Common use of Additional Representations, Warranties and Covenants of the Stockholders Clause in Contracts

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (a) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (b) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (c) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (d) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state and (e) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to Parent (or an agent of Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IV.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (a) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (b) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (c) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (d) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state and (e) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to Parent (or an agent of Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IV.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“"Letter of Transmittal”") that which shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “"accredited investor,” " as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“"Letter of Transmittal”") that in substantially the form attached hereto as Exhibit E which shall contain additional the following representations, warranties and covenants of such Stockholder, including without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (b) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (cii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (diii) whether such Stockholder is an “"accredited investor,” " as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (eiv) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that in substantially the form attached hereto as Exhibit E which shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that which shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, ; (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, ; (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, ; (div) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state; (v) such Stockholder is bound by the Restriction except with respect to shares acquired by the Stockholder in the Bridge Financing; and (evi) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“"Letter of Transmittal”) that "), in substantially the form attached hereto as Exhibit F, which shall contain additional representations, warranties and covenants of such Stockholder, including including, without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock and any other applicable interests that was were converted pursuant to Section 1.06 hereof into the right to receive Parent Common Stock or other equivalent securities pursuant to Schedule 1.06 a letter of transmittal (“Letter of Transmittal”) that shall contain additional representations, warranties and covenants of such Stockholderinterestholder, including without limitation, that (a) such Stockholder interestholder has full right, power and authority to deliver such Company Common Stock or other interests and Letter of Transmittal, (b) the delivery of such Company Common Stock or other interests will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder interestholder is bound or affected, (c) such Stockholder interestholder has good, valid and marketable title to all shares of Company Common Stock or other interests as indicated in such Letter of Transmittal and that such Stockholder interestholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common StockStock or other interests, (d) whether such Stockholder interestholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder interestholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock or other applicable interests in violation of the Securities Act or the securities laws of any state and (e) such Stockholder interestholder has had an opportunity to ask and receive answers to any questions such Stockholder interestholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock or other applicable interests and has obtained any additional information that such Stockholder interestholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock or other applicable interests shall pass, only upon delivery to Parent (or an agent of Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.08 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IV.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“"Letter of Transmittal”) that "), in substantially the form attached hereto as Exhibit E, which shall contain additional representations, warranties and covenants of such Stockholder, including including, without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “"accredited investor,” " as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (a) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (b) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (c) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (d) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state and (e) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to Parent (or an agent of Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.08 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IV.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after In furtherance of the Effective Timecovenants and agreements contained herein, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that shall contain additional representations, warranties and covenants of such Stockholder, including without limitationseverally and not jointly, that hereby represents and warrants to Buyer that: (a) such Stockholder has full right, all necessary power and authority to execute, deliver and perform such Company Common Stock and Letter of Transmittal, Stockholder’s obligations hereunder; (b) this Agreement constitutes the delivery legally valid and binding obligation of such Company Common Stock Stockholder, subject to the Enforceability Exception; (c) neither the execution and delivery of, or performance under, this Agreement by such Stockholder nor the consummation by such Stockholder of the transactions contemplated by this Agreement or the applicable Transaction Documents does or will not violate or be in conflict with, (i) result in a violation or breach of of, or constitute a default or an event of default under, any indenturemortgage, loan or credit bond, contract, license, lease, agreement, deed of trustpermit, mortgage, security agreement instrument or other agreement obligation to which such Stockholder is a party or instrument to by which such Stockholder is bound or affected, (c) to which any properties of such Stockholder has goodrelated to the Business (if any) are bound, valid and marketable title to all shares which violation, breach or default would impair the ability of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by to comply with such Stockholder’s obligations hereunder, or (ii) violate any voting trustLaw, agreement writ, judgment, injunction or arrangement affecting court decree to which such Stockholder or such Stockholder’s properties related to the voting rights Business (if any) are subject, which violation, breach or default would impair the ability of such Company Common Stock, Stockholder to comply with such Stockholder’s obligations hereunder; (d) whether no consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity or any other Person is required to be made or obtained by such Stockholder is an “accredited investor,” in connection with the execution, delivery or performance of this Agreement by such Stockholder, or the consummation by such Stockholder, as such term is defined in Regulation D under applicable, of the Securities Act and that transactions contemplated by this Agreement, the absence of which would impair the ability of such Stockholder is acquiring Parent Common Stock for investment purposes, and not to comply with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state and Stockholder’s obligations hereunder; (e) such Stockholder has had an opportunity does not personally hold any right, title or interest of any kind in, to ask or under (i) any Acquired Asset or (ii) Intellectual Property or other asset of or used in the Business and receive answers of a type contemplated under Section 2.1; and (f) Schedule 4.28 sets forth all transaction bonus or payments required or intended to any questions such Stockholder may have had concerning be made in conjunction with the terms and conditions Closing of the Merger and transactions contemplated by this Agreement. To the Parent Common Stock and has obtained any additional information that extent such Stockholder has requestedor obtains any right, title or interest of