Common use of REPRESENTATIONS AND WARRANTIES OF PARENT Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder as follows: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by Parent and constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement nor the consummation by Parent of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder each Stockholder as follows: : (a) Parent is a corporation duly organized, validly existing has full legal right and in good standing under the laws of the State of Delaware, and Parent has all requisite corporate power and authority capacity to execute and deliver this Agreement Agreement, to perform Parent’s obligations hereunder and to consummate the transactions contemplated hereby, (b) this Agreement has been duly executed and has taken all necessary corporate action to authorize delivered by Parent and the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by Parent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent and no other company actions or proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (c) this Agreement constitutes the legal, valid and binding obligation agreement of Parent, enforceable against Parent in accordance with its terms, except (i) as limited by applicable subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and other moratorium, reorganization or similar laws affecting the rights of general application affecting enforcement of creditors' rights creditors generally and (ii) the availability of the remedy equitable remedies (regardless of specific performance whether such enforceability is considered in a proceeding in law or injunctive or other forms of equitable relief may be subject to equitable defenses equity) and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) Neither the execution and delivery of this Agreement nor by Parent does not, and the consummation by Parent of the transactions contemplated hereby and the compliance with the provisions hereof will result in a violation not, conflict with or violate any Laws or agreement binding upon Parent, nor require any authorization, consent or approval of, or a default under, or conflict filing with, any contractGovernmental Entity, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation except in each case for filings with the Securities and Exchange Commission by Parent of the transactions contemplated hereby will or as would not violate, impact such Parent’s ability to perform or require comply with its obligations under this Agreement in any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover lawsmaterial respect.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder each Stockholder as follows: : (a) Parent is a corporation duly organized, validly existing has full legal right and in good standing under the laws of the State of Delaware, and Parent has all requisite corporate power and authority capacity to execute and deliver this Agreement Agreement, to perform Parent’s obligations hereunder and to consummate the transactions contemplated hereby, (b) this Agreement has been duly executed and has taken all necessary corporate action to authorize delivered by Parent and the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by Parent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of Parent and no other company actions or proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (c) this Agreement constitutes the legal, valid and binding obligation agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforceability (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Laws affecting enforcement of or relating to creditors' ’ rights generally generally; and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be is subject to equitable defenses general principles of equity, and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) Neither the execution and delivery of this Agreement nor by Parent does not, and the consummation by Parent of the transactions contemplated hereby and the compliance with the provisions hereof will result in a violation not, conflict with or violate any Laws or agreement binding upon Parent, nor require any authorization, consent or approval of, or a default under, or conflict filing with, any contractGovernmental Authority, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation except in each case for filings with the Securities and Exchange Commission (the “SEC”) by Parent of the transactions contemplated hereby will or as would not violate, impact Parent’s ability to perform or require comply with its obligations under this Agreement in any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover lawsmaterial respect.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder as followsCompany that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, Delaware and Parent has all requisite corporate power and authority required to execute and deliver enter into this Agreement and to consummate carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent and no action of Parent's stockholders are necessary to authorize this Agreement or any of the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of ; this Agreement. (b) This Agreement has been duly authorized, and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery hereof by the Company and the receipt of all required governmental approvals, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) as 5 6 may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting the enforcement of creditors' rights generally generally, and (ii) except that the availability of the remedy of equitable remedies, including specific performance or injunctive or other forms of equitable relief performance, may be subject to equitable defenses and would be subject to the discretion of the any court before which any proceeding therefor may be brought.; (c) Neither the execution and delivery of this Agreement nor by Parent do not, and the consummation by Parent of the transactions contemplated hereby will not, violate, conflict with, or result in a violation the breach of any provision of, or constitute a default (with or without notice or a lapse of time, or both) under, or conflict withresult in any Violation by Parent or any of its subsidiaries, pursuant to (i) any contractprovision of the Certificate of Incorporation or Bylaws of Parent, trust, commitment, agreement, understanding, arrangement (ii) any Material Contract of Parent or restriction any of any kind its subsidiaries or to which Parent any of them is a party or by which any of them or any of their properties or assets are bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or its properties or assets, which Violation, in the case of each of clauses (ii) or (iii), would have a Material Adverse Effect on Parent; (d) the execution and delivery of this Agreement by Parent does not, and (except for any necessary filing the expiration or early termination of the waiting period under the HSR Act and except as contemplated by Sections 10(e), (f) and (j)) the performance of this Agreement by Parent and the consummation of the transactions contemplated hereby will not, require any consent, approval, order, authorization or state takeover lawspermit of, filing with, or notification to any Governmental Entity; (e) any shares of Company Common Stock acquired by Parent upon exercise of the Company Option will be acquired for Parent's own account, for investment purposes only and will not be, and the Company Option is not being, acquired by Parent with a view to the public distribution thereof, in violation of any applicable provision of the Securities Act; and (f) Parent is, and at the time of any exercise of the Company Option will be, an "accredited investor" as defined in Regulation D promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to each Shareholder that as of the Shareholder date hereof and as followsof the Closing: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, Cayman Islands and Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) perform its obligations hereunder. This Agreement has been duly authorized, and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Shareholders, constitutes the a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application or similar Laws affecting enforcement of creditors' ’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law); (b) Except for the applicable requirements described in Section 4.05(b) of the Merger Agreement, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the availability of the remedy of specific execution, delivery or performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby will hereby, nor compliance by Parent with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent, (B) result in a any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or conflict withgive to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on such property or asset of Parent pursuant to, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind Contract to which Parent is a party or bound. The consummation by which Parent or any of the transactions contemplated hereby will not violateits property or asset is bound or affected, or require (C) violate any consentorder, approvalwrit, or notice under, any provision of any judgment, orderinjunction, decree, statute, law, rule or regulation applicable to ParentParent or any of its properties or assets; and (c) At Closing, except for any necessary filing the Parent Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the HSR Act or state takeover lawsterms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Encumbrances, other than restrictions arising under applicable securities Laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder each Stockholder as follows: : (a) Parent is a corporation duly organized, validly existing has full legal right and in good standing under the laws of the State of Delaware, and Parent has all requisite corporate power and authority capacity to execute and deliver this Agreement Agreement, to perform Parent’s obligations hereunder and to consummate the transactions contemplated hereby, (b) this Agreement has been duly executed and has taken all necessary corporate action to authorize delivered by Parent and the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by Parent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of Parent and no other company actions or proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (c) this Agreement constitutes the legal, valid and binding obligation agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforceability (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Laws affecting enforcement of or relating to creditors' ’ rights generally generally; and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be is subject to equitable defenses general principles of equity, and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) Neither the execution and delivery of this Agreement nor by Parent does not, and the consummation by Parent of the transactions contemplated hereby and the compliance with the provisions hereof will result in a violation not, conflict with or violate any Laws or agreement binding upon Parent, nor require any authorization, consent or approval of, or a default under, or conflict filing with, any contractGovernmental Authority, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation except in each case for filings with the Securities and Exchange Commission by Parent of the transactions contemplated hereby will or as would not violate, impact Parent’s ability to perform or require comply with its obligations under this Agreement in any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover lawsmaterial respect.