Common use of Representations and Warranties of Holder Clause in Contracts

Representations and Warranties of Holder. Holder represents and warrants that: (a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shares. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (c) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (d) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreement.

Representations and Warranties of Holder. Holder hereby represents and warrants thatto Parent as follows: (a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Sharesaddress and email address set forth on the signature page hereto are accurate and complete. (b) If Xxxxxx Holder has completed the investor questionnaire attached hereto as Exhibit A, and the information set forth therein is a natural person, he or she has all the requisite power accurate and authority complete. Holder understands and has taken all action necessary in order acknowledges that Parent is relying on such investor questionnaire to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If determine whether Holder is not a natural personan accredited investor within the meaning of Rule 501 of Regulation D promulgated by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (i) it the “Securities Act”), and is a legal entity duly organized, validly existing and, using such information for purposes of confirming the availability of an exemption to the extent such concept is applicable, in good standing registration requirements under the laws of Securities Act in connection with issuing the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary Parent Shares in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityMerger. (c) The If Holder is an entity, it has all requisite power and authority or, if Holder is an individual, he/she has the legal capacity, to enter into this Agreement and any other agreement to which Holder is, or is to be, a party in connection with the Merger (this Agreement and such other agreements (if any), collectively, the “Holder Agreements”), and to perform its, his or her covenants and obligations hereunder and, if applicable, thereunder. If Holder is an entity, the execution and delivery of this Agreement by Xxxxxx does not, the Holder Agreements and the performance by Holder of its covenants and obligations hereunder will not, (i) conflict with or result in a violation of under the organizational documents Holder Agreements have been duly authorized by all necessary action on the part of Holder (if and no further action is required on the part of Holder is not a natural person) to authorize the Holder Agreements or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its covenants and obligations under this Agreementhereunder or, if applicable, thereunder. This Agreement and the other Holder Agreements have been, or will be upon execution by Holder, duly executed and delivered by Holder, and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of Holder, enforceable against Holder in accordance with their respective terms, subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. (d) As of the date hereof, there is no Action of this Agreementany nature pending, or to the knowledge of Holder, threatened, against Holder or any of Holder’s properties (whether tangible or intangible) or, if Holder is an entity, any of Holder’s officers or directors (in their capacities as such), arising out of or relating to: (i) Holder’s beneficial ownership of Company Interests or any right to acquire the same, (ii) Holder’s capacity as a Company Member, (iii) the Holder Agreements, the Merger Agreement, or any of the Contracts or the transactions contemplated hereby or thereby, (iv) any contribution, assignment, sale or other transfer of assets (tangible and intangible) by Holder (or any of its Affiliates) to the Company or any of its Affiliates, or (v) any other Contract between Holder (or any of its Affiliates) and the Company or any of its Affiliates, nor to the actual knowledge of Holder is there any reasonable basis therefor. As of the date hereof, there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority Action pending against Holder or, to the knowledge of Holder, threatened against Holder with respect to which Holder has the right, pursuant to Contract, the Laws of the State of California or otherwise, to indemnification from the Company or any of its Affiliates related to facts and circumstances existing prior to the date hereof. (e) The execution and delivery by Holder of this Agreement and each other Holder Agreement (if any), and the performance by Holder of its, his or her covenants and obligations hereunder and, if applicable, thereunder will not conflict with (i) any provision of the charter documents of Holder if Holder is an entity, (ii) any Contract to which Holder or any of its, his or her properties or assets is subject, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holder or its, his or her properties or assets. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of Holder in order to enable Holder to execute and deliver this Agreement and each other Holder Agreement (if any), and perform its, his or her covenants and obligations hereunder and, if applicable, thereunder. (f) Holder (i) has received a copy of the Merger Agreement, this Agreement and each other Holder Agreement (if any), (ii) has had the opportunity to carefully read each such agreement, (iii) has discussed the foregoing with Holder’s professional advisors to the extent Holder has deemed necessary and (iv) understands his, her or its obligations hereunder or thereunder. (g) Holder is the sole record and beneficial owner of, and has the sole right to vote, if applicable, and to dispose of, the Company Interests set forth on the signature page hereto (collectively, the “Holder Securities”) (subject to, in the case of individuals, applicable community property laws, if any), and such Holder Securities are, or as of the Closing will be, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind. Holder is not a party to or subject any Contract with respect to the provisions voting of equity securities of the Company or relating to the allocation of the Merger Consideration in a manner that is inconsistent with the terms of the Merger Agreement, this Agreement and each other Holder Agreement (if any). Other than the Holder Securities, Holder does not beneficially own any other securities of the Company or rights to acquire securities of the Company. (h) Holder has not (i) Transferred any of the Holder Securities, or any interest therein, (ii) granted any options, warrants, calls or any other rights to purchase or otherwise acquire any such Holder Securities or any interest therein, or (iii) entered into any Contract with respect to any of the matters contemplated by clauses (i) or (ii). (i) Holder is not obligated for the payment of any orderfees or expenses of any investment banker, judgmentbroker, injunctionadvisor, decreefinder or similar party in connection with the origin, writnegotiation or execution of the Merger Agreement, stipulationthis Agreement and each other Holder Agreement (if any), determination or awardin connection with the Merger or any other transaction contemplated thereby (except to the extent Holder bears any liability therefor pursuant to the terms of the Merger Agreement, in this Agreement and each caseother Holder Agreement (if any)). Neither Parent nor the Company shall incur any Liabilities, either directly or indirectly, to any investment banker, broker, advisor, finder or similar party as a result of the Merger Agreement, this Agreement and each other Holder Agreement (if any) or the Merger or any other transaction contemplated thereby due to arrangements entered into by or Holder with any governmental authoritysuch investment banker, in each casebroker, that questions the beneficial advisor, finder or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreementsimilar party.

