Common use of Representations, Warranties and Covenants of Investors Clause in Contracts

Representations, Warranties and Covenants of Investors. 2.1 Representations, Warranties and Covenants of Each Investor. Each of ---------------------------------------------------------- the Investors severally represents and warrants to, and covenants and agrees with, the Company that: (a) Such Investor has full legal right, power and authority (including the due authorization by all necessary corporate action) to enter into this Agreement and to perform such Investor's obligations hereunder without the need for the consent of any other person; and this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with the terms hereof. (b) In the case of BRS and any Additional Investor, the Securities have been acquired by such Investor for investment, and not with a view to any distribution thereof that would violate the Securities Act of 1933, as amended (the "Securities Act"), or the applicable state securities laws of any state; and such Investor will not distribute the Securities in violation of the Securities Act or the applicable securities laws of any state. (c) Such Investor understands that the Securities have not been registered under the Securities Act or the securities laws of any state and must be held indefinitely unless subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration becomes or is available. (d) Such Investor is financially able to hold the Securities for long-term investment, believes that the nature and amount of the Securities being purchased are consistent with such Investor's overall investment program and financial position, and recognizes that there are substantial risks involved in the purchase of the Securities. (e) Such Investor confirms that (i) such Investor is familiar with the business of the Company and its subsidiaries, (ii) such Investor has had the opportunity to ask questions of the officers and directors of the Company and to obtain (and that such Investor has received to its satisfaction) such information about the business and financial condition of the Company and its subsidiaries as it has reasonably requested, and (iii) such Investor, either alone or with such Investor's representative (as defined in Rule 501(h) promulgated under the Securities Act), if any, has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of the prospective investment in the Securities.

Representations, Warranties and Covenants of Investors. 2.1 RepresentationsInvestors represent, Warranties warrant and Covenants of Each Investor. Each of ---------------------------------------------------------- the Investors severally represents and warrants to, and covenants and agrees with, covenant to the Company thatas follows: (a) Such Investor has full legal right, power Investors are acquiring the Shares for their own accounts and authority (including the due authorization by all necessary corporate action) to enter into this Agreement and to perform such Investor's obligations hereunder without the need for the consent of any other person; and this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with the terms hereof. (b) In the case of BRS and any Additional Investor, the Securities have been acquired by such Investor for investment, investment and not with a view to any the distribution thereof that would violate within the Securities Act of 1933, as amended (the "Securities Act"), or the applicable state securities laws of any state; and such Investor will not distribute the Securities in violation meaning of the Securities Act or the applicable securities laws of any stateAct. (b) Investors are “accredited investors” as such term is defined in Regulation D. (c) Such Investor understands Investors acknowledge that the Securities Shares have not been registered under the Securities Act Act, will be restricted securities and may not be resold, pledged or the securities laws of any state and must be held indefinitely unless subsequently registered otherwise transferred by Investors prior to June 12, 2015, except (i) pursuant to an effective registration statement under the Securities Act and Act, (ii) pursuant to an available exemption from, or in a transaction not subject to, the Securities Act; or (iii) pursuant to Rule 144 under the Securities Act. Restrictive legends shall be placed on all certificates representing any applicable state securities laws or unless an exemption from such registration becomes or is availableShares, substantially as follows: NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY BE MADE PRIOR TO JUNE 12, 2015 EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT; OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. (d) Such Each Investor is financially able has the power and authority to hold enter into this Agreement. This Agreement, its execution and the Securities for long-term investment, believes performance by each Investor of its obligations hereunder have been duly authorized by all necessary action on the part of each Investor. Each Investor represents and warrants that the nature execution, delivery and amount performance of the Securities being purchased are consistent Agreement do not violate or conflict with such Investor's overall investment program (i) any law applicable to it, (ii) any provision of its constitutional documents, if applicable and financial position, and recognizes that there are substantial risks involved in the purchase (iii) any order or judgment of the Securitiesany court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets. (e) Such Each Investor confirms that agrees that, unless specifically requested in writing in advance by the Company’s board of directors, it will not at any time prior to the expiration of a two-year “standstill” period following the Closing Date (“Restricted Period”) (and it will not at any time during the Restricted Period assist or encourage others to): (i) such Investor is familiar acquire or agree, offer, seek or propose to acquire (or directly or indirectly request permission to do so), directly or indirectly, alone or in concert with any other person, by purchase or otherwise, any ownership, including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the business Securities Exchange Act of 1934, as amended (“Exchange Act”), of any of the assets, businesses or securities of the Company and its subsidiariesor any rights or options to acquire such ownership (including from any third party); except that the restrictions of this subparagraph (i) shall not apply to (A) any options or shares received as compensation for the Investor’s service as a director of the Company, (B) any shares received pursuant to the Investor’s exercise of an option awarded to him as compensation for his service as a director of the Company or (C) open market purchases of Common Stock by Investors at prevailing market prices, provided that at no time during the Restricted Period shall any Investor’s beneficial ownership of shares of Common Stock, excluding any options, restricted stock units or other rights to acquire Common Stock that Investors may hold as reflected on Schedule B, exceed 10% of the outstanding shares of Common Stock as reported in the Company’s most recent SEC filing preceding any such purchases; (ii) solicit proxies (as such Investor has had terms are defined in Rule l4a-l under the opportunity Exchange Act), whether or not such solicitation is exempt under Rule 14a-2 under the Exchange Act, with respect to ask questions any matter from holders of any shares of Common Stock or any securities convertible into or exchangeable for or exercisable (whether currently or upon the officers and directors occurrence of any contingency) for the Company and to obtain (and that such Investor has received to its satisfactionpurchase of Common Stock, or make any communication exempted from the definition of solicitation by Rule 14a-1(1)(2)(iv) such information about under the business and financial condition of the Company and its subsidiaries as it has reasonably requested, and Exchange Act; (iii) such Investorinitiate, either alone or with such Investor's representative induce or attempt to induce any other person, entity or group (as defined in Rule 501(hSection 13(d)(3) promulgated under of the Securities Exchange Act) to initiate, any stockholder proposal or tender offer for any securities of the Company, any change of control of the Company, or the convening of a stockholders’ meeting of the Company; (iv) request the Company (or its directors, officers, employees or agents), if anydirectly or indirectly, has such knowledge and experience in financial and business matters that such Investor is capable to amend or waive any provision of evaluating the merits and risks this paragraph (e); (v) take any action inconsistent with any of the prospective investment foregoing subparagraphs (i) through (iv); or (vi) take any action with respect to any of the matters described in this paragraph (e) that requires public disclosure. (f) Each Investor agrees to either file or amend an existing Statement of Beneficial Ownership on Schedule 13D or 13G, whichever is applicable, with the SecuritiesSEC within five days of the Closing Date.