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder Stockholder as follows: (a) Parent is a corporation has been duly organized, is validly existing and in good standing as a public limited company organized under the laws of England and Wales. The execution and delivery by Parent of this Agreement, the State performance by Parent of Delawareits obligations hereunder, and Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the consummation of the transactions contemplated hereby, hereby have been duly and has taken validly authorized by all necessary corporate action to authorize on the execution, delivery and performance part of this AgreementParent. (b) This Agreement has been duly authorized, executed and delivered by Parent and constitutes the legal, a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) as the enforceability thereof may be limited by applicable bankruptcy, liquidation, receivership, conservatorship, insolvency, reorganizationfraudulent conveyance, moratorium and or other similar laws affecting the rights of general application affecting enforcement of creditors' rights creditors generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of by general equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtprinciples. (c) Neither the execution and delivery by Parent of this Agreement Agreement, the performance by Parent of its obligations hereunder, nor the consummation by Parent of the transactions contemplated hereby hereby, will (i) constitute a breach of or result in a violation ofdefault, or event that with notice or lapse of time or both would become a default under(or give rise to any rights of termination, cancellation or acceleration, or conflict withunilateral rights to amend, or any contractright to acquire any securities or assets, trustor any loss of benefit), commitmentunder any of the terms, agreement, understanding, arrangement conditions or restriction provisions of any kind Contract to which Parent is a party or by which Parent or its properties or assets is bound. The consummation by ; (ii) violate any Law applicable to Parent; or (iii) result in the creation or imposition of any Encumbrance on Parent’s properties or assets, except for any of the foregoing as would not and would not reasonably be expected to, individually or in the aggregate, materially impair the ability of Parent of to perform its obligations hereunder or to consummate the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover lawson a timely basis.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder as followsCompany that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Parent has all requisite necessary corporate power and authority to execute and deliver this Amendment and, subject to the terms and conditions of this Amendment and the Merger Agreement and obtaining the necessary approvals of Parent's stockholders, to perform its obligations hereunder and under the Merger Agreement and to consummate the Merger and the other transactions contemplated hereby, by this Amendment and has taken the Merger Agreement; (b) the execution and delivery of this Amendment by Parent and the consummation by Parent of the Merger and the other transactions contemplated by this Amendment and the Merger Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent are necessary to authorize this Amendment or to consummate the executionMerger and the other transactions contemplated by this Amendment and the Merger Agreement (other than, delivery with respect to the Merger, the approval of the Parent Proposal by a majority of the outstanding shares of Parent Common Stock, and performance the filing and recordation of appropriate merger documents as required by Delaware Law and subject to the terms and conditions of this Agreement. Amendment); and (bc) This Agreement this Amendment has been duly authorized, and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other laws of general application affecting enforcement of similar Laws now or hereafter in effect relating to creditors' rights generally and by general equitable principles (ii) the availability regardless of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement nor the consummation by Parent of the transactions contemplated hereby will result whether enforceability is considered in a violation of, proceeding in equity or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover lawsat Law).

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to Ambrx and Merger Sub as of the Shareholder date hereof as follows: (a) Parent is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware, and Parent has all requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ▇▇▇▇▇▇ and the consummation of the transactions contemplated hereby by Parent have been duly and validly authorized by the board of directors of Parent and the stockholder of Parent, and has taken all no other corporate proceedings on the part of Parent are necessary corporate action to authorize the execution, execution and delivery and performance of this AgreementAgreement or to consummate the transactions contemplated hereby. (b) This Agreement has been been, duly authorized, and validly executed and delivered by Parent ▇▇▇▇▇▇ and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) as to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent conveyance, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors' ’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (ii) the availability of including the remedy of specific performance or injunctive or other forms of equitable relief may be performance) are subject to, as to equitable defenses and would be subject to enforceability, the discretion of the court before from which any proceeding therefor such relief may be broughtsought and general principles of equity. (c) Neither the execution and delivery of this Agreement nor the consummation by Parent of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to to, and agrees with, the Shareholder Stockholders on the date hereof and at and as of the Closing as follows: (a) Organization; Authorization. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, Delaware and Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyMerger Agreement and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Merger Agreement and the performance by Parent of its covenants and agreements under this Agreement and the Merger Agreement have been duly and validly authorized by the board of directors of Parent, and has taken all no other corporate proceedings on the part of Parent (including, without limitation, any stockholder vote or approval) are necessary corporate action to authorize the execution, delivery and performance of this Agreement and the Merger Agreement or the consummation of the transactions contemplated hereby and thereby, except as contemplated by the Merger Agreement. (b) . This Agreement has and the Merger Agreement have been duly authorized, executed and delivered by Parent and constitutes constitute the legal, valid and binding obligation agreement of Parent, enforceable against Parent in accordance with its their terms, except that (i) as limited by applicable such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent transfer or other laws of general application affecting enforcement of laws, now or hereafter in effect relating to or limiting creditors' rights generally and (ii) the availability of the remedy of specific performance or and injunctive or and other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement nor the consummation by Parent of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder Stockholder as follows: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Parent has all requisite necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the perform its obligations hereunder. The execution, delivery and performance of this Agreement. (b) Agreement by Parent have been duly and validly authorized by all necessary corporate action on the part of Parent. This Agreement has been duly authorized, and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by Stockholder, constitutes the a legal, valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms, except (i) as limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and other laws of general application or similar Laws affecting enforcement of creditors' ’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion effect of the court before which any general principles of equity (regardless of whether considered in a proceeding therefor may be broughtat law or in equity). (cb) Neither the The execution and delivery of this Agreement nor the consummation by Parent does not, and the performance of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation this Agreement by Parent of the transactions contemplated hereby will not violatenot, or (i) require any consent, approval, authorization or notice underpermit of, or filing with or notification to, any provision Governmental Authority, or (ii) conflict with or violate any Law, except for restrictions of general applicability under the Securities Act or any judgment, order, decree, statute, law, rule or regulation state “blue sky” laws applicable to Parent, except except, with respect to clause (ii), for any necessary filing under such conflicts, violations or other occurrences that would not, or would not reasonably be expected to, prevent or materially impair or delay the HSR Act ability of Parent to perform its obligations hereunder. (c) Nothing contained in this Agreement has caused or state takeover lawsshall cause Parent to acquire ownership of any of the Securities.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the each Shareholder as follows: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and (i) Parent has all requisite corporate full legal right, power and authority capacity to execute and deliver this Agreement Agreement, to perform Parent’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) this Agreement has been duly executed and has taken all necessary corporate action to authorize delivered by Parent and the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by Parent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent and no other company actions or proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the legal, valid and binding obligation agreement of Parent, enforceable against Parent in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.Bankruptcy and Equity Exceptions; and (cb) Neither the execution and delivery of this Agreement nor by Parent does not, and the consummation by Parent of the transactions contemplated hereby and the compliance with the provisions hereof will result in a violation not, conflict with or violate any applicable Law or agreement binding upon Parent, nor require any authorization, consent or approval of, or a default under, or conflict filing with, any contractGovernmental Authority, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation except in each case for filings with the SEC by Parent of the transactions contemplated hereby will or as would not violate, impact such Parent’s ability to perform or require comply with its obligations under this Agreement in any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover lawsmaterial respect.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder as followsCompany that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Parent has all requisite necessary corporate power and authority to execute and deliver this Amendment and, subject to the terms and conditions of this Amendment and the Merger Agreement and obtaining the necessary approvals of Parent's stockholders, to perform its obligations hereunder and under the Merger Agreement and to consummate the Merger and the other transactions contemplated hereby, by this Amendment and has taken the Merger Agreement; (b) the execution and delivery of this Amendment by Parent and the consummation by Parent of the Merger and the other transactions contemplated by this Amendment and the Merger Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent are necessary to authorize this Amendment or to consummate the executionMerger and the other transactions contemplated by this Amendment and the Merger Agreement (other than, delivery with respect to the Merger, the approval of the Parent Proposal by a majority of the shares of Parent Common Stock present and performance entitled to vote at the Parent Stockholders' Meeting, and the filing and recordation of appropriate merger documents as required by Delaware Law and subject to the terms and conditions of this Agreement. Amendment); and (bc) This Agreement this Amendment has been duly authorized, and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other laws of general application affecting enforcement of similar Laws now or hereafter in effect relating to creditors' rights generally and by general equitable principles (ii) the availability regardless of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement nor the consummation by Parent of the transactions contemplated hereby will result whether enforceability is considered in a violation of, proceeding in equity or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover lawsat Law).

