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

Representations and Warranties of the Company Stockholder. The Company Stockholder hereby represents and warrants to the Parent as follows: (i) The Company Stockholder is the beneficial or record owner of the Shares indicated on the signature page of this Agreement free and clear of any and all Liens (other than a Lien that would not materially impair the Company Stockholder’s ability to perform its obligations under this Agreement); and (ii) the Company Stockholder does not beneficially own any securities of the Company other than the Shares set forth on the signature page of this Agreement. The Company Stockholder 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). (b) The execution, delivery and performance by the Company Stockholder of this Agreement have been duly and validly authorized by all necessary corporate action of the Company Stockholder. Except as otherwise provided in this Agreement, the Company Stockholder has the corporate power and 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 Entity), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Stockholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, the Company Stockholder 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 Stockholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Stockholder and, assuming the due authorization, execution and delivery by the Parent, constitutes a valid and binding obligation of the Company Stockholder, enforceable against the Company Stockholder in accordance with its terms (except to the extent that enforceability may be limited by the Bankruptcy and Equity Exception). (d) The execution, delivery and performance of this Agreement by the Company Stockholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the certificate of incorporation, bylaws or other organizational documents of the Company Stockholder, (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 Stockholder is a party or by which it is bound or (iii) violate any order, injunction or other legal restraint binding on the Company Stockholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)” through “(iii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Stockholder 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 Stockholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, 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 Stockholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no Proceeding pending or, to the knowledge of the Company Stockholder, threatened against or affecting the Company Stockholder before or by any Governmental Entity that would reasonably be expected to impair in any material respect the ability of the Company Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Representations and Warranties of the Company Stockholder. (a) The Company Stockholder hereby represents and warrants to Parent that the Parent Equity Securities set forth on Schedule 1 attached hereto constitute all of the shares of Company Common Stock, Company Preferred Stock, vested Company Restricted Stock, Company Options, Company Warrants, and other Company Interests owned of record or beneficially by the Company Stockholder as follows: (i) of the date hereof. The Company Stockholder is the beneficial or record owner has good and valid title to such Equity Securities set forth on Schedule I attached hereto and as of the Shares indicated Effective Time will have good and valid title to such Equity Securities held by the Company Stockholder set forth on the signature page of this Agreement Schedule I attached hereto free and clear of any and all Liens (other than a Lien that would not materially impair the Company Stockholder’s ability to perform its obligations transfer restrictions under this Agreement); and (ii) the Company Stockholder does not beneficially own any applicable securities of the Company other than the Shares set forth on the signature page of this Agreement. The Company Stockholder 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, Laws and the power to agree to all of the matters set forth in this Investors’ Rights Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). (b) [(A) The Company Stockholder has all requisite capacity to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by the Merger Agreement,] // [(A) The Company Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or organization and has the requisite corporate, limited liability company or other entity power and authority, as applicable, to execute and deliver this Agreement and to perform its obligations hereunder,] [(B) the execution, delivery and performance by the Company Stockholder of this Agreement and its obligations hereunder have been duly and validly authorized by all necessary corporate action the Company Stockholder and no other act or proceeding on the part of the Company Stockholder. Except as otherwise provided in this AgreementStockholder is necessary to authorize the execution, the Company Stockholder has the corporate power and authority to (i) make, enter into and carry out the terms delivery or performance of this Agreement; and ,] (ii[C]) vote all of the Shares in the manner set forth in this Agreement without the consent or approval ofhas been, or any other action on the part of, any other Person (including any Governmental Entity), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Stockholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, the Company Stockholder 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 Stockholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Stockholder and, assuming the due authorization, execution and delivery by the Parenteach other party hereto, constitutes a valid and binding obligation of the Company Stockholder, enforceable against the Company Stockholder in accordance with its terms (except terms, subject to the extent that enforceability may be limited by Remedies Exception, and ([D]) neither the Bankruptcy execution and Equity Exception). (d) The execution, delivery and performance of this Agreement by nor the Company Stockholder does not and consummation of the transactions contemplated hereby will not (whether with or without notice or lapse of time, or both) [(i) violate any provision of the certificate of incorporation, bylaws or other organizational documents of the Company Stockholder, (ii) violate, conflict with or result in the any material breach of any provision of the terms Charter Documents of the Company Stockholder,] (ii) require any material filing with, or conditions the obtaining of any material consent or material approval 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 Governmental Entity by the Company Stockholder is a party (other than the filings, notices and reports pursuant to, in compliance with or by which it is bound required to be made under the Exchange Act and other than those set forth as conditions to closing in the Merger Agreement), or (iii) violate any order, injunction or other legal