Common use of Authority and Non-Contravention Clause in Contracts

Authority and Non-Contravention. (a) The Stockholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) are bound, or violate any permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) .

Authority and Non-Contravention. (a) The If Stockholder is an individual, and not a corporation, limited liability companyStockholder is a corporation duly organized, partnership, trust or other such entityvalidly existing and in good standing under the Laws of its jurisdiction of organization. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, Agreement and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. If Stockholder is a corporation, such actions have been duly authorized and approved by all necessary corporate action of Stockholder. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval Permit from any Governmental Entity for any of the transactions contemplated hereby, except to the extent as may be required by Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) in the event Stockholder is a corporation, conflict with, result in any violation of or require any consent under any provision of the governing documents of Stockholder, (ii) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s 's assets (including the Subject Shares) are bound, or violate any permit Permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (iiiii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) ).

Authority and Non-Contravention. (a) The Stockholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. (b) Assuming due authorization, execution and delivery of this Agreement by ParentBuyer, this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. ; and such Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its his or her obligations under this Agreement, and no other proceedings or actions on the part of such Stockholder are necessary to authorize the such Stockholder’s execution, delivery or performance of this Agreement or the its consummation of the transactions contemplated hereby. (cb) Except for applicable filings to be made by such Stockholder under Section 13 of the Exchange Act, such Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person or Governmental Entity in connection with the execution, delivery or performance of this Agreement or to obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (dc) Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under or constitute a default by such Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which such Stockholder is a party or by which it he or she or any of Stockholder’s his or her assets (including the any Subject SharesSecurities that are Beneficially Owned by such Stockholder) are bound, or violate any permit of any Governmental Entity, or any Law law, order or order consent decree to which such Stockholder, or any of its his or her assets (including the any Subject SharesSecurities that are Beneficially Owned by such Stockholder), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by such Stockholder (including any Subject Securities that are Beneficially Owned by him or her), except, in each case, for any violations, failures to obtain consents, defaults or other actions that would not, and would not reasonably be expected to, individually or in the Subject Shares) aggregate, prevent or delay the performance of such Stockholder under this Agreement.

Authority and Non-Contravention. (a) The Stockholder is an individual, and not either a natural person or a corporation, limited liability company, partnership, trust limited liability company or other such entity. (b) Assuming due authorizationentity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted. Stockholder has all necessary power and authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ParentStockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other action, and no other corporate or other proceedings on the part of Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity government authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Owned Shares are bound, or violate any permit of any Governmental Entitygovernment authority, or any Law applicable law or order to which such Stockholder, or any of its assets (including the Subject Shares)Parent Capital Stock, may be subject, or (ii) result in the imposition or creation of any Lien lien or encumbrance upon or with respect to any of the assets owned Owned Shares. (e) Stockholder has the requisite voting power and the requisite power, authority and capacity, as applicable, to issue instructions with respect to the matters set forth in Article 1 and the requisite power, authority and capacity, as applicable, to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Owned Shares, with no limitations, qualifications or used by Stockholder (including the Subject Shares) restrictions on such rights.

Authority and Non-Contravention. (a) The Stockholder Each Shareholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. Each Shareholder has all necessary legal capacity to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each Shareholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) Assuming due authorization, execution and delivery of this Agreement by ParentVision-Sciences, this Agreement has been duly and validly executed and delivered by Stockholder each Shareholder and constitutes the legal, valid and binding obligation of Stockholdersuch Shareholder, enforceable against Stockholder such Shareholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder Each Shareholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity Body for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. No consent of each Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform the Shareholder’s obligations under this Agreement. (d) Neither the execution and delivery of this Agreement by Stockholder each Shareholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder such Shareholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder such Shareholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental EntityBody, or any applicable Law or order to which such StockholderShareholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by Stockholder the Shareholder of its obligations hereunder. (including e) Each Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) The Stockholder is an individual, and not either a natural person or a corporation, limited liability company, partnership, trust limited liability company or other such entity. (b) Assuming due authorizationentity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted. Stockholder has all necessary power and authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ParentStockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other action, and no other corporate or other proceedings on the part of Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity government authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Owned Shares are bound, or violate any permit of any Governmental Entitygovernment authority, or any Law applicable law or order to which such Stockholder, or any of its assets (including the Subject Shares)Company Capital Stock, may be subject, or (ii) result in the imposition or creation of any Lien lien or encumbrance upon or with respect to any of the assets owned Owned Shares. (e) Stockholder has the requisite voting power and the requisite power, authority and capacity, as applicable, to issue instructions with respect to the matters set forth in Article 1 and the requisite power, authority and capacity, as applicable, to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Owned Shares, with no limitations, qualifications or used by Stockholder (including the Subject Shares) restrictions on such rights.

Authority and Non-Contravention. (a) The Each Stockholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. Each Stockholder has all necessary legal capacity to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) Assuming due authorization, execution and delivery of this Agreement by ParentUroplasty, this Agreement has been duly and validly executed and delivered by each Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Each Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity Body for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. No consent of each Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform the Shareholder’s obligations under this Agreement. (d) Neither the execution and delivery of this Agreement by each Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by such Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which such Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental EntityBody, or any applicable Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by the Stockholder of its obligations hereunder. (including e) Each Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted. Sponsor has all necessary power and authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Stockholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. (b) Assuming due authorization, execution and delivery of this Agreement by ParentSponsor and the consummation by Sponsor of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other action, and no other corporate or other proceedings on the part of Sponsor are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by Stockholder Sponsor and constitutes the legal, valid and binding obligation of StockholderSponsor, enforceable against Stockholder Sponsor in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder Sponsor is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity government authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder Sponsor nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder Sponsor under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder Sponsor is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Owned Shares are bound, or violate any permit of any Governmental Entitygovernment authority, or any Law applicable law or order to which such StockholderSponsor, or any of its assets (including the Subject Shares)Parent Capital Stock, may be subject, or (ii) result in the imposition or creation of any Lien lien or encumbrance upon or with respect to any of the assets owned Owned Shares. (e) Sponsor has the requisite voting power and the requisite power, authority and capacity, as applicable, to issue instructions with respect to the matters set forth in Article 1 and the requisite power, authority and capacity, as applicable, to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Owned Shares, with no limitations, qualifications or used by Stockholder (including the Subject Shares) restrictions on such rights.