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder Buyer as follows: (a) Parent is a corporation corporation, duly organizedformed, validly existing and in good standing under the laws Laws of the State of Delaware, and Kansas. (b) Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate perform all obligations to be performed by it hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and has taken validly authorized and approved by all necessary requisite corporate action to authorize on the execution, delivery and performance part of this Agreement. (b) Parent. This Agreement has been duly authorized, and validly executed and delivered by Parent Parent, and this Agreement constitutes the legal, a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application similar Laws affecting enforcement of creditors' ’ rights generally and (ii) the availability subject, as to enforceability, to general principles of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtequity. (c) Neither Except as would not reasonably be expected to have a material adverse effect on the ability of Parent to enter into and perform its obligations under this Agreement, the execution and delivery of this Agreement nor the consummation by Parent and the performance of the transactions contemplated hereby will result in a violation its obligations hereunder by Parent do not and shall not: (a) violate any Law applicable to Parent or require any filing with, consent, approval or authorization of, or a default under, or conflict withnotice to, any contractGovernmental Authority, trust, commitment, agreement, understanding, arrangement (b) violate any Organizational Document of Parent or restriction of (c) breach any kind material Contract to which Parent is a party or by which Parent may be bound. The consummation by Parent of , result in the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision termination of any judgmentsuch material Contract, orderresult in the creation of any Lien upon any of its assets or constitute an event which, decreeafter notice or lapse of time or both, statutewould result in any such breach, law, rule termination or regulation applicable to Parent, except for creation of a Lien upon any necessary filing under the HSR Act or state takeover lawsof its assets.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to Stockholder and the Shareholder Company as follows: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and : Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, . The execution and has taken delivery by Parent of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action to authorize on the execution, delivery and performance part of this Agreement. (b) This Agreement Parent. Parent has been duly authorized, executed and delivered by Parent this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application applicability affecting the enforcement of creditors' rights generally and (iib) the availability application of the remedy general principles of specific performance equity, whether such enforceability is considered in a proceeding in equity or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the at law. The execution and delivery by Parent of this Agreement nor do not, and the consummation by Parent of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in a any violation of, or a default (with or without notice or lapse of time, or both) under, or conflict withgive rise to a right of termination, any contract, trust, commitment, agreement, understanding, arrangement cancellation or restriction acceleration of any kind obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Parent under (i) the certificate of incorporation or bylaws of Parent, (ii) any provision of any Contract to which Parent is a party or bound. The consummation by which any properties or assets of Parent are bound or (iii) subject to the reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby will not violate, or require any consent, approval, or notice underhereby, any provision of any judgment, order, decree, statute, law, rule Judgment or regulation Law applicable to Parent or the properties or assets of Parent, except for any necessary filing under the HSR Act or state takeover laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder as follows: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each Stockholder that Parent has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent, and has taken the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action to authorize on the execution, delivery and performance part of this Agreement. (b) Parent. This Agreement has been duly authorized, executed and delivered by Parent and constitutes the legal, a valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms, except (i) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting enforcement of creditors' ’ rights generally and by general principles of equity (ii) the availability regardless of the remedy of specific performance whether considered in a proceeding in equity or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) at law). Neither the execution and delivery of this Agreement Agreement, nor the consummation by Parent of the transactions contemplated hereby hereby, nor compliance with the terms hereof will violate, conflict with or result in a violation breach of, or constitute a default under(with or without notice or lapse of time or both) under any provision of, the certificate of incorporation or conflict withby-laws of Parent, any contract, trust, commitment, trust agreement, understandingloan or credit agreement, arrangement note, bond, mortgage, indenture, lease or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violateother agreement, or require any consentinstrument, approvalpermit, or notice underconcession, any provision of any franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Parent or to Parent, except for any necessary filing under the HSR Act ’s property or state takeover lawsassets.