Common use of Representations and Warranties of Securityholder Clause in Contracts

Representations and Warranties of Securityholder. Securityholder hereby represents and warrants as follows: (a) Securityholder (a) is the record or beneficial owner of the Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (i) restrictions on transfer under applicable securities laws, (ii) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships), and (b) does not beneficially own any securities of the Company (including Company ADSs, options, Company RSUs, Company PSUs or Company Convertible Notes) other than as set forth opposite its name on Schedule A. (b) Except with respect to obligations under the Company Organizational Documents, as applicable, Securityholder 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, the Transaction Agreement or the Deposit Agreement. (c) Securityholder (a) if not a natural person, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (b) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement, the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof have been duly authorized by all requisite corporate, company, partnership or other action on the part of Securityholder, and no other corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Agreement has been duly executed and delivered by Securityholder, constitutes a valid and binding obligation of Securityholder and, assuming due authorization, execution and delivery by the other parties hereto, is enforceable against Securityholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting or relating to creditors’ rights generally, and (b) the availability of injunctive relief and other equitable remedies. (e) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in (a) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of Securityholder, if applicable, (b) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any (i) statute, law, ordinance, rule or regulation or (ii) judgment, order or decree, in each case, applicable to Securityholder or its properties or assets, or (c) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Securityholder is a party or by which Securityholder or Securityholder’s assets are bound, in the case of each of clauses (a) through (c), to the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Securityholder of its, his or her obligations under this Agreement.

Representations and Warranties of Securityholder. Securityholder hereby represents and warrants as follows: (a) Securityholder (ai) is the record or and beneficial owner of the Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (ix) restrictions on transfer under applicable securities laws, or (iiy) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships), and (bii) does not beneficially own any securities of the Company (including Company ADSs, options, Company RSUs, Company PSUs warrants or Company Convertible Notesconvertible securities) other than as set forth opposite its name on Schedule A.the Subject Securities. (b) Except with respect to obligations under the Company Organizational Documents, as applicableCompany’s Bylaws, Securityholder 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, the Transaction Agreement or the Deposit Agreement. (c) Securityholder (a) Securityholder, if not a natural person, : (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (bii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement, the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof have been duly authorized by all requisite necessary corporate, company, partnership or other action on the part of Securityholder, and no other corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Agreement has been duly executed and delivered by Securityholder, constitutes a valid and binding obligation of Securityholder and, assuming due authorization, execution and delivery by the other parties heretothereto, is enforceable against Securityholder in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting or relating to creditors’ rights generally, and (bii) the availability of injunctive relief and other equitable remedies. (e) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in (ai) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of Securityholder, if applicable, (bii) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any (iA) statute, lawLaw, ordinance, rule or regulation or (iiB) judgment, order or decree, in each case, applicable to Securityholder or its properties or assets, or (ciii) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Securityholder is a party or by which Securityholder or Securityholder’s assets are bound, in the case of each of clauses (a) through (c), to the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Securityholder of its, his or her obligations under this Agreement.

Representations and Warranties of Securityholder. Each Securityholder hereby represents and warrants as follows: (a) Such Securityholder (ai) is the record or and beneficial owner of the such Securityholder’s Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (ix) restrictions on transfer under applicable securities laws, or (iiy) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships), and (bii) does not beneficially own any securities of the Company Parent (including Company ADSs, options, Company RSUs, Company PSUs warrants or Company Convertible Notesconvertible securities) other than as set forth opposite its name on Schedule A.the Subject Securities. (b) Except with respect to obligations under the Company Organizational DocumentsParent’s Bylaws, as applicable, such Securityholder 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, the Transaction Agreement or the Deposit Agreement. (c) Securityholder (a) Such Securityholder, if not a natural person, : (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (bii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by such Securityholder of this Agreement, the consummation by such Securityholder of the transactions contemplated hereby and the compliance by such Securityholder with the provisions hereof have been duly authorized by all requisite necessary corporate, company, partnership or other action on the part of such Securityholder, and no other corporate, company, partnership or other proceedings on the part of such Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Agreement has been duly executed and delivered by such Securityholder, constitutes a valid and binding obligation of such Securityholder and, assuming due authorization, execution and delivery by the other parties heretothereto, is enforceable against such Securityholder in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting or relating to creditors’ rights generally, and (bii) the availability of injunctive relief and other equitable remedies. (e) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in (ai) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of such Securityholder, if applicable, (bii) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any (iA) statute, lawLaw, ordinance, rule or regulation or (iiB) judgment, order or decree, in each case, applicable to such Securityholder or its such Securityholder’s properties or assets, or (ciii) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Securityholder is a party or by which such Securityholder or such Securityholder’s assets are bound, in the case of each of clauses (a) through (c), to the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Securityholder of its, his or her obligations under this Agreement.