Representations and Warranties of Holder. The Holder hereby represents and warrants thatto Issuer as follows: (a) a. The Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shares. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity company duly organized, validly existing and, to the extent such concept is applicable, and in good standing under the laws of the jurisdiction of its organization and (ii) set forth in the preamble to this Agreement. b. The Holder has all requisite corporate or other necessary power and authority to enter into and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under carry out this Agreement and to consummate the transactions contemplated herebyAgreement. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a is the valid and binding agreement obligation of Holder the Holder, enforceable against Holder in accordance with its terms, subject to applicable except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws and similar laws principles now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally in general and subject, as to enforceability, to by general principles of equityequity and except that the enforcement of the indemnity provisions of Paragraph 5 may be limited by federal or state securities laws, other laws or the public policy underlying any of such laws. (c) The execution c. Neither the execution, delivery and delivery performance by the Holder of this Agreement by Xxxxxx does notnor the consummation of the transactions contemplated hereby, and the performance by Holder of its obligations hereunder will not, will: (i) conflict with violate any provision of any statute or result in a violation law or any judgment, decree, order, regulation or rule of the organizational documents of Holder (if Holder is not a natural person) any court or applicable law governmental authority to which the Holder or the Holder’s Shares any of its properties or assets is subject, which violation could have, singly or in the aggregate, a material adverse effect on the Holder or its ability to perform its obligations under this Agreement; or (ii) require violate, breach, constitute a default under, permit the termination or acceleration of, or result in the creation of any consent or approval that has not been given or other action that has not been taken by Lien upon any Person (including material property of the Holder under any contract binding upon agreement, instrument or obligation to which the Holder is a party or by which the Holder or any Holder’s Shares)of its properties or assets is bound, which violation, breach, default, termination, acceleration or Lien could have, singly or in each casethe aggregate, a material adverse effect on the Holder its ability to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of perform its obligations under this Agreement. d. No notice to or filing with, and no authorization, consent or approval of, any domestic or foreign court or any public or governmental body or authority is necessary for the consummation by the Holder of the transactions contemplated by this Agreement or the receipt of the Exchange Shares except: (di) As as may be required under the 1933 Act, the securities or Blue Sky laws of any jurisdiction or the corporate laws of the State of Nevada; (ii) notices or filings of which the failure to give or make, or authorizations, consents and approvals of which the failure to obtain, is based on information given to the Holder by Issuer with respect to Issuer or Issuer's business, operations or ownership; and (iii) notices or filings of which the failure to give or make, and authorizations, consents and approvals of which the failure to obtain, would not individually or in the aggregate, have a material adverse effect on the Holder or adversely affect Holder's ability to consummate the transactions contemplated by this Agreement. e. The Holder is acquiring the Exchange Shares solely for the Holder's own account and not with a view to, or for resale in connection with, any distribution thereof. The Holder understands that the Exchange Shares have not been registered under the 1933 Act by reason of specified exemptions therefrom which depend upon, among other things, the bona fide nature of the Holder's investment intent as expressed in this Subparagraph (e). f. The Holder understands that the Exchange Shares may not be sold, transferred or otherwise disposed of without registration and/or qualification under the 1933 Act and any applicable state securities laws or Blue Sky Laws, or an exemption therefrom, and that in the absence of appropriate registration and/or qualification, or exemption therefrom, the Exchange Shares must be held indefinitely. The Holder further understands that the Issuer will take no action to effect or facilitate such registration and/or qualification for at least four years from the date of this Agreement. The Holder will not sell, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation transfer or inquiry, otherwise dispose of the Exchange Shares except pursuant to appropriate registration and/or qualification or any proceeding or investigation, by or before any governmental authority pending against an appropriate exemption therefrom. The Holder or, agrees to the placement of a legend on the certificate or certificates representing the Exchange Shares setting forth the foregoing restrictions. g. The Holder has such knowledge and experience in financial and business matters and in making investments of Holder, threatened against this type that it is capable of evaluating the merits and risks of acquiring the Exchange Shares. h. The Holder and (ii) Holder is not a party has been furnished access to or subject Issuer's business records relating to the provisions Exchange Shares, and such additional information and documents as the Holder has requested, and has been afforded an opportunity to ask questions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions and receive answers from representatives of Issuer concerning the beneficial or record ownership of the Holder’s Shares or the validity terms and conditions of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect and the performance acquisition of the Exchange Shares. i. The Holder is an "accredited investor," as such term is defined in Rule 501(a) promulgated by Holder of its obligations the Securities and Exchange Commission under this Agreementthe 1933 Act.

Representations and Warranties of Holder. Each Holder hereby represents and warrants thatas follows: (a) Such Holder and/or certain (i) is the record and beneficial owner of its controlled affiliates Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (x) restrictions on transfer under applicable securities laws, or (y) this Agreement), and (ii) does not beneficially own any securities of Aevi (including options, warrants or convertible securities) other than the HolderSubject Securities and that certain Secured Convertible Promissory Note, dated as of March 29, 2019, as amended to date, between Aevi and The Children’s SharesHospital of Philadelphia. (b) If Xxxxxx Such Holder has the sole right to transfer, to vote (or cause to vote) and to direct (or cause to direct) the voting of the Subject Securities, and none of the Subject Securities are subject to any voting trust or other agreement, arrangement or restriction with respect to the transfer or the voting of the Subject Securities (other than restrictions on transfer under applicable securities laws), except as set forth in this Agreement. (c) Such Holder, if it is a natural personan entity, he or she has all the requisite power and authority and or, if such Holder is an individual, has taken all action necessary in order the legal capacity, to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. . (d) This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization such Holder and execution by each other party hereto, constitutes a valid and binding agreement obligation of such Holder and, assuming due authorization, execution and delivery by the other Parties hereto, is enforceable against such Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (ce) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder There is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each caseno Action pending or, to the extent knowledge of such consentHolder, approval threatened in writing against such Holder at law or other action would prevent, enjoin equity before or by any Governmental Entity that could reasonably be expected to impair or materially delay the performance by such Holder of its obligations under this Agreement. (d) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation Agreement or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the otherwise adversely impact such Holder’s Shares or the validity of this Agreement or would reasonably be expected ability to prevent or materially delay, impair or adversely affect the performance by Holder of perform its obligations under this Agreementhereunder.

Representations and Warranties of Holder. Holder represents and warrants that: (a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shares. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (cb) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (dc) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreement.

Representations and Warranties of Holder. Holder represents 3.1 The execution and warrants that: (a) Holder and/or certain delivery of its controlled affiliates beneficially own this Warrant, and the consummation of the transactions and obligations contemplated hereby have been duly and validly authorized by all necessary action on Holder’s Shares. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebypart. This Agreement Warrant has been duly and validly executed and delivered by Xxxxxx and, assuming due authorization Holder and execution by each other party hereto, constitutes a is the valid and binding agreement obligation of Holder Holder, enforceable against Holder in accordance with its terms, subject terms except to the extent the enforceability hereof is limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar other laws affecting creditors’ rights generally and subjectby equitable principles (regardless of whether enforcement is sought in equity or at law). 3.2 Holder hereby warrants and represents that Holder is (a) acquiring this Warrant, and any Warrant Shares issued upon exercise of this Warrant, for Holder’s own account, not as a nominee or agent, and not with a view to their resale or distribution, and that Holder has no present intention of selling, granting any participation in, or otherwise distributing the same and (b) Holder is an “accredited investor” as such term is defined under Rule 501 promulgated under the Securities Act of 1933, as to enforceability, to general principles of equityamended (the “1933 Act”). (c) The execution 3.3 Holder is aware of the Company’s business affairs and delivery financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Agreement Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access. 3.4 Holder acknowledges that this Warrant has not been registered under the 1933 Act, on the ground that the issuance of this Warrant is exempt from registration pursuant to Section 4(a)(2) of the 1933 Act, and that the Company’s reliance on such exemption is predicated on the representations of Holder set forth herein. 3.5 In connection with the investment representations made herein, Holder represents that it is able to fend for itself in the transactions contemplated by Xxxxxx does notthis Warrant, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment, has the ability to bear the economic risks of its investment and has been furnished with and has had access to such information as it has requested and deemed appropriate to its investment decision. 3.6 Holder hereby confirms that Holder has been informed that this Warrant, and the performance by Warrant Shares issued upon exercise of this Warrant, are restricted securities under the 1933 Act and may not be resold or transferred unless this Warrant, or the Warrant Shares issued upon exercise of this Warrant, as the case may be, are first registered under the federal securities laws or unless an exemption from such registration is available. Holder acknowledges that the Company has no obligation to register the Warrant Shares. Holder hereby acknowledges that Holder is prepared to hold this Warrant, and the Warrant Shares issued upon exercise of its obligations hereunder will notthis Warrant, (i) conflict with or result in a violation for an indefinite period and that Holder is aware that Rule 144 of the organizational documents Securities and Exchange Commission issued under the 1933 Act is not presently available to exempt the issuance of this Warrant from the registration requirements of the 1933 Act. Notwithstanding the foregoing, the Company will work with Holder in good faith to take commercially reasonable efforts to remove any restrictive legends on the Warrant Shares, including by providing the transfer agent with an appropriate opinion of counsel, as soon as counsel to the Company determines that there is no legal requirement to maintain such restrictive legends. 3.7 Holder hereby agrees that Holder shall make no disposition of this Warrant or the Warrant Shares issued upon exercise of this Warrant unless and until Holder shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition and provided the Company with assurances and, upon request of the Company, with an opinion of counsel, at the expense of Holder or its transferee, reasonably satisfactory to the Company, that (if Holder is a) the proposed disposition does not a natural person) or applicable law to which Holder or require registration of the Holder’s Warrant Shares is subjectunder the 1933 Act, or (iib) require all appropriate action necessary for compliance with the registration requirements of the 1933 Act or of any consent or approval that exemption from registration available under the 1933 Act has not been given or other action that has not been taken taken. 3.8 Holder agrees to be bound by any Person and comply with the limitations on transfer contained in the Bylaws of the Company (including under any contract binding upon Holder or any Holder’s Sharesthe “Bylaws”), in each caseincluding, to but not limited to, Article X (Restriction on Transfer) of the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this AgreementBylaws. (d) As 3.9 In order to reflect the restrictions on disposition of the date Warrant Shares, the stock certificates or book-entry entitlements for the Warrant Shares will be endorsed with restrictive legends set forth below or similar legends, together with any other legends that may be required by state or federal securities laws, the Company’s Certificate of this AgreementIncorporation (“Charter”) or Bylaws, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiryany other agreement affecting the Warrant Shares between Holder and the Company, or any proceeding or investigationother agreement applicable to Holder: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, by or before any governmental authority pending against AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A 180 DAY MARKET STAND-OFF RESTRICTION AS SET FORTH IN A CERTAIN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE BYLAWS OF THE COMPANY.” 3.10 Holder or, to the knowledge of Holder, threatened against Holder hereby represents and (iiwarrants that it is an organization qualified under section 170(c)(2) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity Internal Revenue Code of this Agreement or would reasonably be expected to prevent or materially delay1986, impair or adversely affect the performance by Holder of its obligations under this Agreementas amended.