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder as follows: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each Stockholder that Parent has all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent, and has taken the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action to authorize on the execution, delivery and performance part of this Agreement. (b) Parent. This Agreement has been duly authorized, executed and delivered by Parent and constitutes the legal, a valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms, except that such enforceability (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting or relating to the enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be is subject to equitable defenses and would be subject to the discretion general principles of the court before which any proceeding therefor may be brought. (c) Neither the equity. The execution and delivery of this Agreement nor does not, and the consummation by Parent of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in a any violation of, or a default under, (with or conflict withwithout notice or lapse of time or both) under any provision of, any contract, trust, commitment, trust agreement, understandingloan or credit agreement, arrangement note, bond, mortgage, indenture, lease or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violateother agreement, or require any consentinstrument, approvalpermit, or notice underconcession, any provision of any franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Parent or to Parent's property or assets the effect of which, except for in any necessary filing under case, would be material and adverse to the HSR Act ability of Parent to consummate the transactions contemplated hereby or state takeover lawsto comply with the terms hereof.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the each Shareholder as follows: (ai) Parent is a corporation duly organizedhas full legal right, validly existing and in good standing under the laws of the State of Delaware, and Parent has all requisite corporate power and authority capacity to execute and deliver this Agreement Agreement, to perform Parent’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) this Agreement has been duly executed and has taken all necessary corporate action to authorize delivered by Parent and the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by Parent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent and no other company actions or proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the legal, valid and binding obligation agreement of Parent, enforceable against Parent in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.Bankruptcy and Equity Exceptions; and (cb) Neither the execution and delivery of this Agreement nor by Parent does not, and the consummation by Parent of the transactions contemplated hereby and the compliance with the provisions hereof will result in a violation not, conflict with or violate any applicable Law or agreement binding upon Parent, nor require any authorization, consent or approval of, or a default under, or conflict filing with, any contractGovernmental Authority, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation except in each case for filings with the SEC by Parent of the transactions contemplated hereby will or as would not violate, impact such Parent’s ability to perform or require comply with its obligations under this Agreement in any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover lawsmaterial respect.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder as follows: Sponsor that (a) Parent it is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware, jurisdiction in which it is formed and Parent has all requisite corporate or similar power and authority to execute execute, deliver and deliver perform this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize letter agreement; (b) the execution, delivery and performance of this Agreement. letter agreement have been duly authorized by all necessary action on Parent’s part and do not contravene any provision of Parent’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on Parent or its assets; (bc) This Agreement all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by Parent have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; and (d) this letter agreement has been duly authorized, and validly executed and delivered by Parent and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by the respective parties hereto and thereto, other than Parent) constitutes the a legal, valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtBankruptcy and Equity Exception. (c) Neither the execution and delivery of this Agreement nor the consummation by Parent of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Company and the Shareholder as follows: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and . (b) Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate perform its obligations hereunder. The execution and delivery of this Agreement and the transactions contemplated hereby, performance by Parent of its obligations hereunder have been duly and has taken validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance of this Agreement. (b) . This Agreement has been duly authorized, and validly executed and delivered by Parent P▇▇▇▇▇ and, assuming due authorization, execution and delivery by the Shareholder and the Company, constitutes the legal, a valid and legally binding obligation of Parent, enforceable against Parent it in accordance with its termsterms and conditions, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions. (c) Neither The execution and delivery of this Agreement will not conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or automatic loss of any benefit under, (i) any provision of the Organizational Documents of the Parent, (ii) any Contract material to the business of the Parent, or (iii) any applicable Law. No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Parent in connection with the execution and delivery of this Agreement nor the consummation by Parent Agreement. (d) As of the transactions contemplated hereby will result in a violation ofdate hereof, or a default underthere are no Proceedings pending or, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction to the knowledge of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for threatened in writing against Parent or any necessary filing of its Affiliates that would restrict, prohibit, materially delay or impair the ability of Parent to perform its obligations under the HSR Act or state takeover lawsthis Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder as followsCompany that: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, Delaware