Common use of Representations and Warranties of the Company Shareholder Clause in Contracts

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to Parent as follows: (a) The Company Shareholder is the beneficial or record owner of the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws or applicable other securities Laws or (ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Time, the voting power to control the vote and consent as contemplated herein, the power of disposition, the power to issue instructions with respect to the matters set forth in Section 3, and the power to agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) As of the date hereof and for so long as this Agreement remains in effect, except as otherwise provided in this Agreement, the Company Shareholder has full power, authority, legal right and capacity to: (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other Person (including any Governmental Authority), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company Shareholder, CAP 1 LLC, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx and Rxxxxxx X. Deutsch, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx, Rxxxxxx X. Xxxxxx, the Company Shareholder and CAP 1 LLC, the Company Shareholder has not entered into any voting agreement with any Person with respect to any of the Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Shareholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of the Company Shareholder, enforceable against the Company Shareholder in accordance with its terms (except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity). (d) The execution, delivery and performance of this Agreement by the Company Shareholder does not require any spousal approval or consent. The execution, delivery and performance of this Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the trust agreement of the Company Shareholder, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under or receive payment or additional rights under, or constitute a default under, any contract to which the Company Shareholder is a party or by which it is bound or (iii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)”, “(ii)” and “(iii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company Shareholder, threatened against or affecting the Company Shareholder before or by any Governmental Authority that would reasonably be expected to impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to Parent as followsPurchaser, and hereby acknowledges that the Company and Purchaser are relying upon such representations and warranties, that at the date hereof: (a) The the Company Shareholder is the beneficial owner of, or record owner of the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws exercises control or applicable other securities Laws or (ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Timedirection over, the voting power Subject Securities and has the power, authority and right to control the vote and consent as contemplated herein, the power of disposition, the power to issue instructions with respect to the matters set forth in Section 3, and the power to agree to all of the matters set forth in enter into this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.letter agreement; (b) As none of the date hereof and for so long as this Agreement remains in effectSubject Securities are, except as otherwise provided in this Agreement, or will be at the time of the Company Shareholder has full powerMeeting, authority, legal right and capacity to: subject to any voting trust or voting agreement (i) make, enter into and carry out the terms of other than this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other Person (including any Governmental Authorityletter agreement), except for and there will not be any such consent, approval or action that, individually or proxy in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company Shareholder, CAP 1 LLC, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx and Rxxxxxx X. Deutsch, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx, Rxxxxxx X. Xxxxxx, the Company Shareholder and CAP 1 LLC, the Company Shareholder has not entered into any voting agreement with any Person existence with respect to any of the Shares, granted any Person Subject Securities except for any proxy (revocable or irrevocable) or power given by the Company Shareholder for the purpose of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair fulfilling the Company Shareholder’s ability to perform its obligations under this Agreement.hereunder; (c) This Agreement no Person has any agreement or option, or any right or privilege (whether by Law, preemptive 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 letter agreement or pursuant to the rights and conditions attaching to the Subject Securities); (d) this letter agreement has been duly executed and delivered by the Company Shareholder andShareholder, and assuming the due authorization, execution and delivery by ParentPurchaser, constitutes a valid and binding obligation of the Company Shareholder, Shareholder enforceable against the Company Shareholder it in accordance with its terms (except, in each case, as enforcement may be limited by subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and by to general principles of equity).; (de) The execution, delivery and performance neither the entering into of this Agreement letter agreement nor the performance by the Company Shareholder does not require of any spousal approval or consent. The execution, delivery and performance of this Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the trust agreement of the Company Shareholder, (ii) violate, conflict with or result in the ’s obligations under this letter agreement will constitute a breach of any of the terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under or receive payment or additional rights under, or constitute a default under, any contract agreement to which the Company Shareholder is a party or by which it is bound or (iii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)”, “(ii)” and “(iii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement.assets or properties (including the Subject Securities) are bound; and (f) As of there are and, at all times up to and including the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company ShareholderMeeting, threatened against or affecting will be no restrictions on the Subject Securities which would prevent the Company Shareholder before or by from voting any Governmental Authority that would reasonably be expected to impair in any material respect the ability of the Subject Securities which are entitled to be voted at the Company Shareholder to perform its obligations hereunder or to consummate Meeting, in favor of the transactions contemplated hereby on a timely basisArrangement Resolution.