Representations and Warranties of Holder. Holder hereby represents and warrants thatto the Company as follows: (ai) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shares. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder if Hxxxxx is not a natural personan individual, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, and in good standing under the laws of the jurisdiction of its organization in which it is organized, and (ii) such party has all requisite corporate or other necessary power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and consummate the transactions contemplated hereby; (ii) if Holder is an individual, Holder has full legal capacity, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This perform his or her obligations hereunder; (b) this Agreement has been duly executed and delivered by Xxxxxx Hxxxxx and, assuming due authorization authorization, execution and execution delivery by each the other party heretoparties to this Agreement, this Agreement constitutes a legally valid and binding agreement obligation of Holder Holder, enforceable against Holder in accordance with its terms, the terms hereof (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.the Enforceability Exceptions); (c) The the execution and delivery of this Agreement by Xxxxxx Hxxxxx does not, and the performance by Holder Hxxxxx of his, her or its obligations hereunder will not, (i) if Holder is not an individual, conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subjectHxxxxx, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person third party (including under any contract Contract binding upon Holder or any Holder’s the Covered Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder Hxxxxx of his, her or its obligations under this Agreement.Agreement; (d) As of the date of this Agreement, (i) there is are no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority Actions pending against Holder or, to the knowledge of Holder, threatened against Holder and Hxxxxx, before (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or awardor, in each case, entered by or with any governmental authority, in each casethe case of threatened Actions, that questions the beneficial would be before) any arbitrator or record ownership of the Holder’s Shares any Governmental Authority, which in any manner challenges or the validity of this Agreement or would reasonably be expected seeks to prevent prevent, enjoin or materially delay, impair or adversely affect delay the performance by Holder of its its, his or her obligations under this AgreementAgreement; (e) Hxxxxx has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of Hxxxxx’s obligations hereunder; and (f) the Covered Shares are the only shares of capital stock of Hepion owned of record or Beneficially Owned by Hxxxxx as of the date hereof, and none of such Covered Shares is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Covered Shares.

Representations and Warranties of Holder. Holder hereby represents and warrants thatto Parent as follows: (a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Sharesaddress and email address set forth on the signature page hereto is correct as of the date hereof. If Holder’s address or email address changes prior to Closing, Holder shall notify Parent and the Company of such change. (b) If Xxxxxx Holder has completed the investor questionnaire attached hereto as Exhibit A, and the information set forth therein is a natural person, he or she has all the requisite power accurate and authority complete. Holder understands and has taken all action necessary in order acknowledges that Parent is relying on such investor questionnaire to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If determine whether Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to an “accredited investor” within the extent such concept is applicable, in good standing meaning of Rule 501 of Regulation D promulgated under the laws Securities Act, and is using such information for purposes of confirming the jurisdiction availability of its organization an exemption from the registration and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary prospectus delivery requirements under the Securities Act in order to execute, deliver and perform its obligations under this Agreement and to consummate connection with issuing the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder Parent Common Stock in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Merger. (c) The If Holder is an entity, it has all requisite power and authority or, if Holder is an individual, he/she has the legal capacity, to enter into this Agreement and any other agreement to which Holder is, or is to be, a party in connection with the Merger (this Agreement and such other agreements (if any), collectively, the “Holder Agreements”), and to perform its, his or her covenants and obligations hereunder and, if applicable, thereunder. If Holder is an entity, the execution and delivery of this Agreement by Xxxxxx does not, the Holder Agreements and the performance by Holder of its covenants and obligations hereunder will not, (i) conflict with or result in a violation of under the organizational documents Holder Agreements have been duly authorized by all necessary action on the part of Holder (if and no further action is required on the part of Holder is not a natural person) to authorize the Holder Agreements or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its covenants and obligations under this Agreementhereunder or, if applicable, thereunder. This Agreement and the other Holder Agreements have been, or shall be upon execution by Holder, duly executed and delivered by Holder, and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and legally binding obligations of Holder, enforceable against Holder in accordance with their respective terms, subject to the General Enforceability Exceptions. (d) As of the date hereof, there is no Action of this Agreementany nature pending, or to the knowledge of Holder, threatened, against Holder or any of Holder’s properties (whether tangible or intangible) or, if Holder is an entity, any of Holder’s officers, managers or directors (in their capacities as such), arising out of or relating to: (i) Holder’s beneficial ownership of securities of the Company or any right to acquire the same, (ii) Holder’s capacity as a Company Stockholder, (iii) the Holder Agreements, the Merger Agreement or any of the transactions contemplated hereby or thereby, (iv) any contribution, assignment, sale or other transfer of assets (tangible and intangible) by Holder (or any of its Affiliates) to the Company or any of its Affiliates or (v) any other Contract between Holder (or any of its Affiliates) and the Company or any of its Affiliates. As of the date hereof, there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority Action pending against Holder or, to the knowledge of Holder, threatened against Holder with respect to which Holder has the right, pursuant to Contract, the Laws of the State of Delaware or otherwise, to indemnification from the Company or any of its Affiliates related to facts and circumstances existing prior to the date hereof. (e) The execution and delivery by Holder of this Agreement and each other Holder Agreement (if any), and the performance by Holder of its, his or her covenants and obligations hereunder and, if applicable, thereunder shall not conflict with (i) any provision of the Charter Documents of Holder if Holder is an entity, (ii) any Contract to which Holder or any of its, his or her properties or assets is subject, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Holder or its, his or her properties or assets. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of Holder in order to enable Holder to execute and deliver this Agreement and each other Holder Agreement (if any), and perform its, his or her covenants and obligations hereunder and, if applicable, thereunder. (f) Holder has (i) received a copy of the Merger Agreement, this Agreement and each other Holder Agreement (if any), (ii) had the opportunity to carefully read each such agreement and the Parent SEC Reports referred to in Section 4.8 of the Merger Agreement, (iii) has discussed the foregoing with Holder’s professional advisors to the extent Holder has deemed necessary and (iv) understands his, her or its obligations hereunder. (g) Holder is the sole record owner of, and is a beneficial owner of, and has the sole right to vote, if applicable, and to dispose of, the securities of the Company set forth on the signature page hereto (collectively, the “Holder Securities”) (subject to, in the case of individuals, applicable community property laws, if any), and such Holder Securities are, or as of the Closing shall be, free and clear of any Encumbrances of any kind (except for restrictions arising under applicable securities Laws, this Agreement, the Merger Agreement, any Holder Agreement, the Charter Documents and any Company Stock Option Grant Agreement between Holder and the Company (if applicable)), and any right of first refusal or limitation on disposition (if any) shall be terminated concurrently with the Closing. Holder is not a party to or subject any Contract with respect to the provisions voting of equity securities of the Company (other than the Voting Agreement (as defined below)) or relating to the allocation of the Merger Consideration in a manner that is inconsistent with the terms of the Merger Agreement, this Agreement and each other Holder Agreement (if any). Other than the Holder Securities, Holder does not beneficially own any other securities of the Company or any of its Affiliates or rights to acquire securities of the Company or any of its Affiliates. (h) Holder has not (i) Transferred any of the Holder Securities, or any interest therein, (ii) granted any options, warrants, calls or any other rights to purchase or otherwise acquire any such Holder Securities or any interest therein, or (iii) entered into any Contract with respect to any of the matters contemplated by clauses (i) or (ii). (i) Holder is not obligated for the payment of any orderfees or expenses of any investment banker, judgmentbroker, injunctionadvisor, decreefinder or similar party in connection with the origin, writ, stipulation, determination negotiation or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership execution of the Holder’s Shares or the validity of Merger Agreement, this Agreement or would reasonably be expected any other Holder Agreement (if any), or in connection with the Merger or any other transaction contemplated thereby (except to prevent the extent Holder bears any liability therefor pursuant to the terms of the Merger Agreement, this Agreement or materially delayany other Holder Agreement (if any)). Neither Parent nor the Surviving Entity shall incur any Liabilities, impair either directly or adversely affect indirectly, to any investment banker, broker, advisor, finder or similar party as a result of the performance Merger Agreement, this Agreement or any other Holder Agreement (if any) or the Merger or any other transaction contemplated hereby or thereby due to arrangements entered into by Holder of its obligations under this Agreementwith any such investment banker, broker, advisor, finder or similar party.

