Common use of Company Securities Clause in Contracts

Company Securities. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties that as of the date of this Agreement, except as disclosed to the Initial Consortium Members as of the date hereof, it and its Affiliates are the sole Beneficial Owner of and has good and valid title to the Company Securities set forth opposite its name in the table under Part I of Schedule B hereto, free and clear of any Liens, other than any Liens pursuant to this Agreement, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Agreement and except as disclosed to the Initial Consortium Members as of the date hereof, subject to the last sentence of this Section 9.2, its and its Affiliates’ Company Securities listed in the table under Part I of Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated in the table under Part I of Schedule B hereto, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), it is and will be the sole record holder and Beneficial Owner of its Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement with respect to its Covered Securities. It has not taken any action described in Section 4.7 hereof. It understands and acknowledges that each member of the Buyer Consortium and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of it contained herein.

Company Securities. (a) Each Party hereby represents share of Common Stock issued and warrants, on behalf of such Party only, outstanding immediately prior to the other Parties Effective Time that as of the date of this Agreement, except as disclosed to the Initial Consortium Members as of the date hereof, it and its Affiliates are the sole Beneficial Owner of and has good and valid title to is owned by the Company Securities set forth opposite its name in the table under Part I of Schedule B hereto, free and clear of or any Liens, other than any Liens pursuant to this Agreement, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles of association Subsidiary of the Company or by Purchaser, Merger Sub or any other Subsidiary of Purchaser (other than shares held in trust accounts, managed accounts, custodial accounts and transfer restrictions imposed the like that are beneficially owned by generally applicable securities Lawsthird parties) shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be canceled and retired in accordance with Section 5.2(a) and any Dissenting Common Stock (as defined in -------------- Section 5.2(c)) shall be converted into the right to receive the Offer -------------- Consideration, payable in cash to the holder thereof, without any interest thereon (the "Merger Consideration"), in accordance with Section 5.3. As of -------------------- ------------ Notwithstanding the foregoing, if between the date of this Agreement and except as disclosed the Effective Time the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (c) Notwithstanding any provision of this Agreement to the Initial Consortium Members contrary, if required by the DGCL but only to the extent required thereby, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders of such shares of Common Stock who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Common Stock") will not be exchangeable for the ----------------------- right to receive the Merger Consideration, and holders of such shares of Dissenting Common Stock will be entitled to receive payment of the appraised value of such shares of Common Stock in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Common Stock will thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company will promptly give Purchaser notice of any demands received by the Company for appraisals of shares of Common Stock. The Company shall not, except with the prior written consent of Purchaser, make any payment with respect to any demands for appraisal or settle any such demands. (d) Subject to Section 5.3, at the Effective Time, each holder of a then- ----------- outstanding option to purchase shares of Common Stock under any plan, program or arrangement of the Company (collectively, the "Stock Option Plans") (true and ------------------ correct copies of which have been provided to Purchaser by the Company), whether or not then exercisable (individually, an "Option" and collectively, the ------ "Options"), shall, in settlement thereof, receive for each share of Common Stock -------- subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). -------------------- Payment for Options shall be made by the Company, subject to the terms and conditions of this Agreement, as soon as practicable after consummation of the Offer. Upon receipt of the Option Consideration therefor, each Option shall be deemed canceled. The surrender of an Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Either prior to or as soon as practicable following the consummation of the Offer, the Board of Directors (or, if appropriate, any committee of the Board of Directors administering the Stock Option Plans) shall adopt such resolutions or take other such actions as are required to cause any Options that are not exercisable as of the date hereof, hereof to become exercisable at the Effective Time. All amounts payable pursuant to this Section 5.2(d) shall be subject to -------------- any required withholding of taxes and shall be paid without interest: (e) The Surviving Corporation's obligation to make the last sentence of this cash payment described in Section 9.2, its and its Affiliates’ Company Securities listed in 5.2(d): (i) shall be subject to obtaining from optionees -------------- any necessary consents to the table under Part I of Schedule B hereto constitute all cancellation of the Ordinary Sharesapplicable Options, Company Options and Company Restricted Share agreements from such optionees releasing any and all rights such optionees may have in respect of the applicable Options; and (and ii) shall not require any other securities convertible, exercisable or exchangeable into or for action that violates any Ordinary Shares) Beneficially Owned or owned of record by itthe Stock Option Plans. Except as otherwise indicated may be agreed to by the parties, the Company shall take all necessary action prior to the consummation of the Offer to assure that (x) the Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled as of the Effective Time and (y) at and after the Effective Time no participant in the table under Part I Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of Schedule B hereto, or contemplated under the PWM SPA, Section 4.9(b) hereofCompany, the PWM Existing Lien, the Parfiled SPA Surviving Corporation or the Parfield Existing Lien (as applicable), it is any Subsidiary thereof and that all such plans will be the sole record holder and Beneficial Owner of its Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement with respect to its Covered Securities. It has not taken any action described in Section 4.7 hereof. It understands and acknowledges that each member of the Buyer Consortium and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of it contained hereinterminated.