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to Parent as follows: (a) The Company Shareholder is the beneficial or record owner of the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws or applicable other securities Laws or (ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Time, the voting power to control the vote and consent as contemplated herein, the power of disposition, the power to issue instructions with respect to the matters set forth in Section 3, and the power to agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) As of the date hereof and for so long as this Agreement remains in effect, except as otherwise provided in this Agreement, the Company Shareholder has full power, authority, legal right and capacity to: (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other Person (including any Governmental Authority), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company Shareholder, CAP 1 LLC, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx and Rxxxxxx X. Deutsch, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx, Rxxxxxx X. Xxxxxx, Xxxxxx and the Company Shareholder and CAP 1 LLCShareholder, the Company Shareholder has not entered into any voting agreement with any Person with respect to any of the Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Shareholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of the Company Shareholder, enforceable against the Company Shareholder in accordance with its terms (except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity). (d) The execution, delivery and performance of this Agreement by the Company Shareholder does not require any spousal approval or consent. The execution, delivery and performance of this Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the trust agreement of the Company Shareholder, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under or receive payment or additional rights under, or constitute a default under, any contract to which the Company Shareholder is a party or by which it is bound or (iiiii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)”, “(ii)” and “(iiiii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company Shareholder, threatened against or affecting the Company Shareholder before or by any Governmental Authority that would reasonably be expected to impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to Parent as follows: (a) The Company Shareholder is the beneficial or record owner of the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws or applicable other securities Laws or (ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Time, the voting power to control the vote and consent as contemplated herein, the power of disposition, the power to issue instructions with respect to the matters set forth in Section 3, and the power to agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) The execution, delivery and performance by the Company Shareholder of this Agreement have been duly and validly authorized by all necessary limited liability company action of the Company Shareholder. As of the date hereof and for so long as this Agreement remains in effect, except as otherwise provided in this Agreement, the Company Shareholder has full power, authority, legal right limited liability company power and capacity authority to: (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other Person (including any Governmental Authority), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company Shareholder, CAP 1 LLC, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx and Rxxxxxx X. Deutsch, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx, Rxxxxxx X. Xxxxxx, Xxxxxx and the Company Shareholder and CAP 1 LLCShareholder, the Company Shareholder has not entered into any voting agreement with any Person with respect to any of the Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Shareholder and, assuming the due authorization, execution and delivery by ParentParent and the Loan Parties, constitutes a valid and binding obligation of the Company Shareholder, enforceable against the Company Shareholder in accordance with its terms (except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity). (d) The execution, delivery and performance of this Agreement by the Company Shareholder does not require any spousal approval or consent. The execution, delivery and performance of this Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the trust limited liability company agreement or other organizational documents of the Company Shareholder, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under or receive payment or additional rights under, or constitute a default under, any contract to which the Company Shareholder is a party or by which it is bound or (iii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)”, “(ii)” and “(iii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company Shareholder, threatened against or affecting the Company Shareholder before or by any Governmental Authority that would reasonably be expected to impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to Parent as follows: (a) The Company Shareholder is the beneficial or record owner of the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws or applicable other securities Laws or (ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Time, the voting power to control the vote and consent as contemplated herein, the power of disposition, the power to issue instructions with respect to the matters set forth in Section 3, and the power to agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) As of the date hereof and for so long as this Agreement remains in effect, except as otherwise provided in this Agreement, the Company Shareholder has full power, authority, legal right and capacity to: (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other Person (including any Governmental Authority), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company Shareholder, CAP 1 LLC, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx and Rxxxxxx X. Deutsch, to the extent and only to the extent such agreement may be applicable to the Shares, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx, Rxxxxxx X. Xxxxxx, the Company Shareholder and CAP 1 LLC, to the extent and only to the extent such agreement may be applicable to the