Representations and Warranties of Securityholder. Securityholder hereby represents and warrants as follows: (a) Securityholder (ai) is the record or and beneficial owner of the Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (ix) restrictions on transfer under applicable securities laws, or (iiy) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships), and (bii) does not beneficially own any securities of the Company (including Company ADSs, options, Company RSUs, Company PSUs warrants or Company Convertible Notesconvertible securities) other than as set forth opposite its name on Schedule A.the Subject Securities. (b) Except with respect to obligations under the Company Organizational Documents, as applicableCompany’s Bylaws, Securityholder has the sole right to Transfertransfer, 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 transfer or the voting of the Subject Securities (other than restrictions on transfer under applicable securities laws), except as set forth in this Agreement, the Transaction Agreement or the Deposit Agreement. (c) Securityholder (a) Securityholder, if not a natural person, : (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (bii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement, the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof have been duly authorized by all requisite necessary corporate, company, partnership or other action on the part of Securityholder, and no other corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Agreement has been duly executed and delivered by Securityholder, constitutes a valid and binding obligation of Securityholder and, assuming due authorization, execution and delivery by the other parties heretothereto, is enforceable against Securityholder in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting or relating to creditors’ rights generally, and (bii) the availability of injunctive relief and other equitable remedies. (e) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in (ai) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of Securityholder, if applicable, (bii) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any (iA) statute, lawLaw, ordinance, rule or regulation or (iiB) judgment, order or decree, in each case, applicable to Securityholder or its properties or assets, or (ciii) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Securityholder is a party or by which Securityholder or Securityholder’s assets are bound, in the case of each of clauses (a) through (c), to the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Securityholder of its, his or her obligations under this Agreement.

Representations and Warranties of Securityholder. Securityholder hereby represents and warrants as follows: (a) Securityholder (ai) is the record or and beneficial owner of the Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (ix) restrictions on transfer under applicable securities laws, or (iiy) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships), and (bii) does not beneficially own any securities of the Company (including Company ADSs, options, Company RSUs, Company PSUs warrants or Company Convertible Notesconvertible securities) other than as the Subject Securities set forth opposite its name on Schedule A. (b) Except with respect to obligations under the Company Organizational Documentsbylaws of the Company, as applicable, Securityholder 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, the Transaction Agreement or the Deposit Agreement. (c) Securityholder (ai) if not a natural person, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (bii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement, the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof have been duly authorized by all requisite necessary corporate, company, partnership or other action on the part of Securityholder, and no other corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Agreement has been duly executed and delivered by Securityholder, constitutes a valid and binding obligation of Securityholder and, assuming due authorization, execution and delivery by the other parties heretothereto, is enforceable against Securityholder in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting or relating to creditors’ rights generally, and (bii) the availability of injunctive relief and other equitable remedies. (e) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in (a) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of Securityholder, if applicable, (b) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any (i) statute, law, ordinance, rule or regulation or (ii) judgment, order or decree, in each case, applicable to Securityholder or its properties or assets, or (c) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Securityholder is a party or by which Securityholder or Securityholder’s assets are bound, in the case of each of clauses (a) through (c), to the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Securityholder of its, his or her obligations under this Agreement.

