP REPRESENTS AND WARRANTS TO THE COMPANY THAT:
(A) THE AUTHORIZED
SIGNATORY OF SUCH MEMBER OF THE ENGAGED GROUP SET FORTH ON THE SIGNATURE PAGE
HERETO HAS THE POWER AND AUTHORITY TO EXECUTE THIS AGREEMENT AND TO BIND IT
THERETO; (B) THIS AGREEMENT HAS BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED AND
DELIVERED BY SUCH MEMBER OF THE ENGAGED GROUP, CONSTITUTES A VALID AND BINDING
OBLIGATION AND AGREEMENT OF SUCH MEMBER OF THE ENGAGED GROUP AND IS ENFORCEABLE
AGAINST SUCH MEMBER OF THE ENGAGED GROUP IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
ENFORCEMENT THEREOF MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, FRAUDULENT CONVEYANCE OR SIMILAR LAWS GENERALLY
AFFECTING THE RIGHTS OF CREDITORS AND SUBJECT TO GENERAL EQUITY PRINCIPLES; (C)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SUCH MEMBER OF THE
ENGAGED GROUP DO NOT AND WILL NOT (I) VIOLATE OR CONFLICT WITH ANY LAW, RULE,
REGULATION, ORDER, JUDGMENT OR DECREE APPLICABLE TO SUCH MEMBER OF THE ENGAGED
GROUP; (II) REQUIRE THE APPROVAL OF ANY OWNER OR HOLDER OF ANY EQUITY INTEREST
OF SUCH PERSON, AS APPLICABLE; OR (III) RESULT IN ANY BREACH OR VIOLATION OF OR
CONSTITUTE A DEFAULT (OR AN EVENT THAT WITH NOTICE OR LAPSE OF TIME OR BOTH
COULD CONSTITUTE SUCH A BREACH, VIOLATION OR DEFAULT) UNDER OR PURSUANT TO, OR
RESULT IN THE LOSS OF A MATERIAL BENEFIT UNDER, OR GIVE ANY RIGHT OF
TERMINATION, AMENDMENT, ACCELERATION OR CANCELLATION OF, ANY ORGANIZATIONAL
DOCUMENT, AGREEMENT, CONTRACT, COMMITMENT, UNDERSTANDING OR ARRANGEMENT TO WHICH
SUCH MEMBER OF THE ENGAGED GROUP IS A PARTY OR BY WHICH IT IS BOUND; AND (D) AS
OF THE DATE OF THIS AGREEMENT, (I) THE ENGAGED GROUP BENEFICIALLY OWNS IN THE
AGGREGATE 2,428,221 SHARES OF COMMON STOCK AND (II) THE ENGAGED GROUP DOES NOT
CURRENTLY HAVE, AND DOES NOT CURRENTLY HAVE ANY RIGHT TO ACQUIRE, ANY INTEREST
IN ANY OTHER SECURITIES OF THE COMPANY OR DERIVATIVE OR EQUITY-LINKED POSITIONS
THEREIN.
6.
PRESS RELEASE.
NEITHER THE COMPANY (AND THE COMPANY SHALL CAUSE EACH OF ITS
AFFILIATES, DIRECTORS AND OFFICERS NOT TO) NOR ANY MEMBER OF THE ENGAGED GROUP
SHALL MAKE OR CAUSE TO BE MADE ANY PUBLIC ANNOUNCEMENT, DISCLOSURE OR STATEMENT
WITH RESPECT TO THIS AGREEMENT OR THE ACTIONS CONTEMPLATED HEREBY, EXCEPT AS
REQUIRED BY LAW OR THE RULES OF ANY STOCK EXCHANGE OR WITH THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY.
THE COMPANY SHALL HAVE AN OPPORTUNITY TO REVIEW AND
COMMENT UPON ANY PROPOSED SCHEDULE 13D FILING MADE BY ANY MEMBER OF THE ENGAGED
GROUP WITH RESPECT TO THIS AGREEMENT PRIOR TO FILING, AND SUCH MEMBER OF THE
ENGAGED GROUP SHALL CONSIDER IN GOOD FAITH ANY CHANGES PROPOSED BY THE COMPANY.
THE ENGAGED GROUP SHALL HAVE AN OPPORTUNITY TO