Representations and Warranties of Holder. As of the Closing Date, the Holder represents and warrants thatas follows: (a) a. The Holder and/or certain is the owner, subject to paragraph C below, of its controlled affiliates beneficially own and has not assigned, transferred, sold, pledged, optioned, endorsed or otherwise conveyed or transferred any interest in the 1996 Note or 1996 Warrant acquired by such Holder pursuant to the Subscription Agreement and as set forth opposite such Holder’s Shares's name on Exhibit "A" hereto. (b) If Xxxxxx is a natural person, he or she b. The Holder has all the requisite legal power and authority and has taken all action necessary in order to execute and deliver enter into this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized by all necessary action on the part of the Holder, has been duly executed and delivered by Xxxxxx andan authorized officer or representative of the Holder, assuming due authorization and execution by each other party heretois a legal, constitutes a valid and binding agreement obligation of Holder the undersigned enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles regardless of whether such enforceability is considered in a proceeding in law or in equity. (c) c. The execution Holder has reviewed the Investment Representation Letter attached hereto as Exhibit "E". All information provided therein and delivery of in this Agreement by Xxxxxx does not, is true and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation correct as of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (d) As date hereof and as of the date of this the Closing hereof, except as modified as follows: New Generation Limited Partnership ("New Generation"), has entered into a "Put Option Agreement" with Xxxxxxxxxxx Xxxxx pursuant to which, under certain conditions, New Generation can require Xx. Xxxxx to purchase an agreed upon percentage of New Generation's Amended Bond plus accrued, unpaid interest, plus the Amended Warrants on such portion of the bond. Also, Fundamental Investors, L.P. (i"Fundamental") there is no actionhas entered into a "Put Option Agreement" with Xx. Xxxxx pursuant to which, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, immediately subsequent to the knowledge Closing hereof, Fundamental has the right to sell Xx. Xxxxx an agreed upon percentage of Holder, threatened against Holder Fundamental's Amended Bond and (ii) Holder is not a party the accrued unpaid interest thereon. Fundamental has also agreed to or subject sell all Amended Warrants received by it on such bond to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity Xx. Xxxxx. Execution of this Agreement or would reasonably shall be expected to prevent or materially delaydeemed execution of the Investment Representation Letter, impair or adversely affect the performance by Holder of as modified in its obligations under this Agreementparagraph.

Representations and Warranties of Holder. As of March 31, 1998 (the "Closing Date"), the Holder represents and warrants thatas follows: (a) a. The Holder and/or is the owner, subject to paragraph C below, of and has not assigned, transferred, sold, pledged, optioned, endorsed or otherwise conveyed or transferred any interest in the Outstanding Exchange Warrants as set forth opposite such Holder's name under Column 2 on Exhibit "A" hereto. Other than certain warrants acquired pursuant to the 1996 Agreement and other than as set forth on Exhibit "A", neither the Holder nor any related party is the holder of, directly or indirectly, any other warrant or right of its controlled affiliates beneficially own any kind or nature to acquire common stock or any other class of stock of the Holder’s SharesCompany. For purposes of this Agreement, related party is to be broadly defined, and shall include any direct or indirect subsidiary, affiliate, officer, director, employee, partner, shareholders, legal or equitable beneficiary, or any person related to any such individual by blood or marriage or otherwise. (b) If Xxxxxx is a natural person, he or she b. The Holder has all the requisite legal power and authority and has taken all action necessary in order to execute and deliver enter into this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized by all necessary action on the part of the Holder, has been duly executed and delivered by Xxxxxx andan authorized officer or representative of the Holder, assuming due authorization and execution by each other party heretois a legal, constitutes a valid and binding agreement obligation of Holder the undersigned enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles regardless of whether such enforceability is considered in a proceeding in law or in equity. (c) c. The execution Holder has reviewed the Investment Representation Letter attached hereto as Exhibit "C". All information provided therein and delivery of in this Agreement by Xxxxxx does not, is true and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation correct as of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (d) As date hereof and as of the date of the Closing hereof. All information provided therein and in this Agreement is true and correct as of the date hereof and as of the date of the Closing hereof, except as modified as follows: New Generation Limited Partnership ("New Generation"), has entered into a "Put Option Agreement" with Xxxxxxxxxxx Xxxxx pursuant to which, under certain conditions, New Generation can require Xx. Xxxxx to purchase an agreed upon percentage of New Generation's Amended Bond plus accrued, unpaid interest, plus the Amended Warrants on such portion of the bond. Also, Fundamental Investors, L.P. (i"Fundamental") there is no actionhas entered into a "Put Option Agreement" with Xx. Xxxxx pursuant to which, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, immediately subsequent to the knowledge Closing hereof, Fundamental has the right to sell Xx. Xxxxx an agreed upon percentage of Holder, threatened against Holder Fundamental's Amended Bond and (ii) Holder is not a party the accrued unpaid interest thereon. Fundamental has also agreed to or subject sell all Amended Warrants received by it on such bond to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity Xx. Xxxxx. Execution of this Agreement or would reasonably shall be expected to prevent or materially delay, impair or adversely affect deemed execution of the performance by Holder of its obligations under this AgreementInvestment Representation Letter.