Company Securities. (a) At the Effective Time, each share of Common Stock, par value $.25 per share (the "Common Stock") of the Company, together with the associated Rights, issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock owned by Purchaser or Merger Sub or held by the Company or owned or held by any of their respective Subsidiaries, all of which shall be canceled as provided in Section 4.2(c), and other than shares of Dissenting Common Stock) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive cash in the amount of $50.00 per share, without interest (the "Merger Consideration"). Except where the context otherwise requires, all references herein to shares of Common Stock shall include the associated Rights. (b) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of shares of Common Stock (other than Merger Sub, Purchaser, the Company and each of their respective Subsidiaries) shall thereafter cease to have any rights with respect to such shares of Common Stock, except the right to receive, without interest, the Merger Consideration in accordance with Section 4.3 upon the surrender of a certificate or certificates (a "Certificate") representing such shares of Common Stock or, with respect to shares of Dissenting Common Stock, payment of the appraised value of shares of Dissenting Common Stock in accordance with Section 4.5. (c) Each Party hereby represents share of Common Stock issued and warrantsowned or held by Purchaser, on behalf Merger Sub, the Company or any of their respective Subsidiaries at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor. (d) All options (individually, an "Option" and collectively, the "Options") outstanding immediately prior to the Effective Time under any Company stock option plan (the "Stock Option Plans"), whether or not then exercisable, shall be canceled and each holder of an Option will be entitled to receive, for each share of Common Stock subject to an Option, an amount in cash equal to the excess, if any, of the Merger Consideration over the per share exercise price of such Party onlyOption, to the other Parties that as of the date of this Agreement, except as disclosed to the Initial Consortium Members as of the date hereof, it and its Affiliates are the sole Beneficial Owner of and has good and valid title to the Company Securities set forth opposite its name in the table under Part I of Schedule B hereto, free and clear of any Liens, other than any Liens without interest. The amounts payable pursuant to this Agreement, or contemplated under the PWM SPA, Section 4.9(b4.2(d) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles shall be subject to all applicable withholding of association taxes. The Company shall use its reasonable best efforts to obtain all necessary consents of the Company and transfer restrictions imposed by generally applicable securities Laws. As holders of Options to the cancellation of the date of this Agreement and except as disclosed to the Initial Consortium Members as of the date hereof, subject to the last sentence of Options in accordance with this Section 9.2, its and its Affiliates’ Company Securities listed in the table under Part I of Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated in the table under Part I of Schedule B hereto, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable4.2(d), it is and will be the sole record holder and Beneficial Owner of its Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement with respect to its Covered Securities. It has not taken any action described in Section 4.7 hereof. It understands and acknowledges that each member of the Buyer Consortium and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of it contained herein.

