Section 3. Representations and Warranties.
(a) Representations and Warranties of Stockholders. Each Stockholder hereby represents, warrants and covenants to the Company as follows:
(i) As of immediately prior to the Exchange, such Stockholder is, the record and beneficial owner of the number of Old Shares set forth on Annex B attached hereto, has good and valid title to such Old Shares and has sole dispositive power over such Old Shares. Other than this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Stockholder is a party obligating such Stockholder to transfer, sell, tender, pledge, encumber, assign or otherwise dispose of any of the Old Shares, or cause any of the Old Shares to be transferred, sold, tendered, pledged, encumbered, assigned or otherwise disposed of. No person has any contractual or other right or obligation to purchase or otherwise acquire any of the Old Shares.
(ii) As of immediately prior to the Exchange, the Old Shares held by such Stockholder as set forth on Annex B constitute all of the issued and outstanding shares of Class A Common Stock owned of record or beneficially owned by such Stockholder, and the Stockholder does not own (or have any claim to own) beneficially or of record, any other shares of Class A Common Stock (or any right, warrant, option or other security or instrument evidencing, or convertible into or exchangeable or otherwise exercisable for any shares of Class A Common Stock).
(iii) Such Stockholder is either (a) an individual or (b) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.
(iv) Such Stockholder has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and the execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder (and no other actions or proceedings on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby).
(v) This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms.
(vi) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of its agreements, covenants, and obligations hereunder will not, conflict with, result in a breach or violation of or default under (with or without notice or lapse of time or both), or require notice to or the consent of any natural person, corporation, partnership, limited liability company, firm, association, trust, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity (any of the foregoing, a Person), under, any provisions of the organizational documents of such Stockholder, or any agreement, commitment, law, rule, regulation, judgment, order or decree to which such Stockholder is a party or by which such Stockholder is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the transactions contemplated by this Agreement or otherwise prevent or delay such Stockholder from performing its agreements, covenants or obligations under this Agreement.