Representations and Warranties of Holder. The Holder hereby represents and warrants to the Company that: (a) a. The Holder and/or certain has full power and authority to exchange, sell, assign and transfer the Securities sold hereby and to enter into this Repurchase Agreement and perform all obligations required to be performed by the Holder hereunder. b. The Holder is the current beneficial owner of the Securities. When the Securities are sold, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances. The Securities sold hereby are not subject to any adverse claims, rights or proxies. The Holder shall be responsible for its controlled affiliates beneficially own tax liability that may arise as a result of the transactions contemplated by this Repurchase Agreement. c. The Repurchase will not contravene any law, rule or regulation binding on the Holder or any investment guideline or restriction applicable to the Holder. d. The Holder acknowledges that no person has been authorized to give any information or to make any representation or warranty concerning the Company or the Repurchase other than the information set forth herein in connection with the Holder’s Sharesexamination of the Company and the terms of the Repurchase, and the Company does not take any responsibility for, and the Company cannot provide any assurance as to the reliability of, any other information that others may provide to the Holder. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If e. The Holder is not a natural person, acknowledges that (i) it has reviewed the Company’s filings with the SEC and( ii) it is relying only upon the information contained in the Company’s filings with the SEC and the representations and warranties of the Company in this Repurchase Agreement and not upon any other information. The Holder acknowledges and understands that: (x) the Company currently may have, and later may come into possession of, information with respect to the Company that is not known to Holder and that may be material to a decision to sell the Securities (such information, “Holder Excluded Information”); (y) Holder has determined to sell the Securities notwithstanding its lack of knowledge of Holder Excluded Information; and (z) the Company shall not have any liability to Holder, and Holder waives and releases any claims that he might have against the Company, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Holder Excluded Information in connection with the Repurchase and the transactions contemplated by this Agreement f. The Holder acknowledges and understands that the Company’s plans for the future, if successful, may result in the Securities being sold by the Holder becoming more valuable and that the future value of the Securities could exceed the amounts the Holder will receive under this Repurchase Agreement. In addition, the Holder acknowledges and understands that the Consideration may be less than the Holder would receive if the Securities were redeemed pursuant to the terms of the Certificate of Designations of the Series B Preferred Stock (the “COD”), in connection with a Fundamental Change (as defined in the COD) or otherwise under the COD. The Holder has determined to forego the possibility of such future value in order to obtain consideration in accordance with this Repurchase Agreement. Neither the Company, nor any of their respective officers, directors, employees or agents have made any representations to the Holder regarding the present or future value of the Securities being sold by the Holder, or the advisability of the decision to sell the Securities pursuant to this Repurchase Agreement. The Holder confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates or representatives as investment advice or as a recommendation to participate in the Repurchase and receive the Consideration for the Securities. It is understood that information provided by the Company, or any of its affiliates or representatives shall not be considered investment advice or a recommendation to conduct the Repurchase. g. The Holder is a legal entity corporation, limited partnership, limited liability company or other entity, as the case may be, duly organizedformed, validly existing and, to the extent such concept is applicable, and in good standing under the laws of the jurisdiction of its organization and formation. h. The Holder acknowledges that (i) it is a sophisticated investor, (ii) has all requisite corporate the terms of the Repurchase have been mutually negotiated between the Holder and the Company and (iii) that the Holder was given a meaningful opportunity to negotiate the terms of the Repurchase. i. The Holder will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Securities sold hereby. j. There is no investment banker, broker, finder or other power and authority and intermediary which has taken all corporate been retained by, will be retained by or other action necessary in order is authorized to execute, deliver and perform its obligations under this Agreement and act on behalf of the Holder who might be entitled to consummate any fee or commission from the Company or the Holder upon consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (c) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Repurchase Agreement. (d) As k. The Holder understands that the Company and others will rely upon the truth and accuracy of the date foregoing representations, warranties and covenants and agrees that if any of the representations and warranties deemed to have been made by it by its participation in the transactions contemplated by this AgreementRepurchase Agreement are no longer accurate, (i) there is no actionthe Holder shall promptly notify the Company. The Holder understands that, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against unless the Holder or, notifies the Company in writing to the knowledge of Holdercontrary before the Closing, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares representations and warranties contained in this Repurchase Agreement will be deemed to have been reaffirmed and confirmed as of the Closing. l. The Holder acknowledges and agrees that the Company has not made any representation, warranty, covenant or agreement, whether express or implied, of any kind or character to the validity Holder with respect to the subject matter of this Agreement or would reasonably be expected to prevent or materially delayRepurchase Agreement, impair or adversely affect the performance by Holder of its obligations under except as expressly set forth in this Repurchase Agreement.

Representations and Warranties of Holder. Holder hereby represents and warrants to the Purchaser and the Company that: : (ai) Holder and/or certain is the beneficial owner of its controlled affiliates beneficially own the Shares set forth under Holder’s name on the signature page hereto, which, at the date of this Agreement and at all times up until the earlier to occur of (x) the Effective Time and (y) the date of termination of this Agreement, (A) will be free and clear of all Liens of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents), and (B) Holder has and will have sole power to vote or cause to be voted such Shares. ; (bii) If Xxxxxx is a natural personas of the date hereof, he Holder does not own of record or she beneficially any shares of outstanding capital stock of the Company other than the Shares set forth under Holder’s name on the signature page hereto (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable Law); (iii) Holder has all the requisite legal capacity, power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver enter into and perform its all of Holder’s obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement; (iv) this Agreement has been duly and validly executed and delivered by Xxxxxx and, assuming due authorization Holder and execution by each other party hereto, constitutes a valid and binding agreement of Holder Holder, enforceable against Holder in accordance with its terms, subject to applicable (x) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (y) rules of law governing specific performance, fraudulent conveyance, reorganization, moratorium injunctive relief and similar laws affecting creditors’ rights generally other equitable remedies; and subject, as to enforceability, to general principles (v) none of equity. (c) The the execution and delivery of this Agreement by Xxxxxx does notHolder, and the performance by Holder of its obligations hereunder will notor the consummation by it of the transactions contemplated hereby shall (A) result in, (i) conflict with or result in give rise to, a violation or breach of or a default under any of the organizational documents terms of Holder (if Holder is not a natural person) any Contract or applicable law obligation to which Holder is a party or by which Holder or any of the Holder’s Shares is subjectmay be bound, or (iiB) require violate any consent applicable Law or approval that has Order, except in each case of clauses (A) and (B) as would not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any reasonably be expected to impair Holder’s Shares), in each case, ability to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of perform its obligations under this AgreementAgreement in any material respect. (d) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreement.