Company Securities. Each Party hereby represents (a) At the Effective Time, each share of Common Stock issued and warrants, on behalf of such Party only, outstanding immediately prior to the Effective Time (other Parties that than shares of Common Stock owned by Purchaser or Merger Sub or held by the Company, all of which shall be cancelled, and other than shares of Dissenting Common Stock (as hereinafter defined)) shall, by virtue of the date Merger and without any action on the part of this Agreementthe holder thereof, be converted into the right to receive the per share consideration paid upon consummation of the Offer, without interest (the "Merger Consideration"). (b) As a result of the Merger and without any action on the part of the holder thereof, at the Effective Time, all shares of Common Stock shall cease to be outstanding and shall be cancelled and retired and shall cease to exist, and each holder of shares of Common Stock (other than Merger Sub, Purchaser and the Company) shall thereafter cease to have any rights with respect to such shares of Common Stock, except as disclosed the right to receive, without interest, the Initial Consortium Members as Merger Consideration in accordance with Section 5.3 upon the surrender of a certificate or certificates (a "Certificate") representing such shares of Common Stock. (c) Each share of Common Stock issued and held in the Company's treasury at the Effective Time shall, by virtue of the date hereofMerger, it cease to be outstanding and its Affiliates are the sole Beneficial Owner of shall be cancelled and has good and valid title to the Company Securities set forth opposite its name in the table under Part I of Schedule B hereto, free and clear retired without payment of any Liensconsideration therefor. (d) All outstanding stock options (individually, other than any Liens pursuant to this Agreementan "Option" and, or contemplated under the PWM SPA, Section 4.9(b) hereofcollectively, the PWM Existing Lien, the Parfiled SPA "Options") heretofore granted under any stock option program or the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles of association arrangement of the Company and transfer restrictions imposed by generally applicable securities Laws. As of (collectively, the date of this Agreement and except as disclosed "Stock Option Plans") that are outstanding immediately prior to the Initial Consortium Members as acceptance for payment of the date hereof, subject shares of Common Stock pursuant to the last sentence Offer shall be acquired by the Company at the Effective Time for a cash payment by the Company of this Section 9.2, its and its Affiliates’ Company Securities listed in the table under Part I of Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated in the table under Part I of Schedule B hereto, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), it is and will be the sole record holder and Beneficial Owner of its Covered Securities and has an amount equal to (i) the sole voting powerexcess, if any, of (A) the Merger Consideration over (B) the exercise price per share of Common Stock subject to such Option, multiplied by (ii) the sole power number of disposition shares of Common Stock for which such Option shall not theretofore have been exercised. The Company represents and (iii) the sole power to agree to all warrants that no consents of the matters set forth in this Agreement with respect holders of Options are necessary to its Covered Securitieseffectuate the foregoing cash-out. It has not taken any action described in Section 4.7 hereof. It understands and acknowledges that each member of the Buyer Consortium and its Affiliates have expended, and are continuing Either prior to expend, time and resources in connection with the Transaction in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of it contained herein.or as soon as practicable following the

Company Securities. Each Party hereby represents (a) At the Effective Time, each share of Common Stock issued and warrants, on behalf of such Party only, outstanding immediately prior to the Effective Time (other Parties that than shares of Common Stock owned by Parent, Purchaser or Merger Sub or held by the Company, all of which shall be canceled, and other than the shares of Dissenting Common Stock (as defined in Section 3.5)) shall, by virtue of the date of this Agreement, except as disclosed to Merger and without any action on the Initial Consortium Members as part of the date hereofholder thereof, it and its Affiliates are be converted into the sole Beneficial Owner of and has good and valid title right to receive the Company Securities set forth opposite its name highest per share consideration paid in the table under Part I Offer, without interest (the "Merger Consideration"). (b) As a result of Schedule B heretothe Merger and without any action on the part of the holder thereof, free at the Effective Time, all shares of Common Stock shall cease to be outstanding and clear shall be canceled and retired and shall cease to exist, and each holder of any Liens, shares of Common Stock (other than any Liens pursuant to this AgreementMerger Sub, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles of association of Purchaser and the Company and transfer restrictions imposed by generally applicable securities Laws. As other than shares of the date of this Agreement and except as disclosed Dissenting Common Stock) shall thereafter cease to the Initial Consortium Members as of the date hereof, subject to the last sentence of this Section 9.2, its and its Affiliates’ Company Securities listed in the table under Part I of Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and have any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated in the table under Part I of Schedule B hereto, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), it is and will be the sole record holder and Beneficial Owner of its Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement rights with respect to its Covered Securities. It has not taken any action described such shares of Common Stock, except the right to receive, without interest, the Merger Consideration in accordance with this Section 4.7 hereof. It understands 3.2 and acknowledges that each member Section 3.3 upon the surrender of a certificate or certificates (a "Certificate") representing such shares of Common Stock. (c) Each share of Common Stock issued and held in the Company's treasury at the