restraint binding on the Company Stockholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)” through “(iii)” as would not, either individually or in the aggregate, impair in any material respect any material Law applicable to the ability Company Stockholder, except, in the case of the Company Stockholder 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 Stockholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, 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 materially impair reasonably be expected to prevent or delay the Company Stockholder’s ability to perform its obligations under consummation of the transactions contemplated by this Agreement. (fc) As The Company Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact, Parent and any person designated in writing by Parent, each of the date hereofthem individually, there is no Proceeding pending orwith full power of substitution and resubstitution, to consent to or vote the knowledge Equity Securities as indicated in Section 1 above. The Company Stockholder intends this proxy to be irrevocable and unconditional during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the Company Stockholderintent of this proxy, threatened against or affecting and hereby revokes any proxy previously granted by the Company Stockholder before or by any Governmental Entity that would reasonably be expected with respect to impair in any material respect the ability of Equity Securities (and the Company Stockholder hereby represents that any such proxy is revocable). The proxy granted by the Company Stockholder shall be automatically revoked upon the occurrence of the Termination Date and the Company may further terminate this proxy at any time at its sole election by written notice provided to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basisStockholder.

Representations and Warranties of the Company Stockholder. (a) The Company Stockholder hereby represents and warrants to Parent that the Parent Equity Securities held by the Company Stockholder constitute all of the shares of Company Common Stock, Company Preferred Stock and other Equity Interests of the Group Companies owned of record or beneficially by the Company Stockholder as follows: (i) of the date hereof. The Company Stockholder is the beneficial or record owner has good and valid title to such Equity Securities and as of the Shares indicated on the signature page of this Agreement Effective Time will have good and valid title to such Equity Securities free and clear of any and all Liens (other than a Lien that would not materially impair the Company Stockholder’s ability to perform its obligations transfer restrictions under this Agreement); applicable securities Laws and (ii) the Company Stockholder does not beneficially own any securities of the Company other than the Shares set forth on the signature page of this Agreement. The Company Stockholder has and will have at all times through the Effective Time the voting power to control the vote and consent restrictions 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(aStockholder Agreements). (b) [(A) The Company Stockholder has all requisite capacity to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby,] // [(A) The Company Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or organization and has the requisite corporate, limited liability company or other entity power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby,] [(B) the execution, delivery and performance by the Company Stockholder of this Agreement and the Ancillary Agreements to which it is a party, and its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action the Company Stockholder and no other act or proceeding on the part of the Company Stockholder. Except as otherwise provided in Stockholder is necessary to authorize the execution, delivery or performance of this AgreementAgreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby,] ([C]) this Agreement has been, and the Ancillary Agreements to which the Company Stockholder has the corporate power and authority to (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all is or will be a party as of the Shares in the manner set forth in this Agreement without the consent or approval ofClosing Date shall be, or any other action on the part of, any other Person (including any Governmental Entity), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Stockholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, the Company Stockholder 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 Stockholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Stockholder and, assuming the due authorization, execution and delivery by the Parenteach other party hereto and thereto, constitutes a valid and binding obligation of the Company Stockholder, enforceable against the Company Stockholder in accordance with its terms terms, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies, and (except to [D]) neither the extent that enforceability may be limited by the Bankruptcy execution and Equity Exception). (d) The execution, delivery and performance of this Agreement by nor the Company Stockholder does not and consummation of the transactions contemplated hereby will not (whether with or without notice or lapse of time, or both) [(i) violate any provision of the certificate of incorporation, bylaws or other organizational documents of the Company Stockholder, (ii) violate, conflict with or result in the any material breach of any provision of the terms Governing Documents of the Company Stockholder,] ([ii]) require any material filing with, or conditions the obtaining of any material consent or material approval of, result in any (or Governmental Entity by the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action underCompany Stockholder, 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 Stockholder is a party or by which it is bound or (iii) violate any order, injunction or other legal restraint binding on the Company Stockholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)” through “[(iii)” as would not, either individually or in the aggregate, impair ] violate in any material respect the ability of the Company Stockholder any material Law applicable 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 Stockholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, 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 Stockholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no Proceeding pending or, to the knowledge of the Company Stockholder, threatened against or affecting except, in the Company Stockholder before or by any Governmental Entity that would reasonably be expected to impair in any material respect the ability case of the Company Stockholder to perform its obligations hereunder foregoing clauses [(ii) and (iii)], for violations which would not prevent or to consummate delay the consummation of the transactions contemplated hereby on a timely basisby this Agreement and the Ancillary Agreements.

