Common use of Representations and Warranties of the Securityholder Clause in Contracts

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Purchaser as follows: (a) The Securityholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Securityholder has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby. The Securityholder has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly executed and delivered by the Securityholder, and, assuming due authorization, execution and delivery by Purchaser, constitutes a valid and binding obligation of the Securityholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement and the consummation by the Securityholder of the transactions contemplated hereby will not (i) result in a violation of, a default under or conflict with (A) the organizational documents of the Securityholder or (B) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Securityholder is a party or by which the Securityholder or the Securityholder’s assets (including the Subject Securities) are bound or (ii) violate, or require any consent, approval, or notice under any judgment, order, decree, statute, law, rule or regulation applicable to the Securityholder. (d) There is no action, proceeding or investigation pending or, to the knowledge of the Securityholder, threatened against the Securityholder that questions the validity of this Agreement or any action taken or to be taken by the Securityholder in connection with this Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Purchaser Parent as follows: (a) The Securityholder is duly organizedthe Owner of the Shares and Options indicated on the Schedule I of this Agreement, validly existing which are free and clear of any liens, adverse claims, charges or other Encumbrances (except as such Encumbrances arising under securities laws or for such liens, adverse claims, charges or other encumbrances as would not prohibit Securityholder’s compliance with its obligations pursuant to this Agreement or for such Subject Securities held in good standing prime brokerage accounts or any Encumbrances created under any Company Benefit Plan or related agreement). To Securityholder’s knowledge, Securityholder does not beneficially own any securities of the laws Company other than the Shares and Options indicated on Schedule I of its jurisdiction of incorporationthis Agreement. The Securityholder has all requisite full power and authority to execute make, enter into and deliver carry out the terms and conditions under this Agreement. The execution and delivery of this Agreement by Securityholder do not, and to perform Securityholder’s performance of its obligations hereunder and consummate under this Agreement will not: (i) conflict with or violate any order, decree or judgment applicable to Securityholder or to the transactions contemplated hereby. The Subject Securities; or (ii) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on, any of the Subject Securities pursuant to any agreement to which Securityholder has taken all necessary action is a party or by which Securityholder is bound or affected, except in each case as would not prohibit Securityholder’s compliance with its obligations pursuant to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly executed and delivered by the Securityholder, and, assuming due authorization, execution and delivery by PurchaserParent, constitutes a valid and binding obligation of the Securityholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement and the consummation by the Securityholder of the transactions contemplated hereby will not (i) result in a violation of, a default under or conflict with (A) the organizational documents of the Securityholder or (B) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Securityholder is a party or by which the Securityholder or the Securityholder’s assets (including the Subject Securities) are bound or (ii) violate, or require any consent, approval, or notice under any judgment, order, decree, statute, law, rule or regulation applicable to the Securityholder. (d) There is no action, proceeding or investigation pending or, to the knowledge of the Securityholder’s knowledge, threatened against the Securityholder that questions the validity of this Agreement or any action taken or to be taken by the Securityholder in connection with this Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Purchaser as follows: (a) The Securityholder is duly organizedthe Owner of the Shares and Options indicated on the Schedule I of this Agreement, validly existing which are free and clear of any liens, adverse claims, charges or other encumbrances (except as such encumbrances arising under securities laws or for such liens, adverse claims, charges or other encumbrances as would not prohibit Securityholder’s compliance with its obligations pursuant to this Agreement or for such Subject Securities held in good standing prime brokerage accounts or any encumbrances created under any Company Benefit Plan or related agreement). To Securityholder’s knowledge, Securityholder does not beneficially own any securities of the laws Company other than the Shares and Options indicated on Schedule I of its jurisdiction of incorporationthis Agreement. The Securityholder has all requisite full power and authority to execute make, enter into and deliver carry out the terms and conditions under this Agreement. The execution and delivery of this Agreement by Securityholder do not, and to perform Securityholder’s performance of its obligations hereunder and consummate under this Agreement will not: (a) conflict with or violate any order, decree or judgment applicable to Securityholder or to the transactions contemplated hereby. The Subject Securities; or (b) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on, any of the Subject Securities pursuant to