Effective Time, or held by Merger Sub, Purchaser or Parent, shall, by virtue of the Buyer Consortium Merger, cease to be outstanding and its Affiliates have expendedshall be canceled and retired without payment of any consideration therefor. (d) All options (individually, an "Option" and collectively, the "Options") outstanding immediately prior to the Effective Time under any Company stock option plan, including the Marcam Solutions 1997 Stock Plan (the "1997 Plan") and the Marcam Solutions, Inc. 1997 Non-Employee Director Stock Option Plan (the "Directors Plan") (the "Stock Option Plans"), whether or not then exercisable, and are continuing all warrants to expendacquire shares of Common Stock (individually, time a "Warrant" and resources in connection with collectively, the Transaction in reliance upon its execution "Warrants") outstanding immediately prior to the Effective Time, whether or not then exercisable, and delivery all rights (individually, a "Purchase Right" and collectively, the "Purchase Rights") to purchase shares of this Agreement and Common Stock under the representations, warranties, covenants and other agreements of it contained herein.Company's 1997 Employee Stock Purchase

Company Securities. Each Party hereby represents and warrants, on behalf of such Party only, (a) Not less than three (3) Business Days prior to the other Parties that as of the date of this AgreementClosing Date, except as disclosed to the Initial Consortium Members as of the date hereof, it and its Affiliates are the sole Beneficial Owner of and has good and valid title to the Company Securities set forth opposite its name shall deliver to Parent a schedule, substantially in the table under Part I of Schedule B hereto, free and clear of any Liens, other than any Liens pursuant to this Agreement, or contemplated under form attached as Exhibit C (the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable“Allocation Schedule”), or arising under the IRAs or the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Agreement and except as disclosed to the Initial Consortium Members as of the date hereof, subject to the last sentence of this Section 9.2, its and its Affiliates’ Company Securities listed in the table under Part I of Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated in the table under Part I of Schedule B hereto, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), it is and will be the sole record holder and Beneficial Owner of its Covered Securities and has setting forth (i) the sole voting powernumber of shares and class of Company Common Stock held by the Company Holders, the number of B Ordinary Shares held by the holders of B Ordinary Shares and the number of Company Subsidiary Options held by the holders of Company Subsidiary Options, the weighted average exercise price thereof and the number of Replacement Parent Options to be issued to the holders of Company Subsidiary Options, (ii) the sole power number of disposition and shares of Parent Class B Common Stock to be allocated, directly or indirectly, to the Founders, (iii) the sole power number of shares of Company Common Stock, if any, to agree be issued to all the holders of Company Private Raise Convertible Notes, if any, (iv) the number of shares of Company Common Stock issued, or to be issued, to a person who becomes a party to the Transaction Support Agreement after the date hereof and (v) the allocation of such Aggregate Company Consideration and (vi) a certification, duly executed by an authorized officer of the matters set forth in this Agreement with respect Company, that the information delivered pursuant to its Covered Securities. It has not taken any action described in Section 4.7 hereof. It understands clauses (i) through (v) is, and acknowledges that each member will be as of immediately prior to the Effective Time, to the actual knowledge of such authorized officer of the Buyer Consortium Company, true and correct in all material respects. Following delivery of the Allocation Schedule, the Company shall review and consider in good faith any comments to the Allocation Schedule provided by Parent or any of its Affiliates have expendedRepresentatives. The Allocation Schedule finalized hereunder shall be used for purposes of issuing the Aggregate Company Consideration to the Company Holders (which, for the avoidance of doubt, at such time will include the owner of record of the shares of Company Class A Common Stock, if any, to be issued to the holders of Company Private Raise Convertible Notes, if any) pursuant to and in accordance with the Merger. (b) In accordance with the terms of the Company Notes, (i) the Company AMD Convertible Notes shall be repaid in cash in full upon the earlier of (x) the consummation of the Closing on the Closing Date, (y) April 30, 2023, and are continuing (z) the date on which W3BCLOUD Partners Limited or W3BCLOUD Limited notifies the holder of the Company AMD Convertible Notes that it no longer intends to expendpursue the Transactions, time and resources in connection (ii) the Company Xx Xxxxx Notes outstanding immediately prior to the Merger shall be repaid pursuant to the terms of the Company Xx Xxxxx Note Instrument, as such terms may be amended or modified prior to Closing, (iii) the Company Jupiter Convertible Note shall convert into the Jupiter Shares, with the effect from the issuance of the Jupiter Shares the Company’s obligations under the Company Jupiter Convertible Note shall lapse and be irrevocably discharged and released by Jupiter in all respects and shall be of no further effect, in each case, in accordance with the Company Jupiter Convertible Note, and (iv) the Company Private Raise Convertible Notes, if any, shall be converted into Company Class A Common Stock immediately prior to the Merger, or, at the option of the holders thereof, be exchanged for the Private Placement Securities or the securities to be issued in a Transaction Financing. (c) Prior to the Merger, each B Ordinary Share that is issued and outstanding shall be acquired by the Company in reliance upon its execution exchange for shares of Company Class A Common Stock on a one-for-one basis, and delivery at the Effective Time, such shares of this Agreement Company Class A Common Stock shall be converted into and become the representations, warranties, covenants and other agreements of it contained hereinright to receive the Company Class A Per Share Consideration pursuant to the Merger.