Authority and Non-Contravention. (a) Such Shareholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Stockholder is an individualexecution and delivery of this Agreement by such Shareholder and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Shareholder, and not a corporation, limited liability company, partnership, trust no other proceedings on the part of such Shareholder are necessary to authorize this Agreement or other such entityto consummate the transactions contemplated hereby. (b) Assuming due authorization, execution and delivery of this Agreement by Parentthe Company, this Agreement has been duly and validly executed and delivered by Stockholder such Shareholder and constitutes the legal, valid and binding obligation of Stockholdersuch Shareholder, enforceable against Stockholder such Shareholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder Such Shareholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity Regulatory Authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder such Shareholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder such Shareholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder such Shareholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental EntityRegulatory Authority, or or, to such Shareholder’s knowledge, any applicable Law or order to which such StockholderShareholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by Stockholder such Shareholder of its obligations hereunder. (including e) Such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) The Stockholder is an individuala [ ] duly organized, validly existing and in good standing under the laws of the State of [ ]. Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary [corporate] action, and not a corporation, limited liability company, partnership, trust no other [corporate] proceedings on the part of Stockholder are necessary to authorize this Agreement or other such entityto consummate the transactions contemplated hereby. (b) Assuming due authorization, execution and delivery of this Agreement by Parentthe Company, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity Government Authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental EntityGovernment Authority, or any Applicable Law or order Order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by the Stockholder of its obligations hereunder. (including e) Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) The Stockholder [FOR AN INDIVIDUAL:][Stockholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. Stockholder has all necessary legal capacity to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.][FOR AN ENTITY:][Stockholder is a [ ] duly organized, validly existing and in good standing under the laws of the State of [ ]. Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary [corporate] action, and no other [corporate] proceedings on the part of Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.] (b) Assuming due authorization, execution and delivery of this Agreement by ParentCell Genesys, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity Authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental EntityAuthority, or any Law or order Order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by the Stockholder of its obligations hereunder. (including e) Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) Such Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder is an individualand the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action, and not a corporation, limited liability company, partnership, trust no other proceedings on the part of such Stockholder are necessary to authorize this Agreement or other such entityto consummate the transactions contemplated hereby. (b) Assuming This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery of this Agreement by ParentBuyer, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Such Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by such Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which such Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental Entity, or any applicable Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or violate any organizational documents of such Stockholder or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by such Stockholder of its obligations hereunder. (including e) Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) Such Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder is an individualand the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action, and not a corporation, limited liability company, partnership, trust no other proceedings on the part of such Stockholder are necessary to authorize this Agreement or other such entityto consummate the transactions contemplated hereby. (b) Assuming This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Such Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by such Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which such Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental Entity, or any applicable Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or violate any organizational documents of such Stockholder or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by such Stockholder of its obligations hereunder. (including e) Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) The If such Stockholder is an individual, and not a corporationnatural person, limited liability companysuch Stockholder is duly organized, partnershipvalidly existing and, trust or other such entityto the extent applicable under applicable law, in good standing under the laws of its jurisdiction of organization. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Such Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, Agreement and no other corporate or similar proceedings or actions on the part of such Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. If such Stockholder is a corporation, limited liability company or partnership, such actions have been duly authorized and approved by all necessary corporate, limited liability company or partnership action, as the case may be, of such Stockholder. (c) Such Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval Permit from any Governmental Entity for any of the transactions contemplated hereby, except to the extent as may be required by Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby does or will directly or indirectly (whether with notice or lapse of time or both) (i) in the event such Stockholder is a corporation, limited liability company or partnership, conflict with, result in any violation of or require any consent under any provision of the governing documents of such Stockholder, (ii) conflict with, result in any violation of, require any consent under or constitute a default by such Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which such Stockholder is a party or by which it or any of such Stockholder’s assets (including the Subject Shares) are bound, or violate any permit Permit of any Governmental Entity, or any Law law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (iiiii) result in the imposition or creation of any Lien Encumbrance upon or with respect to any of the assets owned or used by such Stockholder (including the Subject Shares) ).

