Joinder to the Merger Agreement. (a) Stockholder hereby acknowledges and agrees that Stockholder is a Company Stockholder for all purposes of and under the Merger Agreement and, accordingly, agrees to be bound by, as fully as though Stockholder were a signatory thereto, any terms and provisions of Article I, Article VII, Section 9.01, Article X and Article XI of the Merger Agreement that apply to the Company Stockholders. Table of Contents (b) Stockholder hereby irrevocably nominates, constitutes and appoints the Stockholders Representative as Stockholder’s true and lawful agent, proxy and attorney-in-fact, with full power of substitution, to act in the name, place and stead of Stockholder for purposes of executing any documents and taking any actions that the Stockholders Representative may, in its sole discretion, determine to be necessary, desirable or appropriate within the bounds of the Stockholders Representative’s authority under the express terms of the Merger Agreement, including in connection with any claim for indemnification under Article VII of the Merger Agreement or any of the transactions contemplated thereby. The power of attorney granted under this Agreement is intended to secure an interest in property.
Joinder to the Merger Agreement. Securityholder hereby acknowledges and agrees that he, she or it is a Company Stockholder for purposes of the Merger Agreement, and, accordingly, agrees to be bound by the following terms and conditions of the Merger Agreement applicable to Securityholder in the foregoing capacity, as and to the extent applicable to Securityholder, Article I of the Merger Agreement, as fully as though the Securityholder were a signatory thereto, and Securityholder further acknowledges and agrees that if Securityholder is a Participating Stockholder, Securityholder’s receipt of such Securityholder’s applicable portion of the Merger Consideration shall be subject to the terms and conditions of the Acquirer Warrant in the form attached hereto as Exhibit B (Securityholder’s obligations under this Agreement and the Merger Agreement, collectively, the “Securityholder Obligations”). Securityholder’s rights under the Merger Agreement are encumbered by and not separable from the Securityholder Obligations, and any assignee, transferee, or successor in interest to, Securityholder’s rights under the Merger Agreement, whether by contract, operation of law or otherwise, shall receive such rights subject to, and encumbered by, and be required to perform and satisfy, the Securityholder Obligations. For the avoidance of doubt, nothing in this Section 2 shall permit the assignment or transfer of any of Securityholder’s rights under the Merger Agreement to the extent not otherwise permitted by the terms and conditions of the Merger Agreement or this Agreement.
Joinder to the Merger Agreement. (a) The Undersigned Stockholder hereby acknowledges and agrees that it, he or she is a Company Securityholder for all purposes of and under the Merger Agreement and, accordingly, agrees to be bound by, solely in its, his or her capacity as a Company Securityholder as fully as though the Undersigned Stockholder were a signatory thereto, to all of the terms and provisions of the Merger Agreement that expressly apply to Company Securityholders, including but not limited Article XI of the Merger Agreement and the indemnification obligations of a Company Securityholder as set forth in the Merger Agreement (subject to the limitations set forth therein)..