Company Securities. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties that as (1) The authorized capital stock of the date Company consists of this Agreement1,000,000 shares of Company Common Stock, except as disclosed of which 376,020 shares are outstanding. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and non-assessable and are not subject to any Adverse Right (and were not issued in violation of any preemptive rights). The Company does not have any Rights issued or outstanding, any shares of Company Common Stock reserved for issuance or any commitment to authorize, issue or sell any Company Common Stock or any Rights. The Company has no commitment to redeem, repurchase or otherwise acquire, or to register with the Initial Consortium Members as SEC, any shares of Company Common Stock. (2) The sale and delivery of the date hereofshares of Company Common Stock as contemplated by this Agreement is not subject to any Adverse Right or other restriction. Collectively, it and its Affiliates the Shareholders (i) are the sole Beneficial Owner of record and has beneficial owners of, and have good and valid title to to, all of the shares of Company Securities set forth opposite its name in the table under Part I of Schedule B heretoCommon Stock, free and clear of any LiensLiens or Adverse Rights, other than and no authorization for any Liens pursuant to this Agreement, such Lien or contemplated under Adverse Right has been given and (ii) control one hundred percent (100%) of the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles of association voting power of the Company required to vote on, or give its written consent to, the Merger and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Agreement and except as disclosed transactions contemplated hereby. (3) There are no voting trusts, proxies, stockholder agreements or other agreements or understandings with respect to the Initial Consortium Members voting of shares of Company Common Stock other than the Shareholders’ commitments in Section 2.04. (4) The Company has Previously Disclosed a list of all bonds, debentures, notes or other obligations that have been issued by the Company or any of its Subsidiaries as of the date hereof, subject to the last sentence of this Section 9.2, its hereof (other than deposits and its Affiliates’ Company Securities listed other short-term obligations issued and outstanding in the table under Part I of Schedule B hereto constitute all ordinary course), which list includes a description of the Ordinary Sharesterms and conditions on which such bonds, debentures, notes or other obligations may be redeemed by it or any of its Subsidiaries. Neither the Company Options and Company Restricted Share nor any of its Subsidiaries have outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (and any other securities convertible, exercisable or exchangeable which are convertible into or exercisable for securities having the right to vote) on any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated in the table under Part I of Schedule B hereto, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), it is and will be the sole record holder and Beneficial Owner of its Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement with respect to its Covered Securities. It has not taken any action described in Section 4.7 hereof. It understands and acknowledges that each member of the Buyer Consortium and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of it contained hereinmatter.

Company Securities. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties that as of the date of this Agreement, except as disclosed to the Initial Consortium Members as of the date hereofsuch Party or his, it and her or its Affiliates are the sole Beneficial Owner of and has good and valid title to the Company Securities set forth opposite its the name of such Party in the table under Part I of Schedule B A hereto, free and clear of any Liens, other than any Liens pursuant to this Agreement, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Agreement and except as disclosed to the Initial Consortium Members as of the date hereofAgreement, subject to the last sentence of this Section 9.2, its and its Affiliates’ the Company Securities listed in the table under Part I of Schedule B A hereto constitute all of the Ordinary Sharesshares of Common Stock, Company Options and Company Restricted Share RSUs (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Sharesshares of Common Stock) Beneficially Owned or owned of record by itsuch Party and his, her or its Affiliates. Except as otherwise indicated in the table under Part I of Schedule B A hereto, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), it such Party is and will be the sole record holder and Beneficial Owner of its the Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement with respect to its the Covered Securities. It Such Party has not taken any action described in Section 4.7 hereof. It Such Party understands and acknowledges that each member of the Buyer Consortium and his, her or its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its the execution and delivery by such Party of this Agreement and the representations, warranties, covenants and other agreements of it such Party contained herein.

