Common use of Representations of Stockholders Clause in Contracts

Representations of Stockholders. Each Stockholder represents and warrants to the Company that: (a) Such Stockholder, if not an individual, is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Such Stockholder, if an individual, is a resident of the state of the address set forth for such Stockholder in Section 14. (b) As of the date hereof, such Stockholder is, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will be, a beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act) of, and such Stockholder has, and will have, good and valid title to, the Stockholder’s Shares with no restrictions on the Stockholder’s rights of disposition pertaining thereto other than any restrictions under applicable securities laws. The Stockholder beneficially owns, all of such Stockholder’s Shares free and clear of all liens and encumbrances. Other than as provided in this Agreement, such Stockholder has, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will have, with respect to such Shares, either (i) the sole power, directly or indirectly, to vote and dispose of such Subject Shares or (ii) the shared power together with one or more other Stockholders, directly or indirectly, to vote and dispose of such Shares, and to issue instructions pertaining to such Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will have, the complete and exclusive power, individually or together with one or more other Stockholders, to, directly or indirectly (i) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 3 hereof and (ii) agree to all matters set forth in this Agreement. (c) None of the Shares are held in an account that would allow a third party to lend out such Shares on any securities lending market or otherwise. The number of shares of Company Capital Stock and Options set forth on Annex A opposite the name of such Stockholder are the only shares of Company Capital Stock or Options or other Company securities beneficially owned by such Stockholder as of the date of this Agreement. Other than the Shares and any shares of Company Capital Stock underlying the Options (the number of which is set forth opposite the name of such Stockholder on Annex A under the heading “Shares Subject to Options”), as of the date hereof such Stockholder does not own any shares of Company Capital Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. (d) Except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the voting of any of the Shares and there are no voting trusts or voting agreements with respect to the Shares. There are no agreements or arrangements of any kind, contingent or otherwise, to which such Stockholder is a party obligating such Stockholder to Transfer or cause to be Transferred to any Person any of such Stockholder’s Shares. No Person other than a Stockholder has any contractual or other right or obligation to purchase or otherwise acquire any of such Stockholder’s Shares. (e) The Stockholder has full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below)). (f) This Agreement has been duly executed and delivered by Stockholder and constitutes a valid and legally binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). If such Stockholder is married and any of the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Stockholder’s spouse, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (g) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or law applicable to Stockholder or to Stockholder’s property or assets. (h) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement, other than securities filings to be made by the Company in order to comply with its obligations under applicable securities law.

Representations of Stockholders. Each Stockholder represents The Stockholders represent and warrants to the Company thatwarrant as follows: (a) Such Stockholder, if not an individual, is duly organized and validly existing and in good standing under they are the laws sole owners of the jurisdiction shares appearing of its organization. Such Stockholderrecord in their names; such shares are free from claims, if an individualliens, is a resident of or other encumbrances; and they have the state of the address set forth for unqualified right to transfer such Stockholder in Section 14shares. (b) As The shares constitute validly issued shares of the date hereofXyros, such Stockholder is, fully paid and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will be, a beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act) of, and such Stockholder has, and will have, good and valid title to, the Stockholder’s Shares with no restrictions on the Stockholder’s rights of disposition pertaining thereto other than any restrictions under applicable securities laws. The Stockholder beneficially owns, all of such Stockholder’s Shares free and clear of all liens and encumbrances. Other than as provided in this Agreement, such Stockholder has, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will have, with respect to such Shares, either (i) the sole power, directly or indirectly, to vote and dispose of such Subject Shares or (ii) the shared power together with one or more other Stockholders, directly or indirectly, to vote and dispose of