Common use of Representations and Warranties of the Investors Clause in Contracts

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a 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 Investor is a party or by which it is bound.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, owns only the number of shares of Common Stock as described opposite its name on Exhibit A, A and Exhibit A includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwiserecord, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, hereof and (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a 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, understanding or arrangement to which such Investor member is a party or by which it is bound.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, owns only the number of shares of Common Stock as described opposite its name on Exhibit A, A and Exhibit A includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwiserecord, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, hereof and (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a 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, understanding or arrangement to which such Investor member is a party or by which it is bound, (e) the responses to the questionnaire titled “Director Nominee Questionnaire in connection with the 2010 Annual Meeting of Stockholders” delivered to the Company by the Investor Director are true and correct in all material respects, at the date of this Agreement and at the date of nomination and upon commencement of his term in office and (f) such Investor is not party to any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, whether by means of derivatives or otherwise, by such Investor, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Company by, including but not limited to “short” positions in shares of common stock, “long” puts, “short” calls, “short” forward or swap positions, manage the risk of share price changes for, or increase or decrease the voting power of, such Investor with respect to the shares of any class or series of the Company, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Company (“Short Interests”); provided that, such Short Interests shall not include “long” in-the-money put option positions with respect to any shares of Common Stock maintained by 3 Rivers Activist Partners, L.P. (“3 Rivers”) and Gladius Investors, L.P. (“Gladius”) as of the date hereof, or any such positions acquired or established by 3 Rivers and Gladius after the date hereof solely with respect to any additional shares of Common Stock acquired by 3 Rivers and Gladius and only in the amount representing a ratio, of such long in-the-money put option positions to newly acquired shares, being lesser or equal to the current ratio of such put option positions maintained by 3 Rivers and Gladius to the shares of common stock owned by 3 Rivers and Gladius as of the date hereof.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally Investor represents and warrants to the Company severally and not jointly that (a) as the authorized signatory of the date hereof, such Investor beneficially owns, directly set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, agreements to be entered into in connection with this Agreement and Exhibit A includes all Affiliates and Associates of any to bind such Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes assuming due execution by each counterparty hereto, is a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, terms except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute execution of this Agreement on behalf Agreement, the consummation of itself any of the transactions contemplated hereby, and the applicable Investor associated with that signatory’s name, and to bind such Investor to fulfillment of the terms hereof, (d) in each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of this Agreement the organizational documents of such Investor as currently in effect, and (ed) the execution, delivery and performance of this Agreement by such Investor does not and will not (i) violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to itsuch Investor, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become would constitute such 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, understanding or arrangement to which such Investor is a party or by which it is bound.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, jointly and severally represents and warrants to the Company that (aa)(i) as of the date hereofof this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, Schedule A to this Agreement and Exhibit A each such schedule includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has Investors have any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreements, contracts agreements or instruments in any way related to otherwise; (a)(ii) the price other persons and entities listed on Schedule A hereto are all of the Affiliates of Legion that beneficially own, directly or indirectly, shares of Common Stock (other than a broad-based market basket or index), or otherwise, Stock; (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, ; (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, of this Agreement; (d) each of the Investors shall use its commercially reasonable efforts to cause each of its respective Affiliates and Associates Related Persons to comply with the terms of this Agreement Agreement, and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a 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, understanding or arrangement to which such Investor member is a party or by which it is bound. Each Investor represents and warrants that it has no voting commitments (written or oral) with Xx. Xxxxxxxxx as of the date hereof and agrees that it shall not compensate or otherwise incentivize Xx. Xxxxxxxxx (or any Replacement) for his involvement in the Company or serving on the Board or enter into voting commitments, (written or oral) relating to the Company with any director or officer of the Company. Each Investor further represents and warrants that it does not have, directly or indirectly, any agreements, arrangements or understandings with any person (other than their own Investor Group Representatives) with respect to its investment in the Company, any potential transaction involving the Company, or the acquisition, voting or disposition of any securities of the Company, except as otherwise disclosed publicly in the Investor Group’s Schedule 13D, as amended from time to time. The Investors represent and warrant that no member of the Investor Group has any control or influence over any compensation or other monetary payments to be received by Xx. Xxxxxxxxx (or any Replacement) in connection with his service as a director of the Company and that none of the Investors are aware of any facts or circumstances that will prevent Xx. Xxxxxxxxx (or any Replacement) from exercising independent judgment with respect to any matter involving the Company or items that may come before the Board or any of its committees.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, jointly and severally represents and warrants to the Company that (aa)(i) as of the date hereofof this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit Schedules A, -C to this Agreement and Exhibit A each such schedule includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has Investors have any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreements, contracts agreements or instruments in any way related to otherwise; (a)(ii) the price other persons and entities listed on Schedule A hereto are all of the Affiliates of Legion that beneficially own, directly or indirectly, shares of Common Stock (Stock; the other than a broad-based market basket persons and entities listed on Schedule B hereto are all of the Affiliates of Macellum that beneficially own, directly or index)indirectly, shares of Common Stock; and the other persons and entities listed on Schedule C hereto are all of the Affiliates of Ancora that beneficially own, directly or otherwiseindirectly, (bshares of Common Stock;(b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, ; (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, of this Agreement; (d) each of the Investors shall use its commercially reasonable efforts to cause each of its respective Affiliates and Associates Related Persons to comply with the terms of this Agreement Agreement, and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a 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, understanding or arrangement to which such Investor member is a party or by which it is bound. Each Investor represents and warrants that it has no voting commitments (written or oral) with any of the New Directors as of the date hereof and agrees that it shall not compensate or otherwise incentivize any New Director for their involvement in the Company or serving on the Board or enter into voting commitments, (written or oral) relating to the Company with any director or officer of the Company. Each Investor further represents and warrants that it does not have, directly or indirectly, any agreements, arrangements or understandings with any person (other than their own Representatives) with respect to its investment in the Company, the selection or identification of any CEO or other officer position for the Company, any potential transaction involving the Company, or the acquisition, voting or disposition of any securities of the Company, except as otherwise disclosed publicly in the Investor Group’s Schedule 13D or preliminary proxy statement filed with the SEC prior to the date hereof. The Investors represent and warrant that no member of the Investor Group has any control or influence over any compensation or other monetary payments to be received by any of the New Directors in connection with their service as a director of the Company and that none of the Investors are aware of any facts or circumstances that will prevent any New Director from exercising independent judgment with respect to any matter involving the Company or items that may come before the Board or any of its committees. The Investors represent and warrant that the information previously provided to the Company, including with respect to Macellum Home Fund, LP, is true, accurate and complete in all material respects. The Investors will not unnecessarily delay, prohibit or interfere with any request by any New Director who is an Additional LMA Group Member to exit or withdraw from the Macellum Home Fund, except as otherwise provided for under the limited partnership agreement of the Macellum Home Fund as it exists in the form provided to the Company on or prior to the date hereof.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, owns only the number of shares of Common Stock as described opposite its name on Exhibit A, A and Exhibit A includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwiserecord, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, hereof and (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a 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, understanding or arrangement to which such Investor member is a party or by which it is boundbound (e) the responses to the standard form of questionnaire used by the Company and delivered to the Company by the Investor Directors are true and correct in all material respects, at the date of this Agreement and at the date of nomination and upon commencement of his term in office and (f) such Investor is not party to any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, whether by means of derivatives or otherwise, by such Investor, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Company by, including but not limited to “short” positions in shares of common stock, “long” puts, “short” calls, “short” forward or swap positions, manage the risk of share price changes for, or increase or decrease the voting power of, such Investor with respect to the shares of any class or series of the Company, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Company (“Short Interests”).