Representations and Warranties of Securityholder. Securityholder hereby represents and warrants as follows: (a) Securityholder (ai) is the record or registered legal and beneficial owner of the Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (ix) restrictions on transfer under applicable securities laws, or (iiy) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships), and (bii) does not legally or beneficially own any securities of the Company Parent (including Company ADSs, options, Company RSUs, Company PSUs warrants or Company Convertible Notesconvertible securities) other than as the Subject Securities set forth opposite its name on Schedule A. (b) Except with respect to obligations under the Company Parent’s Organizational Documents, as applicable, Securityholder 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, the Transaction Agreement or the Deposit Agreement. (c) Securityholder (ai) if not a natural person, is duly organized, validly existing and (where such concept exists in its jurisdiction of incorporation) in good standing under the laws of its jurisdiction of organization, and (bii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement, the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof have been duly authorized by all requisite necessary corporate, company, partnership or other action on the part of Securityholder, and no other corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Agreement has been duly executed and delivered by Securityholder, constitutes a valid and binding obligation of Securityholder and, assuming due authorization, execution and delivery by the other parties heretothereto, is enforceable against Securityholder in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting or relating to creditors’ rights generally, and (bii) the availability of injunctive relief and other equitable remedies. (e) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in (a) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of Securityholder, if applicable, (b) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any (i) statute, law, ordinance, rule or regulation or (ii) judgment, order or decree, in each case, applicable to Securityholder or its properties or assets, or (c) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Securityholder is a party or by which Securityholder or Securityholder’s assets are bound, in the case of each of clauses (a) through (c), to the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Securityholder of its, his or her obligations under this Agreement.

Representations and Warranties of Securityholder. Each Securityholder hereby represents and warrants as follows: (a) Securityholder (ai) is the record or and beneficial owner of the Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than as would not prevent or interfere with, or require any consent in connection with, the Securityholder’s compliance with its obligations hereunder in any material respect or as arise pursuant to (ix) restrictions on transfer under applicable securities laws, or (iiy) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships), and (bii) does not beneficially own any securities of the Company (including Company ADSs, options, Company RSUs, Company PSUs warrants or Company Convertible Notesconvertible securities) other than as the Subject Securities set forth opposite its name on Schedule A. (b) Except with respect to obligations under the Company Organizational Documentsbylaws of the Company, as applicable, Securityholder 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, the Transaction Agreement or the Deposit Agreement. (c) Securityholder (ai) if not a natural person, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (bii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement, the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof have been duly authorized by all requisite necessary corporate, company, partnership or other action on the part of Securityholder, and no other corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Agreement has been duly executed and delivered by Securityholder, constitutes a valid and binding obligation of Securityholder and, assuming due authorization, execution and delivery by the other parties heretothereto, is enforceable against Securityholder in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting or relating to creditors’ rights generally, and (bii) the availability of injunctive relief and other equitable remedies. (e) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in (ai) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of Securityholder, if applicable, (bii) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any (iA) statute, law, ordinance, rule or regulation or (iiB) judgment, order or decree, in each case, applicable to Securityholder or its properties or assets, or (ciii) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Securityholder is a party or by which Securityholder or Securityholder’s assets are bound, in the case of each of clauses (a) through (c), to the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Securityholder of its, his or her obligations under this Agreement.

Representations and Warranties of Securityholder. Securityholder hereby represents and warrants as follows: (a) Securityholder (ai) is the record or and beneficial owner of the Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (ix) restrictions on transfer under applicable securities laws, or (iiy) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships), and (bii) does not beneficially own any securities of the Company (including Company ADSs, options, Company RSUs, Company PSUs warrants or Company Convertible Notesconvertible securities) other than as set forth opposite its name on Schedule A.the Subject Securities. (b) Except with respect to obligations under the Company Organizational DocumentsCompany’s Bylaws, as applicable, Securityholder 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, the Transaction Agreement or the Deposit Agreement. (c) Securityholder (ai) if not a natural person, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (bii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement, the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof have been duly authorized by all requisite necessary corporate, company, partnership or other action on the part of Securityholder, and no other corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Agreement has been duly executed and delivered by Securityholder, constitutes a valid and binding obligation of Securityholder and, assuming due authorization, execution and delivery by the other parties heretothereto, is enforceable against Securityholder in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting or relating to creditors’ rights generally, and (bii) the availability of injunctive relief and other equitable remedies. (e) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in (a) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of Securityholder, if applicable, (b) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any (i) statute, law, ordinance, rule or regulation or (ii) judgment, order or decree, in each case, applicable to Securityholder or its properties or assets, or (c) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Securityholder is a party or by which Securityholder or Securityholder’s assets are bound, in the case of each of clauses (a) through (c), to the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Securityholder of its, his or her obligations under this Agreement.

