Representations and Warranties of the Scopia Parties. The Scopia Parties represent and warrant to the Company that this Agreement has been duly authorized, executed and delivered by the Scopia Parties, and is a valid and binding obligation of the Scopia Parties, enforceable against the Scopia Parties in accordance with its terms. The Scopia Parties represent and warrant to the Company that the Scopia Parties and their Associates (as such terms are hereinafter defined) are the “beneficial owners” (as such term is hereinafter defined) of 20,315,514 shares of the Company’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) and no shares of the Company’s Class B Common Stock, par value $0.01 per share (“Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), and that all such shares of Common Stock are held in a Net Long Position (as such term is hereinafter defined).
