You hereby represent and warrant to the Company that, (i) upon the execution and delivery of this agreement by the Company, this agreement shall be the valid and binding obligation of yours, enforceable in accordance with its terms except as previously disclosed in writing to the Company and (ii) your execution, delivery and performance of this agreement do not and shall not conflict with breach, violate or cause a default under (i) any contract, agreement, instrument, order, judgment or decree to which you are a party or by which you are bound. You hereby acknowledge and represent that you have had the opportunity to consult with independent legal counsel regarding your rights and obligations hereunder and that you fully understand the terms and conditions contained herein.