Authority and Non-Contravention. (a) Such Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder is an individualand the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action, and not a corporation, limited liability company, partnership, trust no other proceedings on the part of such Stockholder are necessary to authorize this Agreement or other such entityto consummate the transactions contemplated hereby. (b) Assuming This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery of this Agreement by Parentthe Company, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Such Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by such Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which such Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental Entity, or any applicable Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or violate any organizational documents of such Stockholder or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by such Stockholder of its obligations hereunder. (including e) Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) The Stockholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. Stockholder has all necessary legal capacity to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) Assuming due authorization, execution and delivery of this Agreement by ParentBioSante, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity Authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental EntityAuthority, or any Law or order Order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by the Stockholder of its obligations hereunder. (including e) Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) The Stockholder If Shareholder is not an individualindividual human being, Shareholder is duly organized, validly existing and not a corporation, limited liability company, partnership, trust or other in good standing (with respect to jurisdictions that recognize such entityconcept) under the laws of the jurisdiction in which it is organized. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, Merger Sub and the Company, this Agreement has been been, and if and when executed and delivered, the Proxy will be, duly and validly executed and delivered by Stockholder Shareholder and constitutes the legal, valid and binding obligation of StockholderShareholder, enforceable against Stockholder Shareholder in accordance with its terms except (i) to as the extent enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance or similar laws Laws generally affecting creditors’ the rights of creditors and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtgeneral equity principles. Stockholder Shareholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its Shareholder's obligations under this AgreementAgreement (and with respect to the Proxy, Shareholder will have at the time of its execution, delivery and performance all necessary power, authority and legal capacity to execute and deliver the Proxy and to perform Shareholder's obligations under the Proxy) and no other corporate or similar proceedings or actions on the part of Stockholder Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or the Proxy or the consummation of the transactions contemplated herebyhereby or thereby. If Shareholder is a corporation, limited liability company or partnership, such actions have been duly authorized and approved by all necessary corporate, limited liability company or partnership action, as the case may be, of Shareholder. (c) Stockholder Shareholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or the Proxy or obtain any permit or approval Permit from any Governmental Entity for any of the transactions contemplated hereby, except to the extent as may be required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement or the Proxy by Stockholder Shareholder nor the consummation of the transactions contemplated hereby and thereby do or will directly or indirectly (whether with notice or lapse of time or both) (i) in the event the Shareholder is a corporation, limited liability company or partnership, conflict with, result in any violation of or require any consent under any provision of the governing documents of Shareholder, (ii) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder Shareholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder the Shareholder is a party or by which it or any of Stockholder’s Shareholder's assets (including the Subject Shares) are bound, or violate any permit Permit of any Governmental Entity, or any Law or order to which such StockholderShareholder, or any of its Shareholder's assets (including the Subject Shares), may be subject, or (iiiii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder Shareholder (including the Subject Shares) ).

Authority and Non-Contravention. (a) The Stockholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. (b) Assuming due authorization, execution and delivery of this Agreement by Parentthe Buyer Affiliate and the other Securityholders, this Agreement has been duly and validly executed and delivered by Stockholder such Securityholder and constitutes the legal, valid and binding obligation of Stockholdersuch Securityholder, enforceable against Stockholder such Securityholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder ; and such Securityholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder such Securityholder are necessary to authorize the such Securityholder’s execution, delivery or performance of this Agreement or the its consummation of the transactions contemplated hereby. (cb) Stockholder Such Securityholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person or Governmental Authority in connection with the execution, delivery or performance of this Agreement or to obtain any permit or approval from any Governmental Entity Authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunderAct. (dc) Neither the execution and delivery of this Agreement by Stockholder such Securityholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder such Securityholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder such Securityholder is a party or by which it or any of Stockholder’s its assets (including the any Subject SharesSecurities that are Beneficially Owned by such Securityholder) are bound, or violate any permit of any Governmental EntityAuthority, or any Law Law, order or order consent decree to which such StockholderSecurityholder, or any of its assets (including the any Subject SharesSecurities that are Beneficially Owned by such Securityholder), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used Subject Securities that are Beneficially Owned by Stockholder (including the Subject Shares) such Securityholder.

Authority and Non-Contravention. (a) The Except as is identified on Schedule A, the Stockholder is an individual, individual and not a corporation, limited liability company, partnership, trust trustee or other such entity.. To the extent that Stockholder’s beneficial ownership of the Company Shares is indirect through one or more entities, Stockholder’s execution of this Agreement has been authorized by all necessary corporate action and this Agreement is enforceable in accordance with its terms with respect to the Company Shares identified on Schedule A. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) are bound, or violate any permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) ).

Authority and Non-Contravention. (a) The Stockholder Seller has the full power, authority and capacity to enter into, execute, deliver and perform this Agreement and all Exhibits to which he is an individuala party. This Agreement and such Exhibits, when executed and delivered by Seller, shall be valid and binding obligations of Seller, enforceable against him in accordance with the terms hereof and thereof, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that the remedies of specific performance, injunction and other forms of mandatory equitable relief may not a corporation, limited liability company, partnership, trust or other such entity. (b) Assuming due authorization, be available. Neither the execution and delivery of this Agreement by Parent, this Agreement has been duly nor the execution and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion delivery of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority certificates and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or documents set forth as Exhibits hereto nor the consummation of the transactions Transactions contemplated hereby. hereby or thereby will (ci) Stockholder conflict with or violate any provision of the Articles or Certificate of Incorporation or Bylaws of the Company, (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Seller or the Company or by which any of the Shares or the Assets are bound or affected, or (iii) conflict with or result in any breach or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation Of; or accelerate the performance required by or maturity of; or result in the creation of any security interest, lien, charge or encumbrance on any of Seller's Shares or the Assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, license, franchise. lease contract, or other instrument or obligation to which Seller or the Company is not a party or by which any of the Shares or the Assets are bound or affected that in the aggregate would have a material adverse affect on the Purchaser. Neither Seller nor will it be the Company are required to make submit any notice. declaration, report or other filing or registration with any governmental or give any notice toregulator authority or instrumentality, and no approvals or non-objections are required to obtain any consent from, any Person be obtained or made by Seller or the Company in connection with the execution, delivery or performance by Seller of this Agreement or obtain any permit Exhibit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions Transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) are bound, or violate any permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) thereby.