such Shares, and to issue instructions pertaining to such Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will have, the complete and exclusive power, individually or together with one or more other Stockholders, to, directly or indirectly (i) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 3 hereof and (ii) agree to all matters set forth in this Agreementnonassessable. (c) None The financial statements of Xyros, which are dated as of February 28, 1999, and which are attached to this Agreement, are true and complete statements of the Shares are held in an account that would allow a third party to lend out such Shares on any securities lending market or otherwise. The number financial condition of shares of Company Capital Stock and Options set forth on Annex A opposite the name of such Stockholder are the only shares of Company Capital Stock or Options or other Company securities beneficially owned by such Stockholder Xyros as of the date of this Agreementclosing; there are no substantial liabilities, either fixed or contingent, not reflected in such financial statements other than contracts or obligations in the usual course of business; and no such contracts or obligations in the usual course of business are liens or other liabilities which, if disclosed, would alter substantially the financial condition of Xyros as reflected in such financial statements. Other than There are no material adverse changes to the Shares and any shares financial condition of Company Capital Stock underlying the Options (the number of which is set forth opposite the name of such Stockholder on Annex A under the heading “Shares Subject to Options”), as of Xyros from the date hereof such Stockholder does not own any shares financial statements were provided to View Systems to the date of Company Capital Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Companyclosing. (d) Except pursuant heretoSince February 6, there are no optionshave not been, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating and prior to the voting closing date there will not be, any material changes in the financial position of any Xyros, except changes arising in the ordinary course of the Shares and there are no voting trusts or voting agreements with respect to the Shares. There are no agreements or arrangements of any kind, contingent or otherwise, to which such Stockholder is a party obligating such Stockholder to Transfer or cause to be Transferred to any Person any of such Stockholder’s Shares. No Person other than a Stockholder has any contractual or other right or obligation to purchase or otherwise acquire any of such Stockholder’s Sharesbusiness. (e) The Stockholder has full power and authority and legal capacity Xyros is not involved in any pending litigation or governmental investigation or proceeding not reflected in such financial statements or otherwise disclosed in writing to enter intoView Systems and, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below))knowledge of Xyros or the Stockholders, no litigation or governmental investigation or proceeding is threatened against Xyros. (f) This Agreement has been duly executed and delivered by Stockholder and constitutes Xyros is in good standing as a valid and legally binding obligation Maryland corporation, current with all tax obligations, including the payment of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). If such Stockholder is married and any of the Shares constitute community personal property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Stockholder’s spouse, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)taxes. (g) None The inventory list of Xyros, as of February 25, 1999, which will be delivered to View Systems, is a true and complete list of all inventory of Xyros as of that date, including all work-in-process units and all sub-assemblies on hand, subject only to insubstantial adjustments for inventory purchased and sold from that date to the execution and delivery date of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or law applicable to Stockholder or to Stockholder’s property or assetsclosing. (h) No consentThe equipment and furniture list of Xyros, approval or authorization ofas of February 19, or designation1999, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder which is required in connection with the valid execution and delivery of attached to this Agreement, other than securities filings is a true and complete list of all equipment and furniture of Xyros as of that date. There have been no material adjustments to be made by the Company personal property of Xyros from the date of such list to the date of closing. (i) The list of contractual agreements, including all reseller, distribution and OEM agreements, of Xyros, as of February 19, 1999, which is attached to this Agreement, is a true and complete list of all contractual agreements of Xyros as of that date. There have been no material adjustments to the list from the date of such list to the date of closing. (j) The loan obligation of Xyros to Columbia Bank is not in order to comply with its obligations under applicable securities lawdefault and this Agreement shall not cause a default in the any loan agreements between Xyros and Columbia Bank.