Representations and Warranties of the Company Stockholder. (a) The Company Stockholder hereby represents and warrants to Parent that the Parent Subject Equity Securities set forth on Schedule 1 attached hereto constitute all of the shares of Company Common Stock, Company Preferred Stock, vested Company Restricted Stock, other Company Interests and other securities and equity interests of the Company (including equity interests convertible, exercisable or exchangeable for, and rights to purchase or acquire, any Company Interests or other securities or equity interests of the Company) held of record or beneficially owned by the Company Stockholder or with respect to which the Company Stockholder has voting power, in each case as follows: (i) of the date hereof. The Company Stockholder is the record holder and beneficial or record owner of all of its Subject Equity Securities and has, and shall have throughout the Shares indicated on Applicable Period (including as of the signature page Effective Time), full voting power and power of this Agreement disposition with respect to all such Subject Equity Securities, in each case free and clear of any Liens, except for any such Liens that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws, (iii) the Company’s Governance Documents or (iv) as applicable, a Loan, Pledge and all Liens Option Agreement (as defined in Schedule 4.3(b) of the Company Disclosure Letter, each of which, for the avoidance of doubt, will terminate in connection with the Closing). No Person has any contractual or other than a Lien that would not materially impair right or obligation to purchase or otherwise acquire any of the Company Stockholder’s ability to perform its obligations under this Agreement); and (ii) the Company Stockholder does not beneficially own any securities of the Company Subject Equity Securitas other than the Shares set forth on the signature page of this Agreement. The Company Stockholder 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 pursuant to the matters Merger Agreement, as set forth in Section 3the Company’s Governance Documents or the Company’s purchase rights pursuant to a Loan, Pledge and the power to agree to all of the matters set forth in this Option Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). (b) The In the event that the Company Stockholder is an individual, the Company Stockholder has full power, right and legal capacity to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to perform his or her obligations hereunder and thereunder and to consummate the Transactions. In the event that the Company Stockholder is a legal entity, (i) the Company Stockholder is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or organization and has the requisite corporate, limited liability company or other entity power and authority, as applicable, to execute and deliver this Agreement and to perform its obligations hereunder, (ii) the execution, delivery and performance by the Company Stockholder of this Agreement and its obligations hereunder have been duly and validly authorized by all necessary corporate action the Company Stockholder and no other act or proceeding on the part of the Company Stockholder. Except as otherwise provided in Stockholder is necessary to authorize the execution, delivery or performance of this Agreement, the Company Stockholder has the corporate power and authority to (i) make, enter into and carry out the terms of this Agreement; and (iiiii) 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 Entity), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Stockholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, the Company Stockholder 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 Stockholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Stockholder and, assuming the due authorization, execution and delivery by the Parenteach other party hereto, constitutes a valid and binding obligation of the Company Stockholder, enforceable against the Company Stockholder in accordance with its terms (except terms, subject to the extent that enforceability may be limited by Remedies Exception. Neither the Bankruptcy execution and Equity Exception). (d) The execution, delivery and performance of this Agreement by nor the consummation of the transactions contemplated hereby will (x) if the Company Stockholder does not and will not (whether is a legal entity, conflict with or without notice or lapse result in any breach of time, or both) (i) violate any provision of the certificate of incorporation, bylaws or other organizational documents Charter Documents of the Company Stockholder, (iiy) require any filing with, or the obtaining of any material consent or material approval of, any Governmental Entity by the Company Stockholder (other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act and other than those set forth as conditions to closing in the Merger Agreement), or (z) with or without notice, lapse of time or both, breach or violate, conflict with or result in the breach of any of the terms or conditions of, result in any terminate (or the create a right to make any) modification of termination or the cancellation or loss of a benefit under, require any notice, consent or action underacceleration of), or otherwise give any Person the right to terminate, accelerate obligations under or receive payment or additional rights under, or constitute cause a default under, any contract Contract to which the Company Stockholder is a party or by which it is bound or (iii) violate any order, injunction or other legal restraint binding on Law applicable to the Company Stockholder as Stockholder, except, in the case of the foregoing clauses (y) and (z), for breaches, violations, terminations or accelerations which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement. (c) As of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)” through “(iii)” as would not, either individually or in the aggregate, reasonably be expected to prevent, delay or impair in any material respect the ability of the Company Stockholder to perform its obligations hereunder under this Agreement or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Stockholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, 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 Stockholder’s ability to perform its obligations under this Agreement. , (fi) As of the date hereof, there is are no Proceeding Legal Proceedings pending or, to the knowledge of the Company Stockholder, threatened against or affecting the Company Stockholder before or by any of its Affiliates and (ii) neither the Company Stockholder nor any of its Affiliates is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity Entity. (d) The Company Stockholder has read this Agreement, had the opportunity to consult legal counsel prior to entering into this Agreement, and fully and completely understands this Agreement. (e) The Company Stockholder understands and acknowledges that would reasonably be expected to impair in any material respect Parent and Merger Subs are relying upon the ability Company Stockholder’s execution, delivery and performance of this Agreement and upon the representations and warranties and covenants of the Company Stockholder contained in this Agreement. (f) No agent, broker, investment banker, finder or other intermediary is or shall be entitled to perform its obligations hereunder any fee or commission or reimbursement of expenses from Parent, Merger Subs or the Company or any of their respective Affiliates in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Company Stockholder. (g) Except for the representations and warranties made by the Company Stockholder in this Section 4, or as may be set forth in any other Transaction Agreement, neither the Company Stockholder nor any other Person makes any express or implied representation or warranty to consummate Parent in connection with this Agreement or the transactions contemplated hereby on a timely basisby this Agreement, and the Company Stockholder expressly disclaims any such other representations or warranties.