Representations and Warranties of Securityholder. Securityholder hereby represents and warrants as follows: (a) Securityholder (ai) is the record or and beneficial owner of the Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (ix) restrictions on transfer under applicable securities laws, or (iiy) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships), and (bii) does not beneficially own any securities of the Company Parent (including Company ADSs, options, Company RSUs, Company PSUs warrants or Company Convertible Notesconvertible securities) other than as set forth opposite its name on Schedule A.the Subject Securities. (b) Except with respect to obligations under the Company Organizational DocumentsParent’s Bylaws, as applicable, Securityholder 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, the Transaction Agreement or the Deposit Agreement. (c) Securityholder (ai) if not a natural person, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (bii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement, the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof have been duly authorized by all requisite necessary corporate, company, partnership or other action on the part of Securityholder, and no other corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Agreement has been duly executed and delivered by Securityholder, constitutes a valid and binding obligation of Securityholder and, assuming due authorization, execution and delivery by the other parties heretothereto, is enforceable against Securityholder in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting or relating to creditors’ rights generally, and (bii) the availability of injunctive relief and other equitable remedies. (e) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in (a) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of Securityholder, if applicable, (b) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any (i) statute, law, ordinance, rule or regulation or (ii) judgment, order or decree, in each case, applicable to Securityholder or its properties or assets, or (c) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Securityholder is a party or by which Securityholder or Securityholder’s assets are bound, in the case of each of clauses (a) through (c), to the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Securityholder of its, his or her obligations under this Agreement.

Representations and Warranties of Securityholder. The Securityholder hereby represents and warrants as followsto Buyer, and acknowledges that Buyer is relying upon such representations and warranties in connection with entering into the Purchase Agreement, that at the date hereof: (a) Securityholder (a) is the record or beneficial owner as of the Subject Securitiesdate hereof, free and clear the Securityholder beneficially owns, directly or indirectly, or exercises control or direction over the number of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (i) restrictions on transfer under applicable securities laws, (ii) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships)Shares, and (b) does not beneficially own any the number and class of securities of the Company (including Company ADSsthat are convertible into Shares, options, Company RSUs, Company PSUs or Company Convertible Notes) other than as set forth opposite its name on Schedule A.under the Securityholder’s signature below; (b) Except with respect to obligations under the Company Organizational Documents, as applicable, Securityholder has the sole good and sufficient power, authority and right to Transferenter into this Support Agreement, to vote (or cause to vote) perform its obligations hereunder and to direct (or cause to direct) complete 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, the Transaction Agreement or the Deposit Agreement.transactions contemplated hereby; (c) Securityholder (a) if not a natural person, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (b) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement, the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof have been duly authorized by all requisite corporate, company, partnership or other action on the part of Securityholder, and no other corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Support Agreement has been duly executed and delivered by Securityholder, the Securityholder and constitutes a valid and binding obligation of the Securityholder and, assuming due authorization, execution and delivery by the other parties hereto, is enforceable against Securityholder it in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting or relating to creditors’ rights generally, and (b) the availability of injunctive relief and other equitable remedies.; (ed) The execution and delivery neither the entering into of this Agreement, Support Agreement nor the consummation performance by the Securityholder of its obligations hereunder or completion of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, violate or result in (a) any violation or constitute a breach of, of or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of Securityholder, if applicable, (b) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any (i) statute, law, ordinance, rule or regulation or (ii) judgment, order or decree, in each case, applicable to Securityholder or its properties or assets, or (c) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trustagreement, commitment, agreementarrangement, understanding, arrangement understanding or restriction of any kind to which the Securityholder is a party or by which the Securityholder or any of its assets (including the Subject Securities) are bound; (e) no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this Support Agreement); (f) none of the Subject Securities are, or will at the time of the Special Meeting be, subject to any voting trust or voting agreement (other than this Support Agreement), and there will not be any proxy in existence with respect to any of the Shares of the Securityholder except for any proxy given by the Securityholder for the purpose of fulfilling the Securityholder’s assets obligations hereunder; and (g) there are boundand, at all times up to and including the date of the Special Meeting, will be no restrictions on the Subject Securities that would prevent the Securityholder from voting or causing to be voted in favour of the case Approval Resolution any of each of clauses (a) through (c), the Subject Securities entitled to vote at the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Securityholder of its, his or her obligations under this AgreementSpecial Meeting.