Representations of Stockholders. Each Stockholder of the Stockholders severally represents and warrants as to the Company himself, herself or itself that: (a) Such such Stockholder is the beneficial owner with the sole power to vote that number of Company securities as set forth opposite such Stockholder's name on Exhibit A attached hereto (in each case, such "Stockholder's Securities" and collectively, the "Securities") in favor of the issuance of shares of Company capital stock upon conversion of the Notes; and (b) such Stockholder does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any Company securities other than such Stockholder's Securities, and any shares of Company stock which such Stockholder has the right to obtain upon the exercise of employee stock options outstanding on the date hereof; (c) such Stockholder has good and valid title to such Stockholder's Securities free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Securities (other than restrictions on transfer under applicable Federal and state securities laws); (d) if not an individualsuch Stockholder is a corporation, partnership or other similar business entity, such Stockholder is a duly organized and validly existing and corporation, partnership or other similar business entity, as the case may be, in good standing under the laws of the its jurisdiction of its organization. Such Stockholder, if an individual, is a resident of the state of the address set forth for such Stockholder in Section 14. (b) As of the date hereof, such Stockholder is, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will be, a beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act) of, and such Stockholder has, and will have, good and valid title to, the Stockholder’s Shares with no restrictions on the Stockholder’s rights of disposition pertaining thereto other than any restrictions under applicable securities laws. The Stockholder beneficially owns, all of such Stockholder’s Shares free and clear of all liens and encumbrances. Other than as provided in this Agreement, such Stockholder has, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will have, with respect to such Shares, either (i) the sole power, directly or indirectly, to vote and dispose of such Subject Shares or (ii) the shared power together with one or more other Stockholders, directly or indirectly, to vote and dispose of such Shares, and to issue instructions pertaining to such Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will have, the complete and exclusive power, individually or together with one or more other Stockholders, to, directly or indirectly (i) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 3 hereof and (ii) agree to all matters set forth in this Agreement. (c) None of the Shares are held in an account that would allow a third party to lend out such Shares on any securities lending market or otherwise. The number of shares of Company Capital Stock and Options set forth on Annex A opposite the name of such Stockholder are the only shares of Company Capital Stock or Options or other Company securities beneficially owned by such Stockholder as of the date of this Agreement. Other than the Shares and any shares of Company Capital Stock underlying the Options (the number of which is set forth opposite the name of such Stockholder on Annex A under the heading “Shares Subject to Options”), as of the date hereof such Stockholder does not own any shares of Company Capital Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. (d) Except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the voting of any of the Shares and there are no voting trusts or voting agreements with respect to the Shares. There are no agreements or arrangements of any kind, contingent or otherwise, to which such Stockholder is a party obligating such Stockholder to Transfer or cause to be Transferred to any Person any of such Stockholder’s Shares. No Person other than a Stockholder has any contractual or other right or obligation to purchase or otherwise acquire any of such Stockholder’s Shares.; (e) The such Stockholder has full all requisite power and authority and legal capacity has taken all action necessary in order to enter intoexecute, execute deliver and deliver perform its obligations under this Agreement and to perform fully Stockholder’s obligations hereunder (including take all actions required and to consummate all of the proxy described in Section 3(b) below)). (f) transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Stockholder and constitutes is a valid and legally binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the effects of except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Legal Requirements relating to or affecting creditors’ rights generally laws and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). If ; (f) other than the filings required pursuant to applicable Federal and state securities laws, no notices, reports or other filings are required to be made by such Stockholder is married and with, nor are any of the Shares constitute community property consents, registrations, approvals, permits or spousal approval is otherwise necessary for this Agreement authorizations required to be legalobtained by such Stockholder from, binding and enforceableany Governmental Authority, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Stockholder’s spouse, enforceable in accordance connection with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (g) None of the execution and delivery of this Agreement by such Stockholder, the performance of its obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby; (g) the execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict with not, constitute or result in in: (A) if the Stockholder is a breachcorporation, partnership or other similar business entity, a breach or violation of, or constitute a default under, the certificate or by-laws or the comparable governing instruments of such Stockholder or (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets or any Company Securities of such Stockholder (with or without notice of notice, lapse of time or both) under any provision ofpursuant to, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or law applicable to Contract (as defined below) binding upon such Stockholder or any Law or governmental or non-governmental permit or license to Stockholder’s property which such Stockholder is subject or assets.by which such Stockholder or its assets are bound; (h) No consent, approval or authorization ofsuch Stockholder will take all necessary action to ensure that such Stockholder's Securities will at all times during the term of this Agreement be held by such Stockholder, or designationby a nominee or custodian for the account of such Stockholder, declaration free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or filing withvoting of such Stockholder's Securities or any Company Securities issuable upon exercise, any Governmental Entity conversion or exchange of such Securities; and there are no outstanding options, warrants or rights to purchase or acquire, or other Person on agreements relating to, such Securities, as the part of case may be, other than this Agreement; and (i) such Stockholder is required understands and acknowledges that MidMark and the Company are each entering into the Note Purchase Agreement in connection with the valid reliance upon such Stockholder's execution and delivery of this Agreement, other than securities filings to ; and the representations and warranties of each Stockholder contained herein are for the benefit of MidMark and its permitted assigns and shall be deemed made by as of the date hereof and as of each date from the date hereof through and including the earlier of the date that the approval of the Stockholders of the Company for the issuance of Company capital stock upon conversion of the Notes is obtained or this Agreement is terminated in order to comply accordance with its obligations under applicable securities lawterms.