Authority and Non-Contravention. (a) The Stockholder is an individuala natural person, and not a corporation, limited partnership or limited liability company, partnershipduly organized, trust validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or other such entity. (b) Assuming due authorizationconstituted. Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ParentStockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity government authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Parent Common Stock are bound, or violate any permit of any Governmental Entitygovernment authority, or any Law applicable law or order to which such Stockholder, or any of its assets (including the Subject Shares)Parent Common Stock, may be subject, or (ii) result in the imposition or creation of any Lien lien or encumbrance upon or with respect to any of the assets owned Parent Common Stock; except, in each case, for conflicts, violations, defaults or used liens or encumbrances that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by the Stockholder of its obligations hereunder. (including e) Stockholder has requisite voting power and requisite power to issue instructions with respect to the Subject Shares) matters set forth in Article 1 hereof and requisite power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Parent Common Stock, with no limitations, qualifications or restrictions on such rights, in each case, to the extent permitted by applicable law.

Authority and Non-Contravention. (a) The Stockholder If such Securityholder is an individual, and not a corporation, limited liability company, partnership, trust or other entity, such entitySecurityholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, formation or organization (as applicable). (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by Stockholder such Securityholder and constitutes the legal, valid and binding obligation of Stockholdersuch Securityholder, enforceable against Stockholder such Securityholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder ; and such Securityholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder such Securityholder are necessary to authorize the such Securityholder’s execution, delivery or performance of this Agreement or the its consummation of the transactions contemplated hereby. If such Securityholder is a corporation, limited liability company, partnership, trust or other entity, such actions have been duly authorized and approved by all necessary corporate, organizational or other action on the part of such Securityholder. (c) Stockholder Such Securityholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person or Governmental Entity in connection with the execution, delivery or performance of this Agreement or to obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunderAct. (d) Neither the execution and delivery of this Agreement by Stockholder such Securityholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) in the event that such Securityholder is a corporation, limited liability company, partnership, trust or other entity, conflict with, result in any violation of or require any consent under any provision of the certificate or articles of incorporation, bylaws, limited liability company agreement, partnership agreement, declaration or trust or other organizational or governing documents of such Securityholder, (ii) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder such Securityholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder such Securityholder is a party or by which it or any of Stockholder’s its assets (including the any Subject SharesSecurities that are Beneficially Owned by such Securityholder) are bound, or violate any permit of any Governmental Entity, or any Law law, order or order consent decree to which such StockholderSecurityholder, or any of its assets (including the any Subject SharesSecurities that are Beneficially Owned by such Securityholder), may be subject, or (iiiii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder such Securityholder (including the any Subject Shares) Securities that are Beneficially Owned by it).

Authority and Non-Contravention. (a) Such Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder is an individualand the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action, and not a corporation, limited liability company, partnership, trust no other proceedings on the part of such Stockholder are necessary to authorize this Agreement or other such entityto consummate the transactions contemplated hereby. (b) Assuming This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery of this Agreement by Parentthe Company, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by such Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which such Stockholder is a party or by which it or any of Stockholder’s assets the Subject Shares are bound. (including d) Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) are bound, with no limitations, qualifications or violate any permit of any Governmental Entity, or any Law or order to which restrictions on such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) rights.

Authority and Non-Contravention. (a) The Stockholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) are bound, or violate any permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) ).

Authority and Non-Contravention. (a) The Stockholder is an individualindividual acting in such capacity and in Stockholder’s capacity as trustee of a trust or other custodial capacity, and not a corporation, limited liability company, partnership, trust partnership or other such entity. Stockholder has all necessary legal capacity to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) Assuming due authorization, execution and delivery of this Agreement by ParentANI, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity Government Authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental EntityGovernment Authority, or any Applicable Law or order Order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by the Stockholder of its obligations hereunder. (including e) Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) The Stockholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s 's assets (including the Subject Shares) are bound, or violate any permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) ).

Authority and Non-Contravention. (a) Each of Sellers has the full power, authority and capacity to enter into, execute, deliver and perform this Agreement and all Exhibits to which it is a party. The Stockholder is an individualexecution, delivery and performance of this Agreement and such Exhibits, and the consummation of all transactions contemplated herein and therein, have been duly authorized by all necessary action of Sellers. This Agreement and such Exhibits, when executed and delivered by Sellers, shall be valid and binding obligations of Sellers, enforceable against them in accordance with the terms hereof and thereof, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that the remedies of specific performance, injunction and other forms of mandatory equitable relief may not a corporationbe available. Except for approvals of governmental authorities, limited liability company, partnership, trust or other such entity. (b) Assuming due authorization, neither the execution and delivery of this Agreement by Parent, this Agreement has been duly nor the execution and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion delivery of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority certificates and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or documents set forth as Exhibits hereto nor the consummation of the transactions contemplated hereby. hereby or thereby will (ci) Stockholder conflict with or violate any provision of the Articles of Incorporation or Bylaws of the Company, (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Sellers or the Company or the Business or by which any of their assets are affected, or (iii) conflict with or result in any breach or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of any security interest, lien, charge or encumbrance on any of Sellers' or the Assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, license, franchise, lease, contract, or other instrument or obligation to which Sellers or the Company is not a party or by which any of their assets are bound or affected. Neither Sellers nor will it be the Company are required to make submit any notice, declaration, report or other filing or registration with any governmental or give any notice toregulatory authority or instrumentality, and no approvals or non-objections are required to obtain any consent from, any Person be obtained or made by Sellers or the Company in connection with the execution, delivery or performance by Sellers of this Agreement or obtain any permit Exhibit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) are bound, or violate any permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) thereby.

