Representations and Warranties of FrontFour. FrontFour represents and warrants to the Company that (a) each of FrontFour’s authorized signatories named on the signature page of this Agreement has the power and authority to execute and deliver this Agreement and any other documents or agreements to be entered into in connection with this Agreement, (b) this Agreement has been duly and validly authorized, executed and delivered by each FrontFour Member, constitutes a valid, binding obligation of each FrontFour Member and is enforceable against each FrontFour Member in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions, (c) the execution of this Agreement, the consummation of any of the transactions contemplated by the Agreement and the fulfillment of the terms of this Agreement, in each case in accordance with the terms of this Agreement, will not conflict with or result in a breach or violation of the organizational documents of any FrontFour Member as in effect on the Effective Date, (d) the execution, delivery and performance of this Agreement by each FrontFour Member does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such FrontFour Member or (ii) result in any breach or violation of or constitute a default (or any event that with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such FrontFour Member is a party or by which it is bound, (e) as of the Effective Date, FrontFour is deemed to beneficially own in the aggregate 1,785,606 shares of Common Stock, and (f) except as disclosed in its Schedule 13D filed with the SEC on January 9, 2015, as amended on January 28, 2015, as of the Effective Date, FrontFour does not have, or have any right to acquire, any interest in any other securities of the Company (or any rights, options or other securities convertible into, exercisable or exchangeable for such securities or any obligations measured by the price or value of any securities of the Company or any of its Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, in each case (i) whether or not convertibl...
