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SECTION 3. REPRESENTATIONS
AND WARRANTIES OF THE BUYER.
In connection
with the transactions provided for hereby, the Buyer represents and warrants, as of the Closing, to the Seller as follows:
3.1. Existence;
Power and Authority; No Conflicts.
(a)
The Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of
Delaware and has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate
the Transaction.
(b)
The execution and delivery of this Agreement by the Buyer and the consummation by the Buyer of the Transaction do not and will
not constitute or result in a breach, violation or default under, except as would not have an adverse effect on the ability of
the Buyer to consummate the Transaction, (i) any agreement to which the Buyer is a party, (ii) the Buyer’s organizational
documents, (iii) any law, rule or regulation to which the Buyer is subject, or (iv) any decree, order or directive of any court,
administrative or regulatory body or governmental authority to which the Buyer is subject. The Buyer further represents and warrants
that there is no action, suit, proceeding or investigation pending or, to the Buyer’s knowledge, currently threatened that
challenges the validity of this Agreement or the right of the Buyer to enter into this Agreement or to consummate the Transaction.
3.2 Authorization;
Enforceability.
(a)
This Agreement has been duly authorized by all necessary limited liability company action on the part of the Buyer.
(b)
This Agreement has been duly executed and delivered by the Buyer and constitutes a legal,
valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting
enforcement of creditors’ rights generally and general principles of equity.
Section
4. Standstill.
4.1 Standstill.
(a) The
Seller agrees that, for a period of two (2) years from the date of this Agreement or until such earlier time as the restrictions
in this Section 4 terminate as provided in Section 4.1(c) of this Agreement (the “Standstill Period”), unless
specifically consented to in writing by the Buyer, neither the Seller nor any of its subsidiaries or other affiliates (nor any
other person acting on behalf of or in concert with the Seller or any of its subsidiaries or other affiliates) will, in any manner,
directly or indirectly:
(i)
effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause, or
participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether
publicly or otherwise) to effect or participate in: (a) any acquisition of any securities (or beneficial ownership thereof),
or rights or options to acquire any securities (or beneficial ownership thereof), or any indebtedness or businesses, or
assets of, the Company or any of its subsidiaries; (b) any tender or exchange offer, merger, consolidation, acquisition,
disposition or other business combination involving the Company or any of its subsidiaries or assets; (c) any
recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or
any of its subsidiaries; or (d) any “solicitation” of “proxies” (as such terms are used in the proxy
rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its
subsidiaries, any solicitation of shareholders of the Company for the approval of any shareholder proposals, or any advising
or influencing of any person with respect to the voting of any voting securities of the Company or any of its subsidiaries; provided,
that the foregoing shall not restrict Seller from tendering shares, receiving payment for shares or otherwise participating
in any such transaction on the same basis as other shareholders of the Company or any of
its subsidiaries or from participating in any such transaction that has been approved by the Board, subject to the other
terms of this Agreement;