Authority and Non-Contravention. (a) The Stockholder is an individual, Each of Parent and not a corporation, limited liability company, partnership, trust or other such entity. (b) Assuming due authorization, execution Merger Sub has all required corporate power and delivery of authority to enter into this Agreement by Parent, this and the agreements contemplated hereby to which it is a party and to carry out the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, is a valid and binding obligation of Stockholder, each of Parent and Merger Sub enforceable against Stockholder each of the Parent and Merger Sub in accordance with its terms except (i) their respective terms, subject to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights Bankruptcy and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtEquity Exceptions. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the The execution, delivery or and performance of this Agreement or have been, and all agreements, documents and instruments to be executed and delivered by Parent and/or Merger Sub at Closing will be, duly authorized by all necessary corporate action of Parent and/or Merger Sub, as applicable. The Merger has been duly adopted and approved by Parent as the sole stockholder of Merger Sub. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and all agreements, documents and instruments to be executed and delivered by Parent and/or Merger Sub at Closing, and the consummation of the transactions contemplated hereby. by this Agreement, do not (ca) Stockholder is not nor will it be required to make any filing violate or result in a violation of, conflict with or give any notice to, constitute or to obtain any consent from, any Person result in connection with the execution, delivery a violation of or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly default (whether with notice or after the giving of notice, lapse of time or both) or loss of benefit under any provision of Parent’s or Merger Sub’s certificate of incorporation or bylaws, (ib) violate, conflict with, with or result in any a violation of, require any consent under or constitute a default by Stockholder under (whether after the giving of notice, lapse of time or both) under, any mortgageprovision of any Law, bondregulation or rule, indentureor any order of, or any restriction imposed by, any Governmental Authority applicable to Parent or Merger Sub, as applicable, (c) assuming that all consents and approvals described in Section 2.2(b) have been obtained and all filings and obligations described in Section 2.2(b) have been made as implied with, require from each either Parent or Merger Sub any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party or (d) violate or result in a violation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any material contract, agreement, instrument permit, license, authorization or other obligation to which Stockholder Parent or Merger Sub, as applicable, is a party or by which it Parent, Merger Sub or any of Stockholder’s assets (including the Subject Shares) their respective assets, as applicable, are bound, or violate any permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) .

Authority and Non-Contravention. (a) Each of Buyer and Buyer Merger Sub has full right, authority and power under its respective certificate of incorporation to enter into the Transaction Documents to which it is a party and to carry out the Transaction. The Stockholder Transaction Documents to which Buyer and/or Buyer Merger Sub is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, party are valid and binding obligation obligations of StockholderBuyer and/or Buyer Merger Sub, as applicable, enforceable against Stockholder each of them in accordance with its terms except their respective terms, subject to the Bankruptcy/Receivership Exception. The execution, delivery and performance of the Transaction Documents have been duly authorized by all necessary action under each of Buyer’s and Buyer Merger Sub’s certificate of incorporation. The execution, delivery and performance by Buyer and Buyer Merger Sub of the Transaction Documents do not and will not: (i) to the extent limited by applicable bankruptcyviolate or result in a violation of, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing conflict with or give any notice to, constitute or to obtain any consent from, any Person result in connection with the execution, delivery a violation of or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly default (whether with notice or after the giving of notice, lapse of time or both) under any provision of Buyer’s or Buyer Merger Sub’s certificate of incorporation or bylaws; (iii) violate, conflict with, with or result in any a violation of, require any consent under or constitute a default by Stockholder under (whether after the giving of notice, lapse of time or both) under, any mortgageprovision of any Law applicable to any of them; (iii) require from Buyer or Buyer Merger Sub any notice to, bonddeclaration or filing with, indentureor consent or approval of any Governmental Authority or other third party, other than (I) compliance with any applicable requirements of the HSR Act, (II) compliance with any applicable foreign antitrust, merger control or competition laws and (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; or (iv) violate or result in a violation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any material contract, agreement, instrument permit, license, authorization or other obligation to which Stockholder Buyer or Buyer Merger Sub is a party or by which it Buyer or any of Stockholder’s Buyer Merger Sub or its assets (including the Subject Shares) are bound, or violate any permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) .