any kind in, to or under (A) any Acquired Asset or (B) to the extent not otherwise an Acquired Asset hereunder, any Purchased Contract, Intellectual Property or other asset of or used in the Business and of a type contemplated under Section 2.1, such Stockholder hereby conveys all such right, title and interest to Buyer, free and clear of all Liens other than Assumed Liabilities, as of the Closing Date, and such Stockholder agrees to take any further action and execute, deliver, file and record any document as reasonably requested by Buyer or as may be reasonably necessary or desirable to effectuate such conveyance. Delivery For the avoidance of doubt, any such right, title and interest shall be effectedconsidered an “Acquired Asset” for all purposes under this Agreement. In the event that any Stockholder fails to take any action or execute, and risk deliver, file or record any document as reasonably requested by Buyer pursuant to this Section 5.1 within ten (10) days of loss and title to the Company Common Stock shall passnotice from Buyer, only upon delivery to Parent (Buyer may take such action or execute, deliver, file or record such document on behalf of such Stockholder, for which purpose such Stockholder hereby irrevocably appoints Buyer as its attorney-in-fact, which appointment is coupled with an agent of Parent) of interest. Each Stockholder hereby further agrees (x) certificates evidencing ownership thereof as contemplated by Section 1.07 hereof (or affidavit of lost certificate), to cause Seller to comply with its covenants under this Agreement and (y) not to take or fail to take any action that could reasonably be expected to result in the Letter breach of Transmittal containing the representations, warranties and covenants contemplated by this Article IVany such covenant.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after Section 4.01 Prior to the Effective Time, Parent a Stockholder Representation Letter in the form attached hereto as Exhibit E ("Stockholder Representation Letter") shall cause to be mailed to each holder of record of Company Common Stock that was is to be converted pursuant to Section 1.06 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that Stock, which shall contain additional the representations, warranties and covenants of such StockholderStockholder as set forth therein, including without limitation, (i) that (a) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of TransmittalStockholder Representation Letter, (bii) that the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) that such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Stockholder Representation Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “"accredited investor,” " as such term is defined in Regulation D under the Securities Act Act, and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) that such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only after the Effective Time and upon delivery to Parent (or an agent of Parent) of (x) certificates certificates, if any, evidencing ownership thereof as contemplated by Section 1.07 hereof (or affidavit of and indemnification regarding a lost or undelivered certificate), and (y) the Stockholder Representation Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IV. Section 4.02 Prior to the Effective Time, a Warrantholder Acknowledgment and Representation Letter in the form attached hereto as Exhibit F (the "Warrantholder Representation Letter") shall be mailed to each holder of record of Company Warrants, and such Warrantholder Representation Letter shall contain the representations, warranties and covenants of such Stockholder as set forth therein.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that which shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that which shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to Parent (or an agent of Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5(a)(ii) hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that which shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4. 5. Conduct of Businesses Pending the Merger.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after Section 4.01 Prior to the Effective Time, Parent a Stockholder Representation Letter in the form attached hereto as Exhibit E (“Stockholder Representation Letter”) shall cause to be mailed to each holder of record of Company Common Stock that was is to be converted pursuant to Section 1.06 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that Stock, which shall contain additional the representations, warranties and covenants of such StockholderStockholder as set forth therein, including without limitation, (i) that (a) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of TransmittalStockholder Representation Letter, (bii) that the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) that such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Stockholder Representation Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act Act, and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) that such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only after the Effective Time and upon delivery to Parent (or an agent of Parent) of (x) certificates certificates, if any, evidencing ownership thereof as contemplated by Section 1.07 hereof (or affidavit of and indemnification regarding a lost or undelivered certificate), and (y) the Stockholder Representation Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IV. Section 4.02 Prior to the Effective Time, a Warrantholder Acknowledgment and Representation Letter in the form attached hereto as Exhibit F (the “Warrantholder Representation Letter”) shall be mailed to each holder of record of Company Warrants, and such Warrantholder Representation Letter shall contain the representations, warranties and covenants of such Stockholder as set forth therein.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that "LETTER OF TRANSMITTAL"), in substantially the form attached hereto as EXHIBIT E, which shall contain additional representations, warranties and covenants of such Stockholder, including including, without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “"accredited investor,” " as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“"Letter of Transmittal”") that in substantially the form attached hereto as EXHIBIT E which shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “"accredited investor,” " as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Parent Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly Concurrent with or promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.07 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (a) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (b) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (c) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (dc) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state and state, (ed) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested, (e) such Stockholder acknowledges and agrees that the Parent Common Stock will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and will remain “restricted securities” notwithstanding any resale within or outside the United States unless the sale is completed pursuant to an effective registration statement under the Securities Act or pursuant to an exemption therefrom, including in accordance with Rule 144 under the Securities Act (“Rule 144”), if available, (f) such Stockholder acknowledges that the Parent Common Stock will be subject to a minimum hold period of at least six months under Rule 144 from the date of issuance, (g) such Stockholder acknowledges that he, she or it has been advised to obtain independent legal and professional advice on the requirements of Rule 144, and that such Stockholder has been advised that resales of the Parent Common Stock may be made only under certain circumstances, (h) such Stockholder understands that to the extent that Rule 144 is not available, the Stockholder may be unable to sell any Parent Common Stock without either registration under the Securities Act or the availability of another exemption or exclusion from such registration requirements, and in all cases pursuant to exemptions from applicable securities laws of any applicable state of the United States, and (i) such Stockholder understands that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act or applicable U.S. state laws and regulations, the certificates representing the Parent Stock will bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY AND ANY COMMON STOCK ISSUED UPON THE CONVERSION OF THE SECURITY EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDITION AND, ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO ANY PERSON EXCEPT AS SET FORTH HEREIN. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (C) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to Parent (or an agent of Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.08 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants of each Stockholder, as contemplated by this Article IV.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was were converted pursuant to Section 1.06 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (a) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (b) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (c) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (d) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state and (e) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to Parent (or an agent of Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.08 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IV.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“"Letter of Transmittal”") that which shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “"accredited investor,” " as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“"Letter of Transmittal”") that which shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “"accredited investor,” " as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to Parent (or an agent of Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after Prior to the Effective Time, Parent and the Company shall cause to be mailed to each holder of record of Company Common Stock that was may be converted pursuant to Section 1.06 hereof into the right to receive Parent Common Stock a letter of transmittal Consent Agreement (“Letter of TransmittalConsent Agreement”) that shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (a) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of TransmittalConsent Agreement, (b) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (c) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal Consent Agreement and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (d) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (e) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to Parent (or an agent of Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal Consent Agreement containing the representations, warranties and covenants contemplated by this Article IV.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock and any other applicable interests that was were converted pursuant to Section 1.06 hereof into the right to receive Parent Common Stock or other equivalent securities pursuant to this Agreement and as set forth on the Ledger a letter of transmittal (“Letter of Transmittal”) that shall contain additional representations, warranties and covenants of such Stockholderinterestholder, including without limitation, that (a) such Stockholder interestholder has full right, power and authority to deliver such Company Common Stock or other interests and Letter of Transmittal, (b) the delivery of such Company Common Stock or other interests will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder interestholder is bound or affected, (c) such Stockholder interestholder has good, valid and marketable title to all shares of Company Common Stock or other interests as indicated in such Letter of Transmittal and that such Stockholder interestholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common StockStock or other interests, (d) whether such Stockholder interestholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder interestholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock or other applicable interests in violation of the Securities Act or the securities laws of any state and (e) such Stockholder interestholder has had an opportunity to ask and receive answers to any questions such Stockholder interestholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock or other applicable interests and has obtained any additional information that such Stockholder interestholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock or other applicable interests shall pass, only upon delivery to Parent (or an agent of Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.08 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IV.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent Holdings shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 hereof into the right to receive Parent Holdings Common Stock a letter of transmittal (“Letter of Transmittal”) that shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (a) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (b) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (c) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (d) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Holdings Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Holdings Common Stock in violation of the Securities Act or the securities laws of any state and (e) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Holdings Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to Parent Holdings (or an agent of ParentHoldings) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IV.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after Prior to the Effective Time, Parent a Stockholder Representation Letter in the form attached hereto as Exhibit C (“Stockholder Representation Letter”) shall cause to be mailed to each holder of record of Company Common Stock that was is to be converted pursuant to \* MERGEFORMAT Section 1.06 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that Stock, which shall contain additional the representations, warranties and covenants of such StockholderStockholder as set forth therein, including without limitation, (i) that (a) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of TransmittalStockholder Representation Letter, (bii) that the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) that such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Stockholder Representation Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act Act, and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) that such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only after the Effective Time and upon delivery to Parent (or an agent of Parent) of (x) certificates certificates, if any, evidencing ownership thereof as contemplated by \* MERGEFORMAT Section 1.07 hereof (or affidavit of and indemnification regarding a lost or undelivered certificate), and (y) the Stockholder Representation Letter of Transmittal containing the representations, warranties and covenants contemplated by this \* MERGEFORMAT Article IVIV .

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“"Letter of Transmittal”") that which shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that ), in substantially the form attached hereto as Exhibit B, which shall contain additional representations, warranties and covenants of such Stockholder, including including, without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to Parent (or an agent of Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IV.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, the Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive the Parent Common Stock a letter of transmittal (“Letter of Transmittal”) that ), in substantially the form attached hereto as Exhibit F, which shall contain additional representations, warranties and covenants of such Stockholder, including including, without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring the Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such the Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IVSection 4.

Additional Representations, Warranties and Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal Subscription and Lock Up agreement (“Letter of TransmittalSubscription and Lock Up agreement”) that in substantially the form attached hereto as Exhibit E, which shall contain additional representations, warranties and covenants of such Stockholder, including including, without limitation, that (ai) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of TransmittalSubscription and Lock Up agreement, (bii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (ciii) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal Subscription and Lock Up agreement and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (div) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state state, and (ev) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal Subscription and Lock Up agreement containing the representations, warranties and covenants contemplated by this Article IVSection 4.