Representations and Warranties of Holder. Holder hereby represents and warrants that: (a) None of the Options have been exercised on or prior to the date hereof. Other than pursuant to the Award, Holder and/or certain has no right, title or interest in any other securities convertible into or exchangeable or exercisable for any shares of its controlled affiliates beneficially own the HolderCompany’s Shares.capital stock or any other right, title or interest in any rights or options to subscribe for or to purchase any shares of the Company’s capital stock or any other securities convertible into or exchangeable or exercisable for the Company’s capital stock. Holder has good and unencumbered title to the Award, free and clear of all pledges, security interests, liens, claims, rights of first refusal or offer, and any other restrictions or limitations of any kind whatsoever, other than as set forth in the Award Agreement and the Plan, and Holder has not sold, transferred, given, pledged, assigned or otherwise disposed of (including by gift), or consented to any transfer of, any or all of the Award or any interest therein, or entered into any arrangement with respect to the transfer of the Award to any person or entity other than the Company; (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx andHolder, assuming due authorization and execution by each other party hereto, constitutes a legal, valid and binding agreement obligation of Holder Holder, enforceable against Holder in accordance with its terms, subject . Holder has full power and authority and legal capacity to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium execute and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.deliver this Agreement; (c) The execution Holder has carefully reviewed this Agreement, the Merger Agreement and delivery all other related materials attached thereto and has been given the opportunity to consult with independent legal counsel and tax, financial and business advisors regarding Holder’s rights and obligations under this Agreement and the Merger Agreement, and fully understands the terms and conditions contained in this Agreement and the Merger Agreement and intends for the terms of this Agreement by Xxxxxx does not, to be binding on and the performance by enforceable against Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that and has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under entered into this Agreement.Agreement voluntarily; and (d) As The Company has the right to deduct from the amounts otherwise payable hereunder, any and all amounts in respect of all taxes which may be required to be deducted or withheld under any provision of applicable law; provided, however, that the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder Company is not a party obligated to or subject guarantee any particular tax result for Holder with respect to the provisions of any orderpayment provided to Holder hereunder, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or and Holder shall be solely responsible for any taxes imposed on Holder with respect to any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreementsuch payment.

Representations and Warranties of Holder. The Holder hereby represents and warrants to the Company that: (a) a. The Holder and/or certain has full power and authority to exchange, sell, assign and transfer the Securities sold hereby and to enter into this Repurchase Agreement and perform all obligations required to be performed by the Holder hereunder. b. The Holder is the current beneficial owner of the Securities. When the Securities are sold, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances. The Securities sold hereby are not subject to any adverse claims, rights or proxies. The Holder shall be responsible for its controlled affiliates beneficially own tax liability that may arise as a result of the transactions contemplated by this Repurchase Agreement. c. The Repurchase will not contravene any law, rule or regulation binding on the Holder or any investment guideline or restriction applicable to the Holder. d. The Holder acknowledges that no person has been authorized to give any information or to make any representation or warranty concerning the Company or the Repurchase other than the information set forth herein in connection with the Holder’s Sharesexamination of the Company and the terms of the Repurchase, and the Company does not take any responsibility for, and the Company cannot provide any assurance as to the reliability of, any other information that others may provide to the Holder. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If e. The Holder is not a natural person, acknowledges that (i) it has reviewed the Company’s filings with the SEC and (ii) it is relying only upon the information contained in the Company’s filings with the SEC and the representations and warranties of the Company in this Repurchase Agreement and not upon any other information. The Holder acknowledges and understands that: (x) the Company currently may have, and later may come into possession of, information with respect to the Company that is not known to Holder and that may be material to a decision to sell the Securities (such information, “Holder Excluded Information”); (y) Holder has determined to sell the Securities notwithstanding its lack of knowledge of Holder Excluded Information; and (z) the Company shall not have any liability to Holder, and Holder waives and releases any claims that he might have against the Company, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Holder Excluded Information in connection with the Repurchase and the transactions contemplated by this Agreement f. The Holder acknowledges and understands that the Company’s plans for the future, if successful, may result in the Securities being sold by the Holder becoming more valuable and that the future value of the Securities could exceed the amounts the Holder will receive under this Repurchase Agreement. In addition, the Holder acknowledges and understands that the Consideration may be less than the Holder would receive if the Securities were redeemed pursuant to the terms of the Certificate of Designations of the Series B Preferred Stock (the “COD”), in connection with a Fundamental Change (as defined in the COD) or otherwise under the COD. The Holder has determined to forego the possibility of such future value in order to obtain consideration in accordance with this Repurchase Agreement. Neither the Company, nor any of their respective officers, directors, employees or agents have made any representations to the Holder regarding the present or future value of the Securities being sold by the Holder, or the advisability of the decision to sell the Securities pursuant to this Repurchase Agreement. The Holder confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates or representatives as investment advice or as a recommendation to participate in the Repurchase and receive the Consideration for the Securities. It is understood that information provided by the Company, or any of its affiliates or representatives shall not be considered investment advice or a recommendation to conduct the Repurchase. g. The Holder is a legal entity corporation, limited partnership, limited liability company or other entity, as the case may be, duly organizedformed, validly existing and, to the extent such concept is applicable, and in good standing under the laws of the jurisdiction of its organization and formation. h. The Holder acknowledges that (i) it is a sophisticated investor, (ii) has all requisite corporate the terms of the Repurchase have been mutually negotiated between the Holder and the Company and (iii) that the Holder was given a meaningful opportunity to negotiate the terms of the Repurchase. i. The Holder will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Securities sold hereby. j. There is no investment banker, broker, finder or other power and authority and intermediary which has taken all corporate been retained by, will be retained by or other action necessary in order is authorized to execute, deliver and perform its obligations under this Agreement and act on behalf of the Holder who might be entitled to consummate any fee or commission from the Company or the Holder upon consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (c) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Repurchase Agreement. (d) As k. The Holder understands that the Company and others will rely upon the truth and accuracy of the date foregoing representations, warranties and covenants and agrees that if any of the representations and warranties deemed to have been made by it by its participation in the transactions contemplated by this AgreementRepurchase Agreement are no longer accurate, (i) there is no actionthe Holder shall promptly notify the Company. The Holder understands that, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against unless the Holder or, notifies the Company in writing to the knowledge of Holdercontrary before the Closing, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares representations and warranties contained in this Repurchase Agreement will be deemed to have been reaffirmed and confirmed as of the Closing. l. The Holder acknowledges and agrees that the Company has not made any representation, warranty, covenant or agreement, whether express or implied, of any kind or character to the validity Holder with respect to the subject matter of this Agreement or would reasonably be expected to prevent or materially delayRepurchase Agreement, impair or adversely affect the performance by Holder of its obligations under except as expressly set forth in this Repurchase Agreement.

Representations and Warranties of Holder. Holder represents and warrants that: (a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shares. (bi) If Xxxxxx is a natural person, he person or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (cb) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural personapplicable) or applicable law to which Holder or the Holder’s Shares or the Incentive Shares, if applicable, is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person person (including under any contract binding upon Holder or any Holder’s Shares or the Incentive Shares, if applicable, ), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (dc) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreement. (d) The Holder (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), (ii) is not a “U.S. person” as defined in Regulation S promulgated under the Securities Act, (iii) is acquiring any Incentive Shares (as defined below) that may be transferred to the Holder pursuant to this Agreement only for its own account and not for the account of others, or if the Holder is acquiring any Incentive Shares that may be transferred to the Holder pursuant to this Agreement as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer or institutional accredited investor (as the case may be) and the Holder has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iv) is not acquiring any Incentive Shares that may be transferred to the Holder pursuant to this Agreement with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. The Holder is not an entity formed for the specific purpose of acquiring any Incentive Shares that may be transferred to the Holder pursuant to this Agreement, unless such newly formed entity is an entity in which all of the investors are institutional accredited investors and is an “institutional account” as defined by FINRA Rule 4512(c). The Holder is a sophisticated institutional investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities. Accordingly, the Holder understands that the acquisition of any Incentive Shares that may be transferred to the Holder pursuant to this Agreement meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

Representations and Warranties of Holder. Holder represents and warrants that: (a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shares. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (c) The execution and delivery of this Agreement by Xxxxxx does not, and the performance by Holder Xxxxxx of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (d) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreement.