Representations and Warranties of Securityholder. Securityholder hereby represents and warrants as follows: (a) Securityholder (ai) is the record or registered legal and beneficial owner of the Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (ix) restrictions on transfer under applicable securities laws, or (iiy) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships), and (bii) does not legally or beneficially own any securities of the Company Parent (including Company ADSs, options, Company RSUs, Company PSUs warrants or Company Convertible Notesconvertible securities) other than as the Subject Securities set forth opposite its name on Schedule A. (b) Except with respect to obligations under the Company Parent’s Organizational Documents, as applicable, Securityholder has the sole right to Transfer, as defined below, 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. For purposes hereof, a Person shall be deemed to have effected a “Transfer” of Subject Securities if such Person directly or indirectly: (a) sells, pledges, encumbers, grants an option with respect to, transfers, assigns, or otherwise disposes of any Subject Securities, or any interest in such Subject Securities; or (b) enters into an agreement or commitment providing for the Transaction Agreement sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or the Deposit Agreementdisposition of such Subject Securities or any interest therein. (c) Securityholder (ai) if not a natural person, is duly organized, validly existing and (where such concept exists in its jurisdiction of incorporation) in good standing under the laws of its jurisdiction of organization, and (bii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement, the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof have been duly authorized by all requisite necessary corporate, company, partnership or other action on the part of Securityholder, and no other corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Agreement has been duly executed and delivered by Securityholder, constitutes a valid and binding obligation of Securityholder and, assuming due authorization, execution and delivery by the other parties heretothereto, is enforceable against Securityholder in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting or relating to creditors’ rights generally, and (bii) the availability of injunctive relief and other equitable remedies. (e) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in (a) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of Securityholder, if applicable, (b) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any (i) statute, law, ordinance, rule or regulation or (ii) judgment, order or decree, in each case, applicable to Securityholder or its properties or assets, or (c) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Securityholder is a party or by which Securityholder or Securityholder’s assets are bound, in the case of each of clauses (a) through (c), to the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Securityholder of its, his or her obligations under this Agreement.

Representations and Warranties of Securityholder. Securityholder hereby represents and warrants as follows: (a) Securityholder (ai) is the record or and beneficial owner of the Subject Securities, free and clear of any liens, adverse claims, charges charges, or other encumbrances of any nature whatsoever (other than pursuant to (ix) restrictions on transfer under applicable securities laws, or (iiy) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships), and (bii) does not beneficially own any securities of the Company Aceragen (including Company ADSs, options, Company RSUs, Company PSUs warrants or Company Convertible Notesconvertible securities) other than as set forth opposite its name on Schedule A.the Subject Securities. (b) Except with respect to obligations under the Company Organizational Documents, as applicableXxxxxxxx’s Bylaws, Securityholder 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 transfer or the voting of the Subject Securities (other than restrictions on transfer under applicable securities laws), except as set forth in this Agreement, the Transaction Agreement or the Deposit Agreement. (c) Securityholder (a) Securityholder, if not a natural person, : (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (bii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement, the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof have been duly authorized by all requisite necessary corporate, company, partnership or other action on the part of Securityholder, and no other corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Agreement has been duly executed and delivered by Securityholder, constitutes a valid and binding obligation of Securityholder and, assuming due authorization, execution and delivery by the other parties heretothereto, is enforceable against Securityholder in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting or relating to creditors’ rights generally, and (bii) the availability of injunctive relief and other equitable remedies. (e) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in (ai) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of Securityholder, if applicable, (bii) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any (iA) statute, law, ordinance, rule or regulation or (iiB) judgment, order or decree, in each case, applicable to Securityholder or its properties or assets, or (ciii) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Securityholder is a party or by which Securityholder or Securityholder’s assets are bound, in the case of each of clauses (a) through (c), to the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Securityholder of its, his or her obligations under this Agreement.

