Common use of Ownership and Affiliation Clause in Contracts

Ownership and Affiliation. Neither of Parent and Merger Sub is, nor at any time during the last three years has either of them been, an “interested stockholder” (as defined in Section 203 of the DGCL) of the Company. None of Parent, Merger Sub, and to Parent’s knowledge, the other Affiliates of Parent, beneficially owns any shares of Company Common Stock. Neither Parent nor Merger Sub has entered into any contract with any officer or director of the Company in connection with the Transactions.

Ownership and Affiliation. Neither of Parent and Merger Sub is, nor at any time during the last three years has either of them been, an “interested stockholder” (as defined in Section 203 of the DGCL) of the Company. None of Parent, Merger Sub, Sub and to Parent’s knowledge, knowledge the other Affiliates of Parent, Parent beneficially owns any shares of Company Common Stock. Neither Parent nor Merger Sub has entered into any contract with any officer or director of the Company in connection with the Transactions.