Shares, the Company Shareholder has not entered into or become subject to any voting agreement with any Person with respect to any of the Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Shareholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of the Company Shareholder, enforceable against the Company Shareholder in accordance with its terms (except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity). (d) The execution, delivery and performance of this Agreement by the Company Shareholder does not require any spousal approval or consent, other than as provided on the signature page. The execution, delivery and performance of this Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the trust agreement of the Company Shareholder, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under or receive payment or additional rights under, or constitute a default under, any contract to which the Company Shareholder is a party or by which it is bound or (iiiii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)”, and “(ii)” and “(iii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company Shareholder, threatened against or affecting the Company Shareholder before or by any Governmental Authority that would reasonably be expected to impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Representations and Warranties of the Company Shareholder. The (a) Each Company Shareholder hereby represents and warrants to Parent as follows: (a) The Parent, on behalf of itself, that the Equity Securities set forth across from such Company Shareholder’s name on Schedule 1 attached hereto constitute all of the Company Shares legally or beneficially owned by such Company Shareholder is the beneficial or record owner as of the Shares indicated date hereof. Each Company Shareholder has good and valid title to such Equity Securities set forth across from such Company Shareholder’s name on Schedule 1 attached hereto and as of the signature page hereto, Effective Time will have good and valid title to all Equity Securities held by such Company Shareholder free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws or applicable other securities Laws or (ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this AgreementLaws). The Company Shareholder has, and will have at all times through the Effective Time, the voting power to control the vote and consent as contemplated herein, the power of disposition, the power to issue instructions with respect to the matters set forth in Section 3, and the power to agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) As Each Company Shareholder hereby represents and warrants to Parent, on behalf of itself, that: (A) (i) in the date hereof and for so long as this Agreement remains in effectevent that such Company Shareholder is an individual, except as otherwise provided in this Agreement, the such Company Shareholder has full powerall requisite capacity to execute and deliver this Agreement and the Transaction Agreements to which he or she is a party and to perform his or her obligations hereunder and thereunder, authority, legal right and capacity to: (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all in the event such Company Shareholder is a legal entity, (1) such Company Shareholder is duly organized, validly existing and in good standing under the laws of the Shares in jurisdiction of its formation or organization and has the manner set forth in requisite corporate, limited liability company or other entity power and authority, as applicable, to execute and deliver this Agreement without the consent or approval of, or any other action on the part of, any other Person (including any Governmental Authority), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Shareholder’s ability and to perform its obligations under hereunder and (2) the execution, delivery and performance by such Company Shareholder of this Agreement. Without limiting Agreement and its obligations hereunder have been duly and validly authorized by such Company Shareholder and no other act or proceeding on the generality part of such Company Shareholder is necessary to authorize the foregoingexecution, except for (1) delivery or performance of this Agreement, (2B) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company Shareholder, CAP 1 LLC, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx and Rxxxxxx X. Deutsch, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx, Rxxxxxx X. Xxxxxx, the Company Shareholder and CAP 1 LLC, the Company Shareholder has not entered into any voting agreement with any Person with respect to any of the Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the such Company Shareholder and, assuming the due authorization, execution and delivery by Parenteach other party hereto, constitutes a valid and binding obligation of the such Company Shareholder, enforceable against the Company Shareholder in accordance with its terms terms, subject to the Remedies Exception, and (except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally C) neither the execution and by general principles of equity). (d) The execution, delivery and performance of this Agreement by nor the Company Shareholder does not require any spousal approval or consent. The execution, delivery and performance consummation of this Agreement by the Company Shareholder does not and transactions contemplated hereby will not (whether with or without notice or lapse of time, or both) (i) violate if such Company Shareholder is a legal entity, conflict with or result in any material breach of any provision of the trust agreement Charter Documents of the such Company Shareholder, (ii) violaterequire any material filing with, conflict or the obtaining of any material consent or material approval of, any Governmental Entity by such Company Shareholder (other than the filings, notices and reports pursuant to, in compliance with or result required to be made under the Singapore Companies Act and other than those set forth as conditions to Closing in the breach of any of the terms or conditions ofBusiness Combination Agreement), result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under or receive payment or additional rights under, or constitute a default under, any contract to which the Company Shareholder is a party or by which it is bound or (iii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)”, “(ii)” and “(iii)” as would not, either individually or in the aggregate, impair in any material respect any material Law applicable to such Company Shareholder, except, in the ability case of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. foregoing clauses (eii) The executionand (iii), delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of violations which to make or obtainwould not, individually or in the aggregate, has not and would not reasonably be expected to prevent or materially impair delay the Company Shareholder’s ability to perform its obligations under consummation of the transactions contemplated by this Agreement. (fc) As Effective as of the date hereofMailing Date, there is no suiteach Company Shareholder hereby agrees to irrevocably appoint as its proxy and attorney-in-fact, Parent and any person designated in writing by Parent, each of them individually, with full power of substitution and resubstitution, to consent to or vote the Equity Securities as indicated in Section 1 above. Each Company Shareholder intends this proxy to be irrevocable and unconditional as of the Mailing Date and during the term of this Agreement and coupled with an interest and will take such further action or execute such other proceeding pending orinstruments as may be reasonably necessary to effect the intent of this proxy, and hereby revokes any proxy previously granted by such Company Shareholder with respect to the knowledge Equity Securities (and such Company Shareholder hereby represents that any such proxy is revocable). The proxy granted by each Company Shareholder shall be automatically revoked upon the occurrence of the Termination Date and Parent may further terminate this proxy at any time at its sole election by written notice provided to such Company Shareholder, threatened against or affecting the Company Shareholder before or by any Governmental Authority that would reasonably be expected to impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to Parent as followsPurchaser, and hereby acknowledges that the Company and Purchaser are relying upon such representations and warranties, that at the date hereof: (a) The the Company Shareholder is the beneficial owner of, or record owner of the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws exercises control or applicable other securities Laws or (ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Timedirection over, the voting power Subject Securities and has the power, authority and right to control the vote and consent as contemplated herein, the power of disposition, the power to issue instructions with respect to the matters set forth in Section 3, and the power to agree to all of the matters set forth in enter into this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.letter agreement; (b) As none of the date hereof and for so long as this Agreement remains in effectSubject Securities are, except as otherwise provided in this Agreement, or will be at the time of the Company Shareholder has full powerMeeting, authority, legal right and capacity to: subject to any voting trust or voting agreement (i) make, enter into and carry out the terms of other than this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other Person (including any Governmental Authorityletter agreement), except for and there will not be any such consent, approval or action that, individually or proxy in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company Shareholder, CAP 1 LLC, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx and Rxxxxxx X. Deutsch, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx, Rxxxxxx X. Xxxxxx, the Company Shareholder and CAP 1 LLC, the Company Shareholder has not entered into any voting agreement with any Person existence with respect to any of the Shares, granted any Person Subject Securities except for any proxy (revocable or irrevocable) or power given by the Company Shareholder for the purpose of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair fulfilling the Company Shareholder’s ability to perform its obligations under this Agreement.hereunder; (c) This Agreement 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 letter agreement or pursuant to the rights and conditions attaching to the Subject Securities); (d) this letter agreement has been duly executed and delivered by the Company Shareholder andShareholder, and assuming the due authorization, execution and delivery by ParentPurchaser, constitutes a valid and binding obligation of the Company Shareholder, Shareholder enforceable against the Company Shareholder it in accordance with its terms (except, in each case, as enforcement may be limited by subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and by to general principles of equity).; (de) The execution, delivery and performance neither the entering into of this Agreement letter agreement nor the performance by the Company Shareholder does not require of any spousal approval or consent. The execution, delivery and performance of this Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the trust agreement of the Company Shareholder, (ii) violate, conflict with or result in the ’s obligations under this letter agreement will constitute a breach of any of the terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under or receive payment or additional rights under, or constitute a default under, any contract agreement to which the Company Shareholder is a party or by which it is bound or (iii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)”, “(ii)” and “(iii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement.assets or properties (including the Subject Securities) are bound; and (f) As of there are and, at all times up to and including the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company ShareholderMeeting, threatened against or affecting will be no restrictions on the Subject Securities which would prevent the Company Shareholder before or by from voting any Governmental Authority that would reasonably be expected to impair in any material respect the ability of the Subject Securities which are entitled to be voted at the Company Shareholder to perform its obligations hereunder or to consummate Meeting, in favor of the transactions contemplated hereby on a timely basisArrangement Resolution.