Representations and Warranties of Securityholder. (1) The Securityholder hereby represents and warrants as followsto the Purchaser (and acknowledges that the Purchaser is relying upon such representations and warranties) that: (a) the Securityholder (a) is the record or registered and/or beneficial owner of, or exercises control or direction over, all of the Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (i) restrictions on transfer under applicable securities laws, (ii) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships), and (b) does not beneficially own any securities of the Company (including Company ADSs, options, Company RSUs, Company PSUs or Company Convertible Notes) other than as set forth opposite its name on Relevant Securities listed in Schedule A.“A”; (b) Except with respect other than the Relevant Securities, the Securityholder does not own (as registered owner or beneficial owner), or exercise control or direction over, any Company Shares or any options, warrants or other rights to obligations under acquire any additional Company Shares or any security exercisable for or convertible into Company Shares; (c) except pursuant hereto, no Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the Company Organizational Documentspurchase, as applicable, Securityholder has the sole right to Transfer, to vote (acquisition or cause to vote) and to direct (or cause to direct) the voting transfer of any of the Subject Relevant Securities, or any interest therein or right thereto, and none of the Subject Relevant Securities are subject to any proxy, voting trust trust, vote pooling or other agreement, arrangement or restriction agreement with respect to the Transfer right to vote the Relevant Securities, call meetings of holders of the Company Shares or give consents or approvals of any kind; (d) the Securityholder has the full authority and capacity to vote or direct the voting of the Subject Relevant Securities (other than restrictions on transfer under applicable securities laws), except as set forth and to give or cause to be given a proxy for the Relevant Securities in this Agreement, connection with the Transaction Agreement or the Deposit Agreement.Company Meeting; (ce) Securityholder (a) if not a natural person, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (b) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement, the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof have been duly authorized by all requisite corporate, company, partnership or other action on the part of Securityholder, and no other corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. (d) This Agreement has been duly executed and delivered by Securityholder, the Securityholder and constitutes a legal, valid and binding obligation of Securityholder andthe Securityholder, assuming due authorization, execution and delivery by the other parties hereto, is enforceable against Securityholder in accordance with its terms, except as such enforceability may be limited by (a) subject to laws of general application and bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or insolvency and other similar laws affecting or relating to creditors’ rights generally, generally and general principles of equity; (bf) the availability of injunctive relief and other equitable remedies. (e) The execution and delivery of this Agreement, Agreement by the consummation Securityholder and the performance by the Securityholder of the transactions its obligations contemplated hereby and compliance with the provisions hereof herein do not and will not conflict withconstitute a default, or result in (a) any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of the organizational documents of Securityholder, if applicable, (b) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any (i) statute, law, ordinance, rule or regulation or (ii) judgment, order or decree, in each case, applicable to Securityholder or its properties or assets, or (c) any material violation or breach of, or default (with or without notice or lapse of time, or both) under any material contract, trust, commitment, agreement, understandingarrangement, arrangement understanding or restriction of any kind to which the Securityholder is a party or by which Securityholder or Securityholder’s assets are it is bound, except such violations, conflicts, defaults or breaches which could not, individually or in the case aggregate, impair the ability of each of clauses (a) through (c), the Securityholder to the extent such violation, breach or other action would prevent, enjoin or materially delay the performance by such Securityholder of its, his or her perform its obligations under this Agreement; and (g) to the actual knowledge of the Securityholder, there is no proceeding, claim or investigation pending before any Governmental Entity, or threatened against the Securityholder or any properties of the Securityholder that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Securityholder’s ability to execute and deliver this Agreement and to perform his or her its obligations contemplated by this Agreement.