Representations and Warranties of the Company Stockholder. (a) The Company Stockholder hereby represents and warrants to Parent that the Parent Equity Securities set forth on Schedule 1 attached hereto constitute all of the shares of Company Common Stock, Company Preferred Stock, Company FF Preferred Stock, vested Company Restricted Stock and other Company Interests owned of record or beneficially by the Company Stockholder as follows: (i) of the date hereof. The Company Stockholder is the beneficial or record owner has good and valid title to such Equity Securities set forth on Schedule I attached hereto and as of the Shares indicated Effective Time will have good and valid title to such Equity Securities held by the Company Stockholder set forth on the signature page of this Agreement Schedule I attached hereto free and clear of any and all Liens (other than a Lien that would not materially impair the Company Stockholder’s ability to perform its obligations transfer restrictions under this Agreement); and (ii) the Company Stockholder does not beneficially own any applicable securities of the Company other than the Shares set forth on the signature page of this Agreement. The Company Stockholder 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(aLaws). (b) [(A) The Company Stockholder has all requisite capacity to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the Transactions,] // [(A) The Company Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or organization and has the requisite corporate, limited liability company or other entity power and authority, as applicable, to execute and deliver this Agreement and to perform its obligations hereunder,] [(B) the execution, delivery and performance by the Company Stockholder of this Agreement and its obligations hereunder have been duly and validly authorized by all necessary corporate action the Company Stockholder and no other act or proceeding on the part of the Company Stockholder. Except as otherwise provided in this AgreementStockholder is necessary to authorize the execution, the Company Stockholder has the corporate power and authority to (i) make, enter into and carry out the terms delivery or performance of this Agreement; and ,] (ii[C]) 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 Entity), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Stockholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, the Company Stockholder 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 Stockholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Stockholder and, assuming the due authorization, execution and delivery by the Parenteach other party hereto, constitutes a valid and binding obligation of the Company Stockholder, enforceable against the Company Stockholder in accordance with its terms (except terms, subject to the extent that enforceability may be limited by Remedies Exception, and ([D]) neither the Bankruptcy execution and Equity Exception). (d) The execution, delivery and performance of this Agreement by nor the Company Stockholder does not and consummation of the transactions contemplated hereby will not (whether with or without notice or lapse of time, or both) [(i) violate any provision of the certificate of incorporation, bylaws or other organizational documents of the Company Stockholder, (ii) violate, conflict with or result in the any material breach of any provision of the terms Charter Documents of the Company Stockholder,] ([ii]) require any material filing with, or conditions the obtaining of any material consent or material approval 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 Governmental Entity by the Company Stockholder is a party (other than the filings, notices and reports pursuant to, in compliance with or by which it is bound required to be made under the Exchange Act and other than those set forth as conditions to closing in the Merger Agreement), or (iii) violate any order, injunction or other legal restraint binding on the Company Stockholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)” through “[(iii)” as would not, either individually or in the aggregate, impair ] violate in any material respect any material Law applicable to the ability Company Stockholder, except, in the case of the Company Stockholder 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 Stockholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, 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 materially impair the Company Stockholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no Proceeding pending or, to the knowledge of the Company Stockholder, threatened against or affecting the Company Stockholder before or by any Governmental Entity that would reasonably be expected to impair in any material respect prevent or delay the ability consummation of the Company Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basisby this Agreement.