Authority and Non-Contravention. (a) The Such Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including under any Partnership Agreement. If Stockholder is an individualentity, the execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action, including under any Partnership Agreement, and not a corporation, limited liability company, partnership, trust no other proceedings on the part of such Stockholder are necessary to authorize this Agreement or other such entityto consummate the transactions contemplated hereby. (b) Assuming due authorization, execution and delivery of this Agreement by Parentthe Company, this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Such Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by such Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which such Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental Entity, or any applicable Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by such Stockholder of its obligations hereunder. (including e) Subject to applicable community property laws, such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) Such Shareholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Stockholder is an individualexecution and delivery of this Agreement by such Shareholder and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Shareholder, and not a corporation, limited liability company, partnership, trust no other proceedings on the part of such Shareholder are necessary to authorize this Agreement or other such entityto consummate the transactions contemplated hereby. (b) Assuming due authorization, execution and delivery of this Agreement by Parentthe Company, this Agreement has been duly and validly executed and delivered by Stockholder such Shareholder and constitutes the legal, valid and binding obligation of Stockholdersuch Shareholder, enforceable against Stockholder such Shareholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder Such Shareholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity Regulatory Authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder such Shareholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder such Shareholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder such Shareholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental EntityRegulatory Authority, or or, to such Shareholder’s knowledge, any applicable Law or order to which such StockholderShareholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by Stockholder such Shareholder of its obligations hereunder. (including e) Such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) The Stockholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. Stockholder has all necessary legal capacity to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity government authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Parent Shares are bound, or violate any permit of any Governmental Entitygovernment authority, or any Law applicable law or order to which such Stockholder, or any of its assets (including the Subject Parent Shares), may be subject, or (ii) result in the imposition or creation of any Lien lien or encumbrance upon or with respect to any of the assets owned Parent Shares; except, in each case, for conflicts, violations, defaults or used liens or encumbrances that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by the Stockholder of its obligations hereunder. (including e) Stockholder has sole voting power and sole power to issue instructions with respect to the Subject matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Parent Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) Each of Ticketmaster and Merger Sub has full right, authority and power under its Fundamental Documents to enter into this Agreement and the other Transaction Documents executed by Ticketmaster or Merger Sub, as the case may be, pursuant hereto and to carry out the Transactions. This Agreement and the Transaction Documents executed by each of Ticketmaster or Merger Sub pursuant hereto are valid and binding obligations of each of Ticketmaster or Merger Sub, as the case may be, enforceable against such party in accordance with their respective terms, subject to the effect, if any, of the Bankruptcy and Equity Exception. The Stockholder is an individualexecution, delivery and not a corporationperformance of this Agreement and Transaction Documents executed by Ticketmaster or Merger Sub pursuant hereto have been duly authorized by all necessary corporate, limited liability company, partnershipshareholder and/or member action, trust as applicable under each such party’s charter and by-laws. No further action by Ticketmaster, Merger Sub, or any of their officers, board, members or managers is necessary to authorize this Agreement or any of the other such entity. (b) Assuming due authorizationTransaction Documents or to consummate any of the Transactions. The execution, execution delivery and delivery performance by Ticketmaster and Merger Sub of this Agreement by Parent, this Agreement has been duly and validly Transaction Documents to be executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency Ticketmaster or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this AgreementMerger Sub pursuant hereto, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. Transactions, do not and will not: (ca) Stockholder is not nor will it be required to make any filing violate or result in a violation of, conflict with or give any notice to, constitute or to obtain any consent from, any Person result in connection with the execution, delivery a violation of or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly default (whether with notice or after the giving of notice, lapse of time or both) or loss of benefit under any provision of Ticketmaster’s or Merger Sub’s Fundamental Documents; (ib) violate, conflict with, with or result in any a violation of, require or in any consent under or material respect constitute a default by Stockholder under (whether after the giving of notice, lapse of time or both) under, any mortgageprovision of any Law, bondContract, indenturePermit or any restriction imposed by, agreementany Governmental Body that is applicable to Ticketmaster or Merger Sub; (c) except as set forth on Schedule 6.2 require from Ticketmaster or Merger Sub any Consent of any third party; or (d) violate or result in a violation of, instrument or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any material Contract, Permit, license, authorization or other obligation to which Stockholder Ticketmaster or Merger Sub is a party or by which it Ticketmaster or any Merger Sub or assets of Stockholder’s assets (including the Subject Shares) either are bound, or violate any permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) .

Authority and Non-Contravention. (a) Such Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder is an individualand the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action, and not a corporation, limited liability company, partnership, trust no other proceedings on the part of such Stockholder are necessary to authorize this Agreement or other such entityto consummate the transactions contemplated hereby. (b) Assuming due authorization, execution and delivery of this Agreement by Parentthe Company, this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Such Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by such Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which such Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental Entity, or any applicable Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by such Stockholder of its obligations hereunder. (including e) Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) The Stockholder is an individuala [ ] duly organized, validly existing and in good standing under the laws of the State of [ ]. Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and not a corporation, limited liability company, partnership, trust no other corporate proceedings on the part of Stockholder are necessary to authorize this Agreement or other such entityto consummate the transactions contemplated hereby. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity government authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Parent Shares are bound, or violate any permit of any Governmental Entitygovernment authority, or any Law applicable law or order to which such Stockholder, or any of its assets (including the Subject Parent Shares), may be subject, or (ii) result in the imposition or creation of any Lien lien or encumbrance upon or with respect to any of the assets owned Parent Shares; except, in each case, for conflicts, violations, defaults or used liens or encumbrances that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by the Stockholder of its obligations hereunder. (including e) Stockholder has requisite voting power and requisite power to issue instructions with respect to the Subject matters set forth in Article II hereof and requisite power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Parent Shares) , with no limitations, qualifications or restrictions on such rights, in each case, to the extent permitted by applicable law.

Authority and Non-Contravention. (a) The Stockholder [FOR AN INDIVIDUAL:][Stockholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. Stockholder has all necessary legal capacity to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.][FOR AN ENTITY:][Stockholder is a [ ] duly organized, validly existing and in good standing under the laws of the State of [ ]. Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary [corporate] action, and no other [corporate] proceedings on the part of Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.] (b) Assuming due authorization, execution and delivery of this Agreement by ParentANI, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity Government Authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental EntityGovernment Authority, or any Applicable Law or order Order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by the Stockholder of its obligations hereunder. (including e) Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.

