Common use of Ownership of Subject Shares; Total Shares Clause in Contracts

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, is the record and/or or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares (including, for the avoidance of doubt, such shares of Company Common Stock obtained by such Stockholder pursuant to the conversion described in Section 1.1) and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (ai) any such Lien that may be imposed pursuant to (i) this Agreement and Liens arising hereunder, (ii) any applicable restrictions on transfer under the Securities Act state or federal securities Laws, (iii) any state securities law restrictions on transfer under the Amended and Restated Investment Agreement dated February 20, 2004, none of which Liens described in this clause (iii) shall prohibit, prevent or otherwise delay the Stockholder’s performance of its obligations hereunder, and (biv) community property interests under applicable Law any rights, agreements, understandings or arrangements that represent solely a financial interest in cash received upon sale of the Subject Shares, none of which Liens described in this clause (iv) shall prohibit, prevent or otherwise delay the Stockholder’s performance of its obligations hereunder (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of The Subject Shares listed on Schedule A opposite such Stockholder’s name are constitute all of the only equity interests in the shares of Company Preferred Stock and Company Common Stock beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, hereof and neither such Stockholder does not own any shares of Company Common Stock, Company Stock Options or nor any other interests ininvestment fund affiliated with such Stockholder (other than any Affiliate of such Stockholder that is also a party hereto or Xxxxxxx Growth Fund) holds nor has any beneficial ownership in any other Equity Interest in the Company. Except pursuant to this Agreement, options no Person has any contractual or other right or obligation to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Companysuch Stockholder’s Subject Shares.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the The number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Restricted Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, is the record and/or and beneficial owner (as defined in Rule 13d-3 under the Exchange Act, except that for purposes of Schedule A, all options, warrants, restricted stock units and other similar securities are included even if not exercisable within 60 days of the date hereof) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for (a) any such Lien Encumbrance that may be imposed pursuant to (i) this Agreement and Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law law, (iii) the Company Governing Documents, (iv) that certain Sixth Amended and Restated Investors’ Rights Agreement, dated as of May 13, 2015 and (bv) community property interests under any applicable Law Company Equity Plan or agreements evidencing grants thereunder ((i) through (v), collectively, “Permitted LiensEncumbrances”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of The Subject Shares listed on Schedule A opposite such Stockholder’s name are constitute all of the only equity interests in shares of Company Common Stock, Company Options and Company RSUs and any other securities of the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and law, (b) community property interests under applicable Law or (c) any Lien that would not prevent or materially delay or materially impair such Stockholder’s ability to timely perform its obligations or the consummation by such Stockholder of the transactions contemplated by this Agreement (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests or other securities in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire in any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the OfferOffer or Company Stock Options that are not exercised during the Agreement Period) at all times during the Agreement Period (as defined below) will be, the record and/or or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire in any voting securities of the Company and has no interest in or voting rights with respect to any voting securities of the Company.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests or other securities in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire in any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will beremain, the record and/or or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) ), as is the case on the date hereof, of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the The number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests or other securities in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any Company Securities, including shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the CompanyCompany Securities.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, is the record and/or and / or beneficial owner (as defined in Rule 13d-3 under of the Exchange Act) of all such Stockholder’s of its Subject Shares and has good and, as of the date of Purchaser’s acceptance of the Subject Shares in the Offer, such Stockholder will have good, valid and marketable title to all such of the Subject Shares Shares, in each case, free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other material encumbrances, limitations or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (including any restrictions on the right to vote or otherwise transfer such Subject Shares) (collectively, “Encumbrances”), except for (a) any such Lien Encumbrance that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law laws (collectively, “Permitted LiensEncumbrances”). Except to the extent As of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition)hereof, the number of Subject Shares listed on Schedule A such Stockholder does not own, beneficially or otherwise, any Company Securities other than as set forth opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.Annex I.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for (a) any such Lien Encumbrance that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted LiensEncumbrances”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company shares of Common Stock and Options beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the shares of Company Common Stock beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire in any voting securities of the Company and has no interest in or voting rights with respect to any voting securities of the Company.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire in any voting securities of the Company and has no interest in or voting rights with respect to any voting securities of the Company.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement or in accordance with the Merger Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”)Law. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests or other securities in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire in any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