and Parent has all requisite the corporate power and authority to execute and deliver enter into this Agreement and to consummate carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or any of the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.; (bc) This this Agreement has been duly authorized, executed and delivered by Parent and constitutes the legal, a valid and binding obligation of Parent, and, assuming this Agreement constitutes a valid and binding obligation of the Company, is enforceable against Parent in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy and other laws affecting the rights and remedies of general application affecting enforcement of creditors' rights creditors generally and (ii) the availability general principles of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.equity; (cd) Neither the execution and delivery of this Agreement nor the consummation by Parent does not, and the performance of the transactions contemplated hereby this Agreement by Parent will not, result in a violation ofany Violation pursuant to, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, (A) any provision of the Certificate of Incorporation or By-laws of Parent, (B) any provisions of any mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise, or license or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or its properties or assets, which Violation, in the case of each of clauses (B) and (C), would have a material adverse effect on Parent, except for any necessary filing under the HSR Act or state takeover laws.;

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Company and the Shareholder as follows: (a) Parent is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and . (b) Parent has all requisite corporate partnership power and authority to execute and deliver this Agreement and to consummate perform its obligations hereunder. The execution and delivery of this Agreement and the transactions contemplated herebyperformance by Parent of its obligations hereunder have been duly and validly authorized by all necessary partnership action, and has taken all no other partnership proceedings on the part of Parent are necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) . This Agreement has been duly authorized, and validly executed and delivered by Parent P▇▇▇▇▇ and, assuming due authorization, execution and delivery by the Shareholder and the Company, constitutes the legal, a valid and legally binding obligation of Parent, enforceable against Parent it in accordance with its termsterms and conditions, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions. (c) Neither The execution and delivery of this Agreement will not conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or automatic loss of any benefit under, (i) any provision of the Organizational Documents of the Parent, (ii) any Contract material to the business of the Parent, or (iii) any applicable Law. No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Parent in connection with the execution and delivery of this Agreement nor the consummation by Parent Agreement. (d) As of the transactions contemplated hereby will result in a violation ofdate hereof, or a default underthere are no Proceedings pending or, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction to the knowledge of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for threatened in writing against Parent or any necessary filing of its Affiliates that would restrict, prohibit, materially delay or impair the ability of Parent to perform its obligations under the HSR Act or state takeover lawsthis Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder as follows: Company that (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, California and Parent has all requisite the corporate power and authority to execute and deliver enter into this Agreement and to consummate carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or any of the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of ; (c) this Agreement. (b) This Agreement has been duly authorized, executed and delivered by Parent and constitutes the legal, a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy and other laws affecting the rights and remedies of general application affecting enforcement of creditors' rights creditors generally and general principles of equity; (iid) the availability except as described in Section 3.3 of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither Reorganization Agreement, the execution and delivery of this Agreement nor the consummation by Parent does not, and the performance of the transactions contemplated hereby this Agreement by Parent will not, result in a violation ofany Violation pursuant to, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, (A) any provision of the Articles of Incorporation or By-laws of Parent, (B) any provisions of any material mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise, or license or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or its properties or assets, which Violation, in the case of each of clauses (B) and (C), would have a Material Adverse Effect on Parent; (e) except as described in Section 3.3 of the Reorganization Agreement and Section 3(i) of this Agreement, and except for any necessary filing as may be required under the HSR Act or state takeover laws.the

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder as follows: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate consum mate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by Parent and constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement nor the consummation by Parent of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder as follows: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (bd) This Agreement has been duly authorized, executed and delivered by Parent and constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement nor the consummation by Parent of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover laws.