Representations of Stockholders. Each Stockholder represents and warrants to the Company thatwith respect to himself, herself or itself, as applicable, as follows: (a) Such Stockholder, if not an individual, is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Such Stockholder, if an individual, is a resident of the state of the address set forth for such (i) Stockholder in Section 14. (b) As of the date hereof, such Stockholder is, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will be, a beneficial owner owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) of, and such Stockholder has, and will have, good and valid title to, the Stockholder’s Shares with no restrictions on the Stockholder’s rights of disposition pertaining thereto other than any restrictions under applicable securities laws. The Stockholder beneficially owns, all of such Stockholder’s the Original Shares free and clear of all liens and encumbrances. Other than as provided in this AgreementEncumbrances, such Stockholder has, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will have, with respect to such Shares, either (i) the sole power, directly or indirectly, to vote and dispose of such Subject Shares or (ii) the shared power together with one or more other Stockholders, directly or indirectly, to vote and dispose of such Shares, and to issue instructions pertaining to such Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will have, the complete and exclusive power, individually or together with one or more other Stockholders, to, directly or indirectly (i) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 3 hereof and (ii) agree to all matters set forth in this Agreement. (c) None of the Shares are held in an account that would allow a third party to lend out such Shares on any securities lending market or otherwise. The number of shares of Company Capital Stock and Options set forth on Annex A opposite the name of such Stockholder are the only shares of Company Capital Stock or Options or other Company securities beneficially owned by such Stockholder as of the date of this Agreement. Other than the Shares and any shares of Company Capital Stock underlying the Options (the number of which is set forth opposite the name of such Stockholder on Annex A under the heading “Shares Subject to Options”), as of the date hereof such Stockholder does not own any shares of Company Capital Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. (d) Except except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition, or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Shares. There are no agreements or arrangements of any kind, contingent or otherwise, to which such Stockholder is a party obligating such Stockholder to Transfer or cause to be Transferred to any Person any of such Stockholder’s Shares. No Person other than a Stockholder has any contractual or other right or obligation to purchase or otherwise acquire any of such Stockholder’s Original Shares. (eb) The Stockholder does not beneficially own any shares of Parent Common Stock other than (i) the Original Shares, (ii) Parent Options, (iii) Parent Warrants, (iv) Parent RSUs, and (v) any other rights to acquire any additional shares of Parent Common Stock or any security exercisable for or convertible into shares of Parent Common Stock, set forth on the signature page of this Agreement. (c) Stockholder has full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below)). (f) . This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and legally binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). If such Stockholder is married and any of the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such of Stockholder’s spouse, enforceable against Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (gd) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or law Legal Requirement applicable to Stockholder or to Stockholder’s property or assets. (he) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Body or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder is an individual, no consent of Stockholder’s spouse is necessary under any “community property” or other than securities filings to be made by the Company Legal Requirement in order for Stockholder to comply with enter into and perform its obligations under applicable securities lawthis Agreement.