Company Securities. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties that as of the date of this Agreement, except as disclosed to the Initial Consortium Members as of the date hereof, it and such Party and/or its or his Affiliates are the have sole or shared (together with its or his Affiliates) Beneficial Owner Ownership of and has good and valid title to the Company Securities set forth opposite its such Party’s name in the table under Part I of Schedule B A hereto, free and clear of any Liens, other than any Liens pursuant to this Agreement, Agreement or contemplated under the PWM SPA, Section 4.9(b) hereofSPAs, the PWM Support Agreement, the Centurium Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable)Lien, or arising under the IRAs or (if applicable), the memorandum or articles of association of the Company and transfer restrictions imposed by generally or applicable securities Laws. As of the date of this Agreement and except as disclosed to the Initial Consortium Members as of the date hereof, subject to the last sentence of this Section 9.28.2, the Covered Securities of such Party and his or its and its Affiliates’ Company Securities Affiliates listed in the table under Part I of Schedule B A hereto constitute all of the Ordinary Shares, Company Options and Options, Company Restricted Share Awards and Company RSU Awards (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by itsuch Party and his or its Affiliates. Except As of the date of this Agreement and except as otherwise indicated in the table under Part I of Schedule B A hereto, or contemplated under the PWM SPA, Section 4.9(b) hereofSPAs, the PWM Centurium Existing Lien, the Parfiled SPA Lien or the Parfield Existing Lien (as applicable), it such Party or an Affiliate of such Party is and will be the sole record holder (or the sole holder, whose holdings are held in a brokerage or custodian account) and is the sole or shared (together with its or his Affiliates) Beneficial Owner of its or his Covered Securities and has (i) the sole or shared (together with its or his Affiliates) voting power, (ii) the sole or shared (together with its or his Affiliates) power of disposition and (iii) the sole or shared (together with its or his Affiliates) power to agree to all of the matters set forth in this Agreement with respect to its or his Covered Securities. It has not taken any action described in Section 4.7 hereof. It Such Party understands and acknowledges that each member of the Buyer Consortium and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of it contained herein.

Company Securities. Each Party hereby represents and warrants, on behalf of such Party only, to Other than the other Parties that as Company Shares disclosed in Section 3.04(a) of the date of this AgreementDisclosure Schedule, except as the Company Options disclosed to the Initial Consortium Members as in Section 3.04(b) of the date hereofDisclosure Schedule and the Convertible Notes disclosed in Section 3.04(c) of the Disclosure Schedule, it and its Affiliates there are no issued or outstanding: (i) shares of capital stock of the sole Beneficial Owner of and has good and valid title to Company; (ii) bonds, debentures, notes, or other indebtedness issued by the Company Securities set forth opposite or any of its name in Subsidiaries (A) having the table under Part I of Schedule B hereto, free and clear of right to vote on any Liens, other than any Liens pursuant to this Agreement, matters on which stockholders or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles of association equityholders of the Company and transfer restrictions imposed by generally applicable or any of its Subsidiaries may vote (or that is convertible into, or exchangeable for, securities Laws. As having such right) or (B) the value of which is directly based upon or derived from the capital stock, voting securities, or other ownership interests of the date Company or any of this Agreement and except as disclosed to its Subsidiaries (the Initial Consortium Members as items in clause (ii), collectively, “Voting Debt”); (iii) securities of the date hereofCompany or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of the Company or Voting Debt; (iv) options, subject warrants, or other Contracts to acquire from the last sentence Company or any of this Section 9.2its Subsidiaries, or obligations of the Company or any of its and Subsidiaries to issue, any shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company or Voting Debt; or (v) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company or any of its Affiliates’ Company Securities listed in the table under Part I of Schedule B hereto constitute Subsidiaries (all of the Ordinary Sharesforegoing items in this Section 3.04(d), collectively, “Company Options and Securities”). There are no outstanding Contracts requiring the Company Restricted Share (and any other securities convertibleto repurchase, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated in the table under Part I of Schedule B heretoredeem, or contemplated under otherwise acquire any Company Securities. There are no voting trusts or Contracts to which the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), it Company is and will be the sole record holder and Beneficial Owner of its Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement a party with respect to its Covered the voting of any Company Securities. It has not taken any action described in Section 4.7 hereof. It understands and acknowledges that each member of the Buyer Consortium and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of it contained herein.