Ownership of Subject Shares; Total Shares. As of the date hereof, such The Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, is the record and/or or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares of, and has good and marketable title to all such to, the Subject Shares Shares, free and clear of all claims, liens (statutory or other), pledges, mortgages, covenants, title defects, hypothecations, assignments, deposit arrangements, options to purchase, lease or other rights to acquire any Liensinterest or any other encumbrances and security interests of any nature whatsoever (including any restrictions on the right to vote or otherwise transfer such Subject Shares (including any conditional sale or other title retention agreement)), except for (a) any such Lien that may be imposed as provided in this Agreement or pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”)Act. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as As of the date hereof. Other , neither the Stockholder nor any of his Affiliates owns, beneficially or otherwise, any NetScout Common Stock, NetScout Options or other securities of NetScout other than the Subject Shares, Shares (excluding shares as to which such Stockholder does not own currently disclaims beneficial ownership in accordance with applicable law), and neither the Stockholder nor his Affiliate owns or holds any right to acquire any additional shares of Company Common Stock, Company Stock Options any class of NetScout’s capital stock or other securities of NetScout or any other interests in, options to purchase interest therein or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of NetScout other than the CompanySubject Shares.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will beremain, the record and/or or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) ), as is the case on the date hereof, of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement or the Merger Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to Other than any Company RSAs, Company RSUs, Company PSUs and Company DSUs owned or held by such Stockholder (the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition“Owned Equity Awards”), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests or other securities in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other hereof and, other than the Subject Sharesas listed on Schedule A and such Stockholder’s Owned Equity Awards, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any other securities of the Company.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 4.01 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any LiensEncumbrances, except for (a) any such Lien Encumbrance that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law Legal Requirement (collectively, “Permitted LiensEncumbrances”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed (as set forth on Schedule A opposite such Stockholder’s name name) are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common StockShares, RSUs, Company Stock Options or any other interests in, in options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

Ownership of Subject Shares; Total Shares. As of the date hereof, Such Stockholder (together with such Stockholder’s spouse if such Stockholder is, is married and (except with respect to any the Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offerconstitute community property under applicable Law) at all times during the Agreement Period (as defined below) will be, is the record and/or and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for (a) any such Lien Encumbrance that may be imposed pursuant to (ia) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law the Securities Laws (collectively, “Permitted LiensEncumbrances”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares as listed on Schedule A opposite such Stockholder’s name name, there are the only equity no interests in that constitute “voting stock” of the Company beneficially owned or owned of record by which such Stockholder is the “owner” (as such terms are defined in Section 203 of the Corporation Law) as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of time that the Company and has no interest in or voting rights with respect to any securities of Board approved the CompanyMerger Agreement.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof 4.01 or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any LiensEncumbrances, except for (a) any such Lien Encumbrance that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law Legal Requirements (collectively, “Permitted LiensEncumbrances”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that such acquisition), the number of Subject Shares listed (as set forth on Schedule A opposite such Stockholder’s name name) are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common StockShares, RSUs, Company Stock Options Options, Company Warrants or any other interests in, in options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offerhereof) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the The number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company Parent beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Parent Common Stock, Company Stock Options Parent Convertible Securities or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company Parent and has no interest in or voting rights with respect to any securities of the CompanyParent.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will beremain, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) ), as is the case on the date hereof, of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the The number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests or other securities in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any Company Securities, including shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the CompanyCompany Securities.

Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, is and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the term of this Agreement Period (as defined below) will be, the sole record and/or owner (except for any Subject Shares held in “street name” as set forth in Schedule 2.3) and sole beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares [(together with, in the case that Stockholder is married, Stockholder’s spouse to the extent that the Subject Shares constitute community property under applicable Legal Requirements)] and has good and marketable title to all such Subject Shares free and clear of any LiensEncumbrance, except for (ai) any such Lien Encumbrance that may be imposed pursuant to (i) this Agreement and (ii) any applicable transfer restrictions on transfer of general applicability as may be provided under the Securities Act or any state applicable securities law and (b) community property interests under applicable Law laws (collectively, “Permitted Liens”Encumbrances” ). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of The Subject Shares listed on Schedule A opposite such Stockholder’s name are constitute all of the only equity interests in shares of “voting stock” of the Company beneficially owned or owned of record by which such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) as of the time that the Board approved the Merger Agreement. Without limiting the foregoing, as of the date hereof. Other , other than the Subject SharesShares listed on Schedule A opposite such Stockholder’s name [(including any Company Options and Company RSUs)], such Stockholder does not own beneficially or of record, and does not have any shares right to acquire (whether currently, upon lapse of Company Common Stocktime, Company Stock Options following the satisfaction of any conditions, upon the occurrence of any event or any other interests incombination of the foregoing), options to purchase any Shares (or rights to subscribe for or otherwise acquire any securities of the Company and has no convertible into or exercisable or exchangeable or redeemable for Shares) or any interest in or voting rights with respect to any securities of the Companytherein.