Representations and Warranties of Holder. The Holder represents and warrants thatto the Company as follows: (a) the Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shareshas all requisite capacity and authority to enter into and perform its/his obligations under this Agreement. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization the Holder and execution by each other party hereto, constitutes a the valid and legally binding agreement obligation of the Holder enforceable against the Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity principles. (c) The execution and delivery of this Agreement by Xxxxxx the Holder does not, and the performance by the Holder of its obligations hereunder and the consummation by the Holder of the transactions contemplated hereby will not, (i) violate or conflict with with, or result in constitute a violation of default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the organizational documents of Holder (if Holder is not a natural person) party or applicable law by which the Holder is bound, or, to which Holder or the Holder’s knowledge, any statute, rule or regulation to which the Holder is subject or, in the event that the Holder holds any of the Shares is subjectindirectly through a corporation, or (ii) require any consent or approval that has not been given partnership, trust or other action that has not been taken by entity, any Person (including under any contract binding upon Holder charter, bylaw or any Holder’s Shares), other organizational document of such entity; in each case, such that the Holder would not be able to the extent such consent, approval fulfill his or other action would prevent, enjoin or materially delay the performance by Holder of its her obligations under pursuant to this Agreement. (d) As The Holder is the record or beneficial owner of, or is the trustee that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good title to all of the date Shares and options set forth on Exhibit A hereto, and the Shares and options are so owned free and clear of this Agreementany liens, (i) there security interests, charges or other encumbrances that relate to or would affect the authority or power of the Holder to vote the Shares as contemplated herein, except as otherwise described on Exhibit A hereto. The Holder does not own, of record or beneficially, any shares of capital stock of the Company other than the Shares. The Shares do not include shares over which the Holder exercises control in a fiduciary capacity and no representation by the Holder is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, made thereby pursuant to the knowledge terms hereof. The Holder has the right to vote the Shares, and none of Holder, threatened against Holder and (ii) Holder the Shares is not a party to or subject to any voting trust or other agreement, arrangement or restriction with respect to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership voting of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delayShares, impair or adversely affect the performance except as contemplated by Holder of its obligations under this Agreement.

Representations and Warranties of Holder. Holder hereby represents and warrants thatto 6th Wave, Parent and Merger Sub as follows: (a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Sharesaddress and email address set forth on the signature page hereto are accurate and complete. (b) If Xxxxxx is a natural person, he or she Holder has all the requisite full power and authority and has taken all action necessary in order to execute and deliver this Agreement and any Ancillary Agreement (if any) to which Holder is or will become a party (each, a “Holder Agreement” and collectively, the “Holder Agreements”) and to perform his its obligations thereunder. Each Holder Agreement constitutes the valid and legally binding obligation of Holder, enforceable in accordance with its terms and conditions, except as the same may be limited by bankruptcy, insolvency or her obligations hereunder other similar laws affecting creditors' rights generally and by general equity principles. No further notice to, or consent of, Holder's spouse is required under any law, statute, rule or regulation related to marital or community property in order for Holder to execute and deliver the Holder Agreements and to perform its obligations thereunder and consummate the transactions contemplated hereby. If Holder is not a natural personthereby, (i) it is a legal entity duly organizedand no such rights of Holder's spouse under any such law, validly existing andstatute, to rule or regulation shall be triggered by the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (c) The execution and delivery of this Agreement by Xxxxxx does notthe Holder Agreements, and the performance by Holder of its obligations hereunder thereunder or the consummation of the transactions contemplated thereby. 1 NTD: Alternate language for the stockholders executing at signing v. the remaining stockholders who will notbe asked to execute between signing and closing. (c) Neither the execution and the delivery of the Holder Agreements, nor the consummation of the transactions contemplated thereby, will (iA) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Holder is subject or (B) conflict with or with, result in a violation of breach of, constitute a default under, result in the organizational documents of Holder (if Holder is not a natural person) acceleration of, create in any party the right to accelerate, terminate, modify, or applicable law cancel, or require any notice or consent under any agreement, contract, lease, license, instrument, or other arrangement to which Holder is a party or the Holder’s Shares by which Holder is bound or to which any of its assets is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, except as would not materially impair Holder's ability to perform its obligations thereunder or result in any material costs to the extent such consent, approval Parent or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this AgreementMerger Sub. (d) As No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from, any governmental entity is required by or with respect to Holder in connection with the execution and delivery of the date Holder Agreements or the consummation by Holder of this the transactions contemplated thereby except for: (A) such filings and approvals as may be required by any applicable non- U.S. governmental entity; (B) such filings and approvals as may be required by any non-U.S. premerger notification, securities, corporate or other legal requirement, and (C) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on 6th Wave or materially impair or delay the ability of the parties to consummate the transactions contemplated by the Merger Agreement. (e) Holder has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by the Merger Agreement for which the Parent or the Surviving Corporation could become liable or obligated. (f) Holder understands that the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants have not been, or will not be, registered under the Securities Act, or under any state securities laws, and no registration statement or prospectus in respect thereof will be prepared or filed under the Securities Act or the Canadian Securities Laws, and that such Parent Common Shares and Parent Warrants are being offered and sold in reliance upon federal, provincial and state exemptions for transactions not involving any public offering, thus such Parent Common Shares and Parent Warrants are "restricted securities," as such term is defined in Rule 144 under the Securities Act, and will be subject to restrictions on resale under such laws and as set forth in the restrictive legends set forth below. (g) Holder has had an opportunity to ask questions of, and receive answers from, the officers of 6th Wave and Parent concerning the Merger Agreement and the Holder Agreements and the transactions contemplated hereby and thereby. (h) Holder acknowledges that it has not acquired the Securities as a result of any “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D promulgated under the Securities Act), including, but not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the Internet or broadcast over radio, television or the Internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (i) there Holder understands and acknowledges that upon the original issuance thereof, and until such time as the same is no actionlonger required under the applicable requirements of the Securities Act or applicable state securities laws, claimthe certificates representing the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants, suitand all securities issued in exchange therefor or in substitution thereof, auditwill bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE [IN THE CASE OF PARENT WARRANTS: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, assessmentAS AMENDED (THE "U.S. SECURITIES ACT"), arbitrationOR ANY STATE SECURITIES LAWS AND MAY BE OFFERED, mediation SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S ("REGULATION S") UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(1) OR (D) ABOVE, A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION, TO THAT EFFECT MUST FIRST BE PROVIDED TO THE CORPORATION. THESE SECURITIES MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES. (j) Holder consents to Parent making a notation on its records or inquirygiving instructions to any transfer agent of the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants, as applicable, in order to implement the restrictions on transfer set forth and described herein. (k) Holder understands that Parent has no obligation or present intention of filing a registration statement under the Securities Act or applicable state securities laws in respect of the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) or Parent Warrants, as applicable. (l) Holder is acquiring the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants, as applicable, solely for his, her or its own account and not on behalf of any other person for investment purposes only and not with a view to the resale, distribution or other disposition thereof in violation of applicable Securities Laws. (m) Holder represents and warrants that alone, or with the assistance of his, her or its professional advisors, he, she or it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his, her or its investment in the Parent Common Shares (including any proceeding Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants, as applicable, and is able, without impairing his, her or investigation, by or before any governmental authority pending against Holder orits financial condition, to hold such securities for an indefinite period of time and to bear the knowledge economic risks, and withstand a complete loss, of Holdersuch investment. (n) Holder represents and warrants that he, threatened against she or it has had access to such information, if any, concerning the Parent, 6th Wave, the Holder Agreements and the Merger Agreement as he, she or it has considered necessary in connection with his, her or its decision to adopt and approve the Merger Agreement and the Holder Agreements and/or to acquire the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants, as applicable. Holder has carefully read and understands the scope and effect of the provisions of the Holder Agreements and Merger Agreement, and has reviewed with its own legal and tax advisors the U.S. federal, state, local and foreign tax consequences of investment in the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants, as applicable, the Merger and the transactions contemplated by the Merger Agreement and Holder Agreements. With respect to such matters, Holder relies solely on such advisors and not on any statements or representations of 6th Wave or Parent or any of their respective agents, written or oral. (o) Holder understands and acknowledged that (i) if Parent is deemed to have been at any time previously an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents, Rule 144 under the Securities Act may not be available for resales of the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants and (ii) Parent is not obligated to make Rule 144 under the Securities Act available for resales of the the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants. (p) Holder understands and acknowledges that the financial statements of Parent have been/will be prepared in accordance with international financial reporting standards, and where audited have been or will be, as applicable, subjected to Canadian auditing and Canadian auditor independence standards, which differ in some respects from United States generally accepted accounting principles, auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies. (q) Holder understands that Parent is incorporated and a validly subsisting corporation under the laws of the province of British Columbia, Canada, and that most or all of Parent’s assets are located outside the United States and most or all of its directors and officers are residents of countries other than the United States, and as a result, it may be difficult for Holder to effect service of process within the United States upon Parent or such directors and officers, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of Parent and its directors and officers under the U.S. federal securities laws. (r) Holder is aware that (i) acquiring, holding and disposing of the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants may have tax consequences under the laws of both Canada and the United States, (ii) the tax consequences for prospective investors who are resident in, or citizens of, the United States are not described in this Agreement, and (iii) it is solely responsible for determining the tax consequences applicable to its particular circumstances and should consult its own tax advisors concerning investment in such securities. (s) Holder acknowledged that no agency, governmental authority, regulatory body, stock exchange or other entity (including, without limitation, the U.S. Securities and Exchange Commission or any state securities commission) has made any finding or determination as to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect, to the the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants. (t) Holder agrees that if required by applicable securities legislation, regulatory policy or order or by any securities commission, stock exchange or other regulatory authority, he, she or it will execute, deliver and file and otherwise assist Parent in filing reports, questionnaires, undertakings and other documents with respect to the issue of the Parent Common Shares (including any Parent Common Shares issuable upon exercise of Parent Warrants) and Parent Warrants; provided that this clause (t) shall not require Holder to incur any out-of-pocket expense, assume any liability or enter into any undertaking or other agreement that could result in liability to Holder, other than liability for false or misleading statements made by Holder. (u) Holder holds of record and owns beneficially the shares of 6th Wave securities set forth below Holder's name on the signature page hereto, free and clear of any restrictions on transfer (other than any restrictions set forth in the Shareholder Agreement, or under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Other than the Shareholder Agreement and the Holder Agreements, Holder is not a party to any option, warrant, purchase right, or subject other contract or commitment that could require Holder to sell, transfer, or otherwise dispose of any capital stock or equity securities of 6th Wave. Holder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the provisions voting of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered capital stock of 6th Wave and has full authority to vote the shares of 6th Wave capital stock held by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreement.