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of and other than shares of Common Stock as described opposite its name on Exhibit AStock, and Exhibit A includes all Affiliates and Associates such Investor does not own beneficially or of any Investor that own record any securities of the Company beneficially Company, any direct or of record and reflects all shares of Common Stock in which the Investor has any right indirect rights or options to acquire or has an interest therein or related thereto, whether through derivative such securities, voting agreements, or any derivative securities or contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement Agreement, and (e) the execution, delivery delivery, and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration acceleration, or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor member is a party or by which it is bound. The Investor Group acknowledges the Shareholder Rights Plan (the “Rights Plan”) with Wxxxx Fargo Bank, N.A., a national banking association, and that under the Rights Plan, any Investor must seek a waiver from the Company under the Rights Plan prior to acquiring beneficial ownership of 4.99% or more of the Common Stock outstanding, subject to certain exceptions under the Rights Plan.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, jointly and severally represents and warrants to the Company that (a) as of the date hereofof this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has Investors have any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreements, contracts agreements or instruments in any way related to otherwise and no Investor is a member of a “group” within the price meaning of Section 13(d)(3) of the Common Stock (Exchange Act other than a broad-based market basket or index), or otherwisethe Investor Group, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereofof this Agreement, (d) each of the Investors shall use its commercially reasonable efforts to cause each of its respective Affiliates and Associates Related Persons to comply with the terms of this Agreement and shall be responsible for any violation of this Agreement by any such Related Person, and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a 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, understanding or arrangement to which such Investor member is a party or by which it is bound. Each Investor further agrees that it shall not compensate or indemnify the New Director for serving on the Board or enter into voting commitments or other agreements, arrangements or understandings relating to the Company or otherwise with the New Director, any other director or any officer of the Company. Each Investor represents and warrants that, as of the date hereof, it has no, and during the term of this Agreement it will not enter into any, (i) voting commitments or other agreements, arrangements or understandings with the New Director with respect to his service on the Board other than Investor’s proposal or potential nomination of such candidate to the Board, or (ii) any other agreement, arrangement or understanding that would affect the New Director’s independence or objectivity vis-à-vis the Investor Group. Each Investor represents and warrants that it does not have, directly or indirectly, any agreements, arrangements or understandings with any person (other than its own Representatives or other Investors) with respect to any potential transaction involving the Company or any of its subsidiaries, the acquisition, voting or disposition of any securities of the Company, or the potential submission of any proposals or director nominations to the Company (other than Investor’s understanding with the New Director concerning Investor’s proposal or potential nomination of such candidate to the Board).