Representations of Stockholders. Each Stockholder of the Stockholders severally represents and warrants as to the Company thathimself or herself that such Stockholder: (a) Such Stockholder, if not an individual, is duly organized and validly existing and the holder in good standing under the laws of the jurisdiction of its organization. Such Stockholder, if an individual, is a resident of the state of the address capacity set forth for on Exhibit A hereto of that number of shares of Company Common Stock set forth opposite such Stockholder in Section 14.Stockholder's name on Exhibit A (such Stockholder's "Shares"); (b) As of the date hereof, such Stockholder is, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will be, a beneficial owner does not beneficially own (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "1934 Act")) ofany shares of Company Common Stock other than his or her Shares, and but excluding any shares of Company Common Stock which such Stockholder has, 2 has the right to obtain upon the exercise of stock options and will have, good and valid title to, upon the Stockholder’s Shares with no restrictions conversion of Convertible Notes (as defined in the Merger Agreement) outstanding on the Stockholder’s rights date hereof except, in the case of disposition pertaining thereto other than any restrictions under applicable securities laws. The Stockholder beneficially owns, all of such Stockholder’s Mr. ▇▇▇▇▇▇ ▇▇▇ Shares free and clear of all liens and encumbrances. Other than as provided in this Agreement, such Stockholder has, and (except with respect subject to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will have, with respect to such Shares, either (i) the sole power, directly or indirectly, to vote and dispose of such Subject Shares or (ii) the shared power together with one or more other Stockholders, directly or indirectly, to vote and dispose of such Shares, and to issue instructions pertaining to such Shares with respect an option granted prior to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect date hereof to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will have, the complete and exclusive power, individually or together with one or more other Stockholders, to, directly or indirectly (i) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 3 hereof and (ii) agree to all matters set forth in this Agreement.a third party; (c) None of has the Shares are held in an account that would allow a third party to lend out such Shares on any securities lending market or otherwise. The number of shares of Company Capital Stock and Options set forth on Annex A opposite the name of such Stockholder are the only shares of Company Capital Stock or Options or other Company securities beneficially owned by such Stockholder as of the date of this Agreement. Other than the Shares and any shares of Company Capital Stock underlying the Options (the number of which is set forth opposite the name of such Stockholder on Annex A under the heading “Shares Subject to Options”)right, as of the date hereof such Stockholder does not own any shares of Company Capital Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. (d) Except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the voting of any of the Shares and there are no voting trusts or voting agreements with respect to the Shares. There are no agreements or arrangements of any kind, contingent or otherwise, to which such Stockholder is a party obligating such Stockholder to Transfer or cause to be Transferred to any Person any of such Stockholder’s Shares. No Person other than a Stockholder has any contractual or other right or obligation to purchase or otherwise acquire any of such Stockholder’s Shares. (e) The Stockholder has full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder’s his obligations hereunder (including the proxy described in Section 3(b) below)). (f) This under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). If such Stockholder is married and any of the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Stockholder’s spouse, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Legal Requirements laws of general applicability relating to or affecting creditors’ ' rights generally and to general equitable principles (whether considered in a proceeding in equity or at law). (g) None of the execution principles; and such execution, delivery and performance by Shareholder of this Agreement by Stockholderwill not (i) conflict with, the consummation by Stockholder of the transactions contemplated hereby require a consent, waiver or compliance by Stockholder with any of the provisions hereof will conflict with approval under, or result in a breachbreach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction decree or statute, or constitute a default (with any rule or without notice of lapse of time or both) under any provision ofregulation, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or law applicable to Stockholder or to any of the properties or assets of Stockholder’s property ; or assets. (hiii) No consent, approval or authorization result in the creation of, or designation, declaration or filing withimpose any obligation on such Stockholder to create, any Governmental Entity lien, charge or other Person on encumbrance of any nature whatsoever upon the part of Stockholder is required in connection with Shares; and (d) the valid execution Shares are now and delivery will at all times during the term of this AgreementAgreement be held by such Stockholder, or by a nominee or custodian for the account of such Stockholder, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Shares; and there are no outstanding options, warrants or rights to purchase or acquire, or other agreements relating to, such Shares other than securities filings to this Agreement. The representations and warranties contained herein shall be made by as of the Company in order to comply with its obligations under applicable securities law.date hereof and as of each date from the date