Company Securities. Each Party hereby represents In the event of a Tender Offer for any equity or debt securities issued by the Company ("Company Securities"), and warrantsexcept to the extent that ERISA shall otherwise require, on behalf unless otherwise provided in an investment manager agreement, the Trustee shall exercise no discretion to tender, sell or exchange any such securities that are allocated to a Participant's or Beneficiary's account, but instead (i) shall follow the instructions of such Party onlyperson as to whether Company Securities allocated to his or her account shall be tendered, sold or exchanged pursuant to the other Parties that as Tender Offer (and shall follow any further instructions of such person concerning any related elections to be made) or (ii) if no such instructions are received within the date of this Agreementprescribed time period, except as disclosed shall not tender, sell or exchange any Company Securities allocated to his or her account. Except to the Initial Consortium Members extent that ERISA shall otherwise require, and unless otherwise provided in an investment manager agreement, with respect to any matter duly submitted for action to the holders of any class or series of Company Securities the Trustee shall exercise no voting discretion with respect to Company Securities that are allocated to a Participant's or Beneficiary's account, but instead (i) shall follow the instructions of such person as of to how Company Securities allocated to his or her account shall be voted or (ii) if no such instructions are received within the date hereofprescribed time period, it and its Affiliates are the sole Beneficial Owner of and has good and valid title to shall vote the Company Securities set forth opposite its name allocated to such person's account in the table under Part I same proportion as it will vote Company Securities for which it has received timely instructions. Except to the extent that ERISA shall otherwise require, and unless otherwise provided in an investment manager agreement, with respect to any other rights similar to tender or voting rights, the Trustee shall exercise no discretion with respect to Company Securities that are allocated to a Participant's or Beneficiary's account, but instead (i) shall follow the instructions of Schedule B heretosuch person as to the exercise of such rights or (ii) if no such instructions are received within the prescribed time period, free shall not exercise any such rights with respect to Company Securities allocated to such person's account. The Administrator or Recordkeeper shall furnish the Trustee with the name of each affected Participant or Beneficiary and clear with the number of any Liensshares of Company Securities allocated to such Participant's or Beneficiary's Account as close in time as practicable to the record date fixed for the determination of shareholders entitled to tender or vote and shall provide such other information and assistance as the Trustee shall reasonably request. The Trustee shall act in accordance with appropriate instructions received from the Administrator or Recordkeeper, other than any Liens as the case may be, pursuant to the provisions of this AgreementSection, by such written, telephonic or contemplated under electronic means and within such time period as may be prescribed by the PWM SPATrustee (or an independent fiduciary, Section 4.9(b) hereofin the case of a matter determined by the Administrator to involve the potential for undue employer influence). With respect to any unallocated Company Securities, except to the extent ERISA shall otherwise require and unless otherwise provided in an investment manager agreement, the PWM Existing LienTrustee shall vote such Company Securities in the same proportion as Company Securities allocated to Participant's or Beneficiary's accounts for which it has received timely voting instructions and shall not tender, sell or exchange any unallocated Company Securities (or make any related elections) in the event of a Tender Offer for any Company Securities, nor exercise other rights similar to voting or tender rights. The Administrator shall establish procedures designed to safeguard the confidentiality of information relating to the purchase, holding and sale of Company Securities, and the exercise of voting, tender and similar rights with respect thereto, by Participants and Beneficiaries. The Administrator shall be responsible for ensuring that such procedures meet the requirements of ERISA Reg. Section 2550.404c-1(d)(2). In the event the Administrator determines that a particular situation involves a potential for undue employer influence upon Participants and Beneficiaries within the meaning of ERISA Reg. Section 2550.404c-1(d)(2), the Parfiled SPA or Administrator shall promptly appoint an independent fiduciary to perform the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles of association role of the Company and transfer restrictions imposed by generally applicable securities LawsAdministrator to carry out activities with respect to such situation. As Such independent fiduciary shall not be a person affiliated with an Employer within the meaning of the date of this Agreement and except as disclosed to the Initial Consortium Members as of the date hereof, subject to the last sentence of this ERISA Reg. Section 9.2, its and its Affiliates’ Company Securities listed in the table under Part I of Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it2550.404c-1(e)(3). Except as the Administrator shall otherwise indicated in the table under Part I of Schedule B heretodetermine, a Tender Offer shall be deemed to involve a potential for undue employer influence upon Participants or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), it is and will be the sole record holder and Beneficial Owner of its Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement with respect to its Covered Securities. It has not taken any action described in Section 4.7 hereof. It understands and acknowledges that each member of the Buyer Consortium and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of it contained hereinBeneficiaries.