Representations and Warranties of the Investors. Each Investor, on behalf of itself, jointly and severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit AA or Exhibit B (as applicable), and Exhibit A or Exhibit B (as applicable) includes all Affiliates and Associates of any such Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the such Investor has any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), agreements or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors such Investor shall use its commercially reasonable efforts to cause its respective Affiliates and Associates Related Persons to comply with the terms of this Agreement Agreement, and (e) the execution, delivery delivery, and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a 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, understanding or arrangement to which such Investor is a party or by which it is bound.

Representations and Warranties of the Investors. Each Investor, on behalf of itselfseverally and not jointly, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially and/or of record owns, directly or indirectly, only the number of shares of Common Stock Shares and Preferred Shares as described opposite its name on Exhibit AA and does not own beneficially and/or of record, directly or indirectly, any other securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company, and Exhibit A includes all Affiliates and Associates of any Investor Investors that own any securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company beneficially or of record and reflects all shares securities (including common and preferred equity interests and debt that is convertible into any equity interests) of Common Stock the Company in which the Investor has Investors or any of its Affiliates or Associates have any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), agreements or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a 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, understanding or arrangement to which such Investor member is a party or by which it is bound. With respect to Section 3(b)(ii), each Investor (other than Xxxxxx X. Xxxxxxxx), severally and not jointly, represents and warrants to the Company that (x) 2,833,250 Common Shares are held by Investors that have restrictions on illiquid investments in their organizational documents and (y) Section 3(b)(ii) would cause such Investors to violate the terms of such organizational documents, absent the proviso included in Section 3(b)(ii).

Representations and Warranties of the Investors. Each Investor, on behalf of itself, jointly and severally represents and warrants to the Company that (a) as of the date hereofof this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, Schedule A to this Agreement and Exhibit A each such schedule includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock Shares in which the Investor has Investors have any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreementsagreements or otherwise; (b) as to any shares that such Investor beneficially owns by virtue of a proxy granted to such investor by another stockholder of the Company, contracts such proxy is currently in full force and effect and may not be revoked or instruments in any way related terminated prior to the price completion of the Common Stock 2023 Annual Meeting; (other than a broad-based market basket or index), or otherwise, (bc) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, ; (cd) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement Agreement, including by virtue of having sole voting and dispositive power over such Investor’s shares of Common Stock; and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to itit or the New Directors, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a 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, understanding or arrangement to which such Investor member is a party or by which it is bound.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, jointly and severally represents and warrants to the Company that (a) as of the date hereofof this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, Schedule A to this Agreement and Exhibit A each such schedule includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock Shares in which the Investor has Investors have any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreementsagreements or otherwise; (b) as to any shares that such Investor beneficially owns by virtue of a proxy granted to such investor by another shareholder of the Company, contracts such proxy is currently in full force and effect and may not be revoked or instruments in any way related terminated prior to the price completion of the Common Stock 2023 Annual Meeting; (other than a broad-based market basket or index), or otherwise, (bc) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, ; (cd) such Investor has the authority to execute this the Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement Agreement, including by virtue of having sole voting and dispositive power over such Investor’s shares of Common Stock; and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to itit or the New Directors, or (ii) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both could become a 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, understanding or arrangement to which such Investor member is a party or by which it is bound.

Representations and Warranties of the Investors. (a) Each Investor, on behalf of itself, Investor jointly and severally represents and warrants to the Company that (a) as of the date hereofof this Agreement, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit AA to this Agreement, and Exhibit A such exhibit includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereofof this Agreement, (d) each of the Investors shall use its commercially reasonable efforts to cause each of its respective Affiliates and Associates Related Persons to comply with the terms of this Agreement Agreement, and (e) the execution, delivery delivery, and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a 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 Investor is a party or by which it is bound.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit AB, and Exhibit A B includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a 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 Investor is a party or by which it is bound.

Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally severally, and not jointly, represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A, and Exhibit A includes all Affiliates and Associates of any Investor Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has Investors have any interest or right to acquire or has an interest therein or related theretoacquire, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock otherwise (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement Agreement, and (e) the execution, delivery delivery, and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration acceleration, or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor member is a party or by which it is bound. The Investor Group acknowledges the Shareholder Rights Plan (the “Rights Plan”) with Wxxxx Fargo Bank, N.A., a national banking association, and that under the Rights Plan, any Investor must seek a waiver from the Company under the Rights Plan prior to acquiring beneficial ownership of 4.99% or more of the Common Stock outstanding, subject to certain exceptions under the Rights Plan.