Representations and Warranties of Holder. Holder represents and warrants that: (a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shares. (bi) If Xxxxxx is a natural person, he person or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx Hxxxxx and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (cb) The execution and delivery of this Agreement by Xxxxxx Hxxxxx does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural personapplicable) or applicable law to which Holder or the Holder’s Shares or the Incentive Shares, if applicable, is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person person (including under any contract binding upon Holder or any Holder’s Shares or the Incentive Shares, if applicable, ), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (dc) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreement. (d) The Holder (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), (ii) is not a “U.S. person” as defined in Regulation S promulgated under the Securities Act, (iii) is acquiring any Incentive Shares (as defined below) that may be transferred to the Holder pursuant to this Agreement only for its own account and not for the account of others, or if the Holder is acquiring any Incentive Shares that may be transferred to the Holder pursuant to this Agreement as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer or institutional accredited investor (as the case may be) and the Holder has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iv) is not acquiring any Incentive Shares that may be transferred to the Holder pursuant to this Agreement with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. The Holder is not an entity formed for the specific purpose of acquiring any Incentive Shares that may be transferred to the Holder pursuant to this Agreement, unless such newly formed entity is an entity in which all of the investors are institutional accredited investors and is an “institutional account” as defined by FINRA Rule 4512(c). The Holder is a sophisticated institutional investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities. Accordingly, the Holder understands that the acquisition of any Incentive Shares that may be transferred to the Holder pursuant to this Agreement meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

Representations and Warranties of Holder. Holder represents and warrants that: (a) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shares. (b) If Xxxxxx Holder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxx Holder and, assuming due authorization and execution by each other party hereto, constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (c) The execution and delivery of this Agreement by Xxxxxx Holder does not, and the performance by Holder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any contract binding upon Holder or any Holder’s Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of its obligations under this Agreement. (d) As of the date of this Agreement, (i) there is no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority pending against Holder or, to the knowledge of Holder, threatened against Holder and (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, in each case, that questions the beneficial or record ownership of the Holder’s Shares or the validity of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the performance by Holder of its obligations under this Agreement.

Representations and Warranties of Holder. Holder hereby represents and warrants thatto SPAC and the Company as follows: (ai) Holder and/or certain of its controlled affiliates beneficially own the Holder’s Shares. (b) If Xxxxxx is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. If if Holder is not a natural personan individual, (i) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, and in good standing under the laws of the jurisdiction of its organization in which it is organized, and (ii) such party has all requisite corporate or other necessary power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This ; (ii) if Holder is an individual, Holder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder; (b) this Agreement has been duly executed and delivered by Xxxxxx Holder and, assuming due authorization authorization, execution and execution delivery by each the other party heretoparties to this Agreement, this Agreement constitutes a legally valid and binding agreement obligation of Holder Holder, enforceable against Holder in accordance with its terms, the terms hereof (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.the Enforceability Exceptions); (c) The the execution and delivery of this Agreement by Xxxxxx Holder does not, and the performance by Holder of his, her or its obligations hereunder will not, (i) if Holder is not an individual, conflict with or result in a violation of the organizational documents of Holder (if Holder is not a natural person) or applicable law to which Holder or the Holder’s Shares is subject, or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person third party (including under any contract Contract binding upon Holder or any Holder’s the Covered Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Holder of his, her or its obligations under this Agreement.; (d) As of the date of this Agreement, (i) there is are no action, claim, suit, audit, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority Actions pending against Holder or, to the knowledge of Holder, threatened against Holder and Holder, before (ii) Holder is not a party to or subject to the provisions of any order, judgment, injunction, decree, writ, stipulation, determination or awardor, in each case, entered by or with any governmental authority, in each casethe case of threatened Actions, that questions the beneficial would be before) any arbitrator or record ownership of the Holder’s Shares any Governmental Authority, which in any manner challenges or the validity of this Agreement or would reasonably be expected seeks to prevent prevent, enjoin or materially delay, impair or adversely affect delay the performance by Holder of its its, his or her obligations under this Agreement; (e) Holder has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of Holder’s obligations hereunder; and (f) the Covered Shares are the only shares of capital stock of the Company owned of record or Beneficially Owned by Holder as of the date hereof, and none of such Covered Shares is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Covered Shares, except as provided in this Agreement or the organizational documents of the Company.