Authority and Non-Contravention. (a) The If such Stockholder is an individual, and not a corporationnatural person, limited liability companysuch Stockholder is duly organized, partnershipvalidly existing and, trust or other such entityto the extent applicable under applicable law, in good standing under the laws of its jurisdiction of organization. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Such Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, Agreement and no other corporate or similar proceedings or actions on the part of such Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. If such Stockholder is a corporation, limited liability company or partnership, such actions have been duly authorized and approved by all necessary corporate, limited liability company or partnership action, as the case may be, of such Stockholder. (c) Such Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval Permit from any Governmental Entity for any of the transactions contemplated hereby, except to the extent as may be required by Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby does or will directly or indirectly (whether with notice or lapse of time or both) (i) in the event such Stockholder is a corporation, limited liability company or partnership, conflict with, result in any violation of or require any consent under any provision of the governing documents of such Stockholder, (ii) conflict with, result in any violation of, require any consent under or constitute a default by such Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which such Stockholder is a party or by which it or any of such Stockholder’s 's assets (including the Subject Shares) are bound, or violate any permit Permit of any Governmental Entity, or any Law law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (iiiii) result in the imposition or creation of any Lien Encumbrance upon or with respect to any of the assets owned or used by such Stockholder (including the Subject Shares) ).

Authority and Non-Contravention. (a) The Stockholder If Shareholder is an individual, and not a corporation, limited liability companyShareholder is a corporation duly organized, partnership, trust or other such entityvalidly existing and in good standing under the Laws of its jurisdiction of organization. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by Stockholder Shareholder and constitutes the legal, valid and binding obligation of StockholderShareholder, enforceable against Stockholder Shareholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder Shareholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, Agreement and no other proceedings or actions on the part of Stockholder Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. If Shareholder is a corporation, such actions have been duly authorized and approved by all necessary corporate action of Shareholder. (c) Stockholder Shareholder is not not, nor will it be be, required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval Permit from any Governmental Entity for any of the transactions contemplated hereby, except to the extent as may be required by (i) Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunderthereunder and (ii) the HSR Act. (d) Neither the execution and delivery of this Agreement by Stockholder Shareholder nor the consummation of the transactions contemplated hereby will will, directly or indirectly indirectly, (whether with notice or lapse of time or both) (i) in the event Shareholder is a corporation, conflict with, result in any violation of or require any consent under any provision of the governing documents of Shareholder, (ii) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder Shareholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder Shareholder is a party or by which it or any of Stockholder’s Shareholder's assets (including the Subject Shares) are bound, or violate any permit Permit of any Governmental Entity, or any Law or order to which such StockholderShareholder, or any of its assets (including the Subject Shares), may be subject; PROVIDED, HOWEVER, that the consent of the Lender will be required under the Security Agreement, or (iiiii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder Shareholder (including the Subject Shares) ).

Authority and Non-Contravention. (a) The Stockholder is an individuala natural person, and not a corporation, limited partnership or limited liability company, partnershipduly organized, trust validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or other such entity. (b) Assuming due authorizationconstituted. Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ParentStockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not not, nor will it be be, required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity government authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Parent Common Stock are bound, or violate any permit of any Governmental Entitygovernment authority, or any Law applicable law or order to which such Stockholder, or any of its assets (including the Subject Shares)Parent Common Stock, may be subject, or (ii) result in the imposition or creation of any Lien lien or encumbrance upon or with respect to any of the assets owned Parent Common Stock; except, in each case, for conflicts, violations, defaults or used liens or encumbrances that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by the Stockholder of its obligations hereunder. (including e) Stockholder has requisite voting power and requisite power to issue instructions with respect to the Subject Shares) matters set forth in Article 1 hereof and requisite power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Parent Common Stock, with no limitations, qualifications or restrictions on such rights, in each case, to the extent permitted by applicable law.

Authority and Non-Contravention. (a) Purchaser has the full corporate power and authority to enter into, execute, deliver and perform this Agreement and all Exhibits to which it is a party. The Stockholder is an individualexecution, delivery and performance of this Agreement and such Exhibits, and the consummation of all transactions contemplated herein and therein, have been duly authorized by all necessary corporate action of Purchaser. This Agreement and such Exhibits, when executed and delivered by Purchaser, shall be valid and binding obligations of Purchaser, enforceable against it in accordance with the terms hereof and thereof; subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that the remedies of specific performance, injunction and other forms of mandatory equitable relief may not a corporationbe available. Except for approvals of governmental authorities, limited liability company, partnership, trust or other such entity. (b) Assuming due authorization, neither the execution and delivery of this Agreement by Parent, this Agreement has been duly nor the execution and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion delivery of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority certificates and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or document set forth as Exhibits hereto nor the consummation of the transactions contemplated hereby. hereby or thereby will (ci) Stockholder conflict with or violate any provision of the Articles or Certificate of Incorporation or By-laws of Purchaser, (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Purchaser, or by which any of Purchaser's assets are bound or affected, or (iii) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of; or accelerate the performance required by or maturity of; or result in the creation of any security interest, lien, charge or encumbrance on any of Purchaser's assets pursuant to any of the terms, conditions or provisions of; any note, bond, mortgage, indenture, permit, license, franchise, lease, contract, or other instrument or obligation to which Purchaser is a party or by which any of its assets are bound or affected. Purchaser is not nor will it be required to make submit any notice, declaration, report or other filing or registration with any governmental or give any notice to, regulatory authority or instrumentality and no approvals or non-objections are required to obtain any consent from, any Person be obtained or made by Purchaser in connection with the execution, delivery or performance by Purchaser of this Agreement or obtain any permit the Exhibits or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) are bound, or violate any permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) thereby.