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder as follows: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Parent has all requisite corporate power power, capacity and authority to execute enter into this Agreement and deliver this the Merger Agreement and to consummate the transactions contemplated hereby, hereby and has taken thereby. The execution and delivery of this Agreement and the Merger Agreement by Parent and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action to authorize action, if any, on the execution, delivery and performance part of this Agreement. (b) Parent. This Agreement has and the Merger Agreement have been duly authorized, executed and delivered by Parent and, assuming the due authorization, execution and constitutes delivery of this Agreement and the legalMerger Agreement by the other parties hereto and thereto, constitute valid and binding obligation obligations of Parent, enforceable against Parent in accordance with its their terms, except (i) as limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors' ’ rights and remedies generally and (ii) the availability to general principles of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtequity. (cb) Neither the The execution and delivery of this Agreement nor and the Merger Agreement do not, and the consummation by Parent of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in a breach or violation of, of or a default (with or without notice or lapse of time or both) under, or conflict withrequire notice to or the consent of any person under, any contract, trust, commitment, agreement, understandinglaw, arrangement rule, regulation, judgment, order or restriction of any kind to decree by which Parent is a party bound, except for such conflicts, breaches, violations or bound. The defaults that would not, individually or in the aggregate, prevent or materially delay consummation by Parent of the Merger and the transactions contemplated hereby will not violate, by the Merger Agreement or require any consent, approval, otherwise prevent or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent, except for any necessary filing materially delay Parent from performing its obligations under the HSR Act or state takeover lawsMerger Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to the Shareholder as followsInvestor that: (a) Parent it is a corporation duly organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware, its organization and Parent has all requisite corporate or similar power and authority to execute execute, deliver and deliver perform this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize letter agreement; (b) the execution, delivery and performance of this Agreement.letter agreement by Parent have been duly authorized by all necessary corporate action on the part of Parent and do not contravene any provision of its organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on Investor or its assets; (bc) This Agreement has all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity or any other Person necessary for the due execution, delivery and performance of this letter agreement by it have been obtained or made and all conditions thereof have been duly authorizedcomplied with, executed and delivered no other action by, and no notice to or filing with, any Governmental Entity or any other Person is required in connection with the execution, delivery or performance of this letter agreement; (d) there is no Action pending against it, or, to its knowledge, threatened against it, that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by Parent it of its obligations under this letter agreement; and (e) assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, this letter agreement constitutes the a legal, valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms, except (i) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application or similar Laws affecting enforcement of creditors' ’ rights generally and by general principles of equity (ii) the availability regardless of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement nor the consummation by Parent of the transactions contemplated hereby will result whether considered in a violation of, proceeding in equity or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, at law, rule or regulation applicable to Parent, except for any necessary filing under the HSR Act or state takeover laws).

REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby ---------------------------------------- represents and warrants to Bank, as of the Shareholder as followsdate hereof: (a) Parent is a corporation Delaware corporation, duly organized, and validly existing and in good standing under the laws of the State of Delaware, Delaware and Parent has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyexecute, deliver, and has taken all necessary corporate action to authorize perform its obligations under this Agreement; the execution, delivery delivery, and performance of this Agreement. (b) This Agreement has have been duly authorized, executed and delivered by Parent are not in conflict with and constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which do not violate any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement nor the consummation by Parent of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Parent is a party or bound. The consummation by Parent of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule law or regulation applicable to Parent, except or the terms of the charter or bylaws of Parent and will not result in a breach of or constitute a default under or require any consent under any indenture, loan, or agreement to which Parent is a party; (b) All approvals, authorizations, licensees, registrations, consents, and other actions by, and notices to, and filings with, any person that may be required in connection with the execution, delivery, and performance of this Agreement by Parent, have been obtained; (c) There is no material claim nor any material litigation, proceeding, arbitration, investigation, or controversy pending to which Parent is a party, that would adversely affect this Agreement; no such claim, litigation, proceeding arbitration, investigation, or controversy has, to Parent’s knowledge, been threatened or is contemplated; to Parent’s knowledge, no facts exist which would provide a basis for any necessary filing under the HSR Act such claim, litigation, proceeding, arbitration, investigation, or state takeover lawscontroversy; and Parent is not subject to any agreement with any regulatory authority with respect to its operations adversely affecting this Agreement. (d) Parent is not insolvent,