Representations and Warranties of the Company Stockholder. The Company Stockholder hereby represents and warrants to the Parent Company as follows: (ia) The Company Stockholder, after giving effect to the delivery of the Issued Shares to the Company Stockholder pursuant to the Redemption Request, is the record or “beneficial or record owner owner” (within the meaning of Rule 13d-3 under the Exchange Act) of the Shares indicated on Covered Shares. As of the signature page of this Agreement free and clear of any and all Liens (date hereof, other than a Lien that would not materially impair the Company Stockholder’s ability to perform its obligations under this Agreement); and (ii) Owned Shares, the Company Stockholder does not own beneficially own or of record any securities shares of capital stock of the Company other than (or any securities exercisable for or convertible into shares of capital stock of the Shares set forth on the signature page of this Agreement. Company) or any interest therein. (b) The Company Stockholder (i) except as provided in this Agreement, has and will have at all times through the Effective Time the full voting power to control the vote and consent as contemplated hereinpower, the full power of disposition, the disposition and full 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 Agreementherein, in each case, with respect to all of the Covered Shares, except with respect to any Shares Transferred in accordance with Section 2(a). (b) The execution, delivery and performance by the Company Stockholder of this Agreement have been duly and validly authorized by all necessary corporate action of the Company Stockholder. Except as otherwise provided in this Agreement, the Company Stockholder has the corporate power and 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 Entity), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Stockholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, the Company Stockholder has not entered into any voting agreement with any Person or voting trust with respect to any of the Shareshis Covered Shares that is inconsistent with his obligations pursuant to this Agreement, (iii) has not granted any Person any a proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Covered Shares in a voting trust or that is inconsistent with his obligations pursuant to this Agreement and (iv) has not entered into any arrangement agreement or agreement with any Person with respect undertaking that is otherwise inconsistent with, or would reasonably be expected to the Sharesinterfere with, in each case that would materially impair the Company Stockholder’s ability or prohibit or prevent him from satisfying, his obligations pursuant to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Stockholder and, assuming the due authorization, execution and delivery by the Parent, constitutes a legal, valid and binding obligation agreement of the Company Stockholder, Stockholder enforceable against the Company Stockholder him in accordance with its terms (except terms, subject to the extent that enforceability may be limited by the Bankruptcy applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exception)similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (d) The Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Company Stockholder or any of his controlled affiliates from, or to be given by him to, or be made by him with, any governmental entity or any other person or entity in connection with his execution, delivery and performance of this Agreement by and the Company Stockholder does not and will not (whether with or without notice or lapse consummation of time, or both) (i) violate any provision of the certificate of incorporation, bylaws or other organizational documents of the Company Stockholder, (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 Stockholder is a party or by which it is bound or (iii) violate any order, injunction or other legal restraint binding on the Company Stockholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)” through “(iii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereby. (e) The execution, delivery and performance of this Agreement by the Company Stockholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, 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 Stockholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no Proceeding pending or, to the knowledge of the Company Stockholder, threatened against or affecting the Company Stockholder before or by any Governmental Entity that would reasonably be expected to impair in any material respect the ability of the Company Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Representations and Warranties of the Company Stockholder. (a) The Company Stockholder hereby represents and warrants to Parent that the Parent Equity Securities held by the Company Stockholder constitute all of the shares of Company Common Stock and other Equity Interests of the Group Companies owned of record