Authority and Non-Contravention. (a) The If Stockholder is an individual, and not a corporation, limited liability companyStockholder is a corporation duly organized, partnership, trust or other such entityvalidly existing and in good standing under the Laws of its jurisdiction of organization. (b) Assuming due authorization, execution and delivery of this Agreement by Parentthe Company, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, Agreement and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. If Stockholder is a corporation, such actions have been duly authorized and approved by all necessary corporate action of Stockholder. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval Permit from any Governmental Entity for any of the transactions contemplated hereby, except to the extent as may be required by Section 13 or Section 16 of the Securities Exchange Act and the rules promulgated thereunderAct. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) in the event Stockholder is a corporation, conflict with, result in any violation of or require any consent under any provision of the governing documents of Stockholder, (ii) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) are bound, or violate any permit Permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (iiiii) result in the imposition or creation of any Lien Encumbrance upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) ).

Authority and Non-Contravention. (a) Purchaser has the full corporate power and authority to enter into, execute, deliver and perform this Agreement and all Exhibits to which it is a party. The Stockholder is an individualexecution, delivery and performance of this Agreement and such Exhibits, and the consummation of all transactions contemplated herein and therein, have been duly authorized by all necessary corporate action of Purchaser. This Agreement and such Exhibits, when executed and delivered by Purchaser, shall be valid and binding obligations of Purchaser, enforceable against it in accordance with the terms hereof and thereof, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that the remedies of specific performance, injunction and other forms of mandatory equitable relief may not a corporation, limited liability company, partnership, trust or other such entity. (b) Assuming due authorization, be available. Except for approvals of governmental authorities neither the execution and delivery of this Agreement by Parent, this Agreement has been duly nor the execution and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion delivery of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority certificates and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or documents set forth as Exhibits hereto nor the consummation of the transactions contemplated hereby. hereby or thereby will (ci) Stockholder conflict with or violate any provision of the Articles or Certificate of Incorporation or By-laws of Purchaser, (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Purchaser, or by which any of Purchaser's assets are bound or affected, or (iii) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of any security interest, lien, charge or encumbrance on any of Purchaser's assets pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise, lease, contract, or other instrument or obligation to which Purchaser is a party or by which any of its assets are bound or affected. Purchaser is not nor will it be required to make submit any notice, declaration, report or other filing or registration with any governmental or give any notice to, regulatory authority or instrumentality and no approvals or non-objections are required to obtain any consent from, any Person be obtained or made by Purchaser in connection with the execution, delivery or performance by Purchaser of this Agreement or obtain any permit the Exhibits or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) are bound, or violate any permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) thereby.

Authority and Non-Contravention. (a) The If Stockholder is an individual, and not a corporation, limited liability companyStockholder is a corporation duly organized, partnership, trust or other such entityvalidly existing and in good standing under the Laws of its jurisdiction of organization. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, Agreement and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. If Stockholder is a corporation, such actions have been duly authorized and approved by all necessary corporate action of Stockholder. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval Permit from any Governmental Entity for any of the transactions contemplated hereby, except to the extent as may be required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunderAct. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) in the event Stockholder is a corporation, conflict with, result in any violation of or require any consent under any provision of the governing documents of Stockholder, (ii) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) are bound, or violate any permit Permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (iiiii) result in the imposition or creation of any Lien Encumbrance upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) ).

Authority and Non-Contravention. (a) The Stockholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. (b) Assuming due authorization, execution and delivery of this Agreement by Parent, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) are bound, or violate any permit of any Governmental Entity, or any Law or order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by Stockholder (including the Subject Shares) ).

Authority and Non-Contravention. (a) The Stockholder is an individuala natural person, and not a corporation, limited partnership or limited liability company, partnershipduly organized, trust validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or other such entity. (b) Assuming due authorizationconstituted. Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ParentStockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, if any, and no other corporate proceedings on the part of Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not not, nor will it be be, required to make any filing with or give any notice to, or to obtain any consent from, any Person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity government authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Parent Common Stock are bound, or violate any permit of any Governmental Entitygovernment authority, or any Law applicable law or order to which such Stockholder, or any of its assets (including the Subject Shares)Parent Common Stock, may be subject, or (ii) result in the imposition or creation of any Lien lien or encumbrance upon or with respect to any of the assets owned Parent Common Stock; except, in each case, for conflicts, violations, defaults or used liens or encumbrances that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by the Stockholder of its obligations hereunder. (including e) Stockholder has requisite voting power and requisite power to issue instructions with respect to the Subject Shares) matters set forth in Article 1 hereof and requisite power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Parent Common Stock, with no limitations, qualifications or restrictions on such rights, in each case, to the extent permitted by applicable law.

Authority and Non-Contravention. (a) The Stockholder [FOR AN INDIVIDUAL:][Stockholder is an individual, and not a corporation, limited liability company, partnership, trust or other such entity. Stockholder has all necessary legal capacity to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.][FOR AN ENTITY:][Stockholder is a [ ] duly organized, validly existing and in good standing under the laws of the State of [ ]. Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary [corporate] action, and no other [corporate] proceedings on the part of Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.] (b) Assuming due authorization, execution and delivery of this Agreement by Parentthe Company, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and no other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (c) Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person person in connection with the execution, delivery or performance of this Agreement or obtain any permit or approval from any Governmental Entity Government Authority for any of the transactions contemplated hereby, except to the extent required by Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder. (d) Neither the execution and delivery of this Agreement by Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under of or constitute a default by Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which Stockholder is a party or by which it or any of Stockholder’s assets (including the Subject Shares) Shares are bound, or violate any permit of any Governmental EntityGovernment Authority, or any Applicable Law or order Order to which such Stockholder, or any of its assets (including the Subject Shares), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned Subject Shares; except, in each case, for conflicts, violations, defaults or used Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by the Stockholder of its obligations hereunder. (including e) Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Article II hereof and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares) , with no limitations, qualifications or restrictions on such rights.