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to Parent as follows: (a) The Company Shareholder is the beneficial or record owner of the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws or applicable other securities Laws or (ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Time, the voting power to control the vote and consent as contemplated herein, the power of disposition, the power to issue instructions with respect to the matters set forth in Section 3, and the power to agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) As of the date hereof and for so long as this Agreement remains in effect, except as otherwise provided in this Agreement, the Company Shareholder has full power, authority, legal right and capacity to: (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other Person (including any Governmental Authority), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company Shareholder, CAP 1 LLC, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx and Rxxxxxx X. Deutsch, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx, Rxxxxxx X. Xxxxxx, the Company Shareholder and CAP 1 LLC, the Company Shareholder has not entered into any voting agreement with any Person with respect to any of the Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Shareholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of the Company Shareholder, enforceable against the Company Shareholder in accordance with its terms (except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity). (d) The execution, delivery and performance of this Agreement by the Company Shareholder does not require any spousal approval or consent. The execution, delivery and performance of this Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the trust agreement of the Company Shareholder, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under or receive payment or additional rights under, or constitute a default under, any contract to which the Company Shareholder is a party or by which it is bound or (iiiii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)”, “(ii)” and “(iiiii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company Shareholder, threatened against or affecting the Company Shareholder before or by any Governmental Authority that would reasonably be expected to impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to Parent as follows: (a) The Company Shareholder is the beneficial or record owner of the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws or applicable other securities Laws or (ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Time, the voting power to control the vote and consent as contemplated herein, the power of disposition, the power to issue instructions with respect to the matters set forth in Section 3, and the power to agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) The execution, delivery and performance by the Company Shareholder of this Agreement have been duly and validly authorized by all necessary corporate action of the Company Shareholder. As of the date hereof and for so long as this Agreement remains in effect, except as otherwise provided in this Agreement, the Company Shareholder has full power, authority, legal right corporate power and capacity authority to: (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other Person (including any Governmental Authority), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company Shareholder, CAP 1 LLC, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx and Rxxxxxx X. Deutsch, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, Txxxxxx X. Xxxx, Sxxxxxx X. Xxxxxxx, Rxxxxxx X. Xxxxxx, Xxxxxx and the Company Shareholder and CAP 1 LLCShareholder, the Company Shareholder has not entered into any voting agreement with any Person with respect to any of the Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Shareholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of the Company Shareholder, enforceable against the Company Shareholder in accordance with its terms (except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity). (d) The execution, delivery and performance of this Agreement by the Company Shareholder does not require any spousal approval or consent. The execution, delivery and performance of this Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the trust agreement certificate of incorporation, bylaws or other organizational documents of the Company Shareholder, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under or receive payment or additional rights under, or constitute a default under, any contract to which the Company Shareholder is a party or by which it is bound or (iii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)”, “(ii)” and “(iii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company Shareholder, threatened against or affecting the Company Shareholder before or by any Governmental Authority that would reasonably be expected to impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.