or beneficially by the Company Stockholder as follows: (i) of the date hereof. The Company Stockholder is the beneficial or record owner has good and valid title to such Equity Securities and as of the Shares indicated on the signature page of this Agreement Effective Time will have good and valid title to such Equity Securities free and clear of any and all Liens (other than a Lien that would not materially impair the Company Stockholder’s ability to perform its obligations transfer restrictions under this Agreement); applicable securities Laws and (ii) the Company Stockholder does not beneficially own any securities of the Company other than the Shares set forth on the signature page of this Agreement. The Company Stockholder has and will have at all times through the Effective Time the voting power to control the vote and consent restrictions 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(aStockholder Agreements). (b) The (A) (i) If the Company Stockholder is an individual, the Company Stockholder has all legal right, power and capacity to execute and deliver this Agreement and the Ancillary Agreements to which he or she is a party, to perform his or her obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, or (ii) if the Company Stockholder is not an individual, the Company Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or organization and has all requisite corporate, limited liability company or other entity power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, (B) if the Company Stockholder is not an individual, the execution, delivery and performance by the Company Stockholder of this Agreement and the Ancillary Agreements to which it is a party, and its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action the Company Stockholder and no other act or proceeding on the part of the Company Stockholder. Except as otherwise provided in Stockholder is necessary to authorize the execution, delivery or performance of this AgreementAgreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, (C) this Agreement has been, and the Ancillary Agreements to which the Company Stockholder has the corporate power and authority to (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all is or will be a party as of the Shares in the manner set forth in this Agreement without the consent or approval ofClosing Date shall be, or any other action on the part of, any other Person (including any Governmental Entity), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Stockholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, the Company Stockholder 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 Stockholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Stockholder and, assuming the due authorization, execution and delivery by the Parenteach other party hereto and thereto, constitutes a valid and binding obligation of the Company Stockholder, enforceable against the Company Stockholder in accordance with its terms terms, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies, and (except to D) neither the extent that enforceability may be limited by the Bankruptcy execution and Equity Exception). (d) The execution, delivery and performance of this Agreement by nor the Company Stockholder does not and consummation of the transactions contemplated hereby will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the certificate of incorporation, bylaws or other organizational documents of the Company Stockholder, (ii) violate, conflict with or result in the any material breach of any provision of the terms or conditions of, result in any (or the right to make any) modification Governing Documents 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 Stockholder is a party (as applicable), (ii) require any material filing with, or the obtaining of any material consent or material approval of, any Governmental Entity by which it is bound the Company Stockholder, or (iii) violate any order, injunction or other legal restraint binding on the Company Stockholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)” through “(iii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Stockholder any material Law applicable 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 Stockholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, 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 Stockholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no Proceeding pending or, to the knowledge of the Company Stockholder, threatened against or affecting except, in the Company Stockholder before or by any Governmental Entity that would reasonably be expected to impair in any material respect the ability case of the Company Stockholder to perform its obligations hereunder foregoing clauses (ii) and (iii), for violations which would not prevent or to consummate delay the consummation of the transactions contemplated hereby on a timely basisby this Agreement and the Ancillary Agreements.

Representations and Warranties of the Company Stockholder. (a) The Company Stockholder hereby represents and warrants to Parent that the Parent Equity Securities held by the Company Stockholder constitute all of the shares of Company Common Stock and other Equity Interests of the Group Companies owned of record or beneficially by the Company Stockholder as follows: (i) of the date hereof. The Company Stockholder is the beneficial or record owner has good and valid title to such Equity Securities and as of the Shares indicated on the signature page of this Agreement Effective Time will have good and valid title to such Equity Securities free and clear of any and all Liens (other than a Lien that would not materially impair the Company Stockholder’s ability to perform its obligations transfer restrictions under this Agreement); applicable securities Laws and (ii) the Company Stockholder does not beneficially own any securities of the Company other than the Shares set forth on the signature page of this Agreement. The Company Stockholder has and will have at all times through the Effective Time the voting power to control the vote and consent restrictions 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(aStockholder Agreements). (b) (A) The Company Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or organization and has all requisite corporate, limited liability company or other entity power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, (B) the execution, delivery and performance by the Company Stockholder of this Agreement and the Ancillary Agreements to which it is a party, and its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action the Company Stockholder and no other act or proceeding on the part of the Company Stockholder. Except as otherwise provided in Stockholder is necessary to authorize the execution, delivery or performance of this AgreementAgreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, (C) this Agreement has been, and the Ancillary Agreements to which the Company Stockholder has the corporate power and authority to (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all is or will be a party as of the Shares in the manner set forth in this Agreement without the consent or approval ofClosing Date shall be, or any other action on the part of, any other Person (including any Governmental Entity), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Stockholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, the Company Stockholder 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 Stockholder’s ability to perform its obligations under this Agreement. (c) This Agreement has been duly executed and delivered by the Company Stockholder and, assuming the due authorization, execution and delivery by the Parenteach other party hereto and thereto, constitutes a valid and binding obligation of the Company Stockholder, enforceable against the Company Stockholder in accordance with its terms terms, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies, and (except to D) neither the extent that enforceability may be limited by the Bankruptcy execution and Equity Exception). (d) The execution, delivery and performance of this Agreement by nor the Company Stockholder does not and consummation of the transactions contemplated hereby will not (whether with or without notice or lapse of time, or both) (i) violate conflict with or result in any material breach of any provision of the certificate of incorporation, bylaws or other organizational documents Governing Documents of the Company Stockholder, (ii) violaterequire any material filing with, conflict with or result in the breach obtaining of any of the terms material consent or conditions material approval 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 Governmental Entity by the Company Stockholder is a party or by which it is bound Stockholder, or (iii) violate any order, injunction or other legal restraint binding on the Company Stockholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)” through “(iii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Stockholder any material Law applicable 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 Stockholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, 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 Stockholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no Proceeding pending or, to the knowledge of the Company Stockholder, threatened against or affecting except, in the Company Stockholder before or by any Governmental Entity that would reasonably be expected to impair in any material respect the ability case of the Company Stockholder to perform its obligations hereunder foregoing clauses (ii) and (iii), for violations which would not prevent or to consummate delay the consummation of the transactions contemplated hereby on a timely basisby this Agreement and the Ancillary Agreements.