any agreement to which Securityholder has taken all necessary action is a party or by which Securityholder is bound or affected, except in each case as would not prohibit Securityholder’s compliance with its obligations pursuant to authorize the execution, delivery and performance of this Agreement. (b) This Agreement has been duly executed and delivered by the Securityholder, and, assuming due authorization, execution and delivery by Purchaser, constitutes a valid and binding obligation of the Securityholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement and the consummation by the Securityholder of the transactions contemplated hereby will not (i) result in a violation of, a default under or conflict with (A) the organizational documents of the Securityholder or (B) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Securityholder is a party or by which the Securityholder or the Securityholder’s assets (including the Subject Securities) are bound or (ii) violate, or require any consent, approval, or notice under any judgment, order, decree, statute, law, rule or regulation applicable to the Securityholder. (d) There is no action, proceeding or investigation pending or, to the knowledge of the Securityholder’s knowledge, threatened against the Securityholder that questions the validity of this Agreement or any action taken or to be taken by the Securityholder in connection with this Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Purchaser Buyer as follows: (a) The Securityholder Securityholder, if not an individual, is a corporation, limited liability company or other applicable business entity duly organized, incorporated or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws Legal Requirements of its jurisdiction of incorporationformation or organization (as applicable). The Securityholder, if an individual, has the legal capacity to enter into and perform his or her obligations under this Agreement. (b) Securityholder is the sole Owner of the Company Securities indicated on the Securityholder’s signature page hereto, which are free and clear of any liens, adverse claims, charges or other Encumbrances (except as such Encumbrances arising under securities laws or for such liens, adverse claims, charges or other encumbrances as would not prohibit Securityholder’s compliance with its obligations pursuant to this Agreement or for such Company Securities held in prime brokerage accounts or any Encumbrances created under any Company Plans or related agreement), such Encumbrances being the “Permitted Encumbrances”). Securityholder does not beneficially own any securities of the Company other than the Company Securities indicated on Securityholder’s signature page hereto. Securityholder has all full power and authority to make, enter into and carry out the terms and conditions under this Agreement. The execution and delivery of this Agreement by Securityholder do not, and Securityholder’s performance of its obligations under this Agreement will not: (i) conflict with or violate or require the consent, approval or notice under any Legal Requirement, order, decree or judgment applicable to Securityholder or to the Company Securities; or (ii) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on, any of the Company Securities pursuant to any agreement to which Securityholder is a party or by which Securityholder is bound or affected, except in each case as would not prohibit Securityholder’s compliance with its obligations pursuant to this Agreement. (c) The Securityholder, if not an individual, has the requisite corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Securityholder has taken all necessary action to authorize the execution, delivery and performance of by this Agreement. (b) . This Agreement has been duly authorized by all necessary corporate action on the part of the Securityholder. This Agreement has been executed and delivered by the Securityholder, and, assuming due authorization, execution and delivery by PurchaserBxxxx, constitutes a valid and binding obligation of the Securityholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Legal Requirements relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (cd) The execution and delivery Except as contemplated by the Arrangement Agreement or the Governing Documents of this Agreement and the consummation by Company, no Person has any contractual right or privilege for the purchase or acquisition from the Securityholder of the transactions contemplated hereby will not (i) result in a violation of, a default under or conflict with (A) the organizational documents any of the Securityholder Company Securities or (B) for the right to vote any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Securityholder is a party or by which the Securityholder or the Securityholder’s assets (including the Subject Company Securities) are bound or (ii) violate, or require any consent, approval, or notice under any judgment, order, decree, statute, law, rule or regulation applicable to the Securityholder. (de) There is no action, proceeding or investigation pending or, to the knowledge of the Securityholder’s knowledge, threatened against the Securityholder that questions the validity of this Agreement or any action taken or to be taken by the Securityholder in connection with this Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to the Purchaser as follows(and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that: (a1) The Securityholder, if the Securityholder is duly organizednot a natural Person, is a corporation or other entity validly existing and in good standing under the laws of its the jurisdiction of its incorporation. . (2) The Securityholder, if the Securityholder is not a natural Person, has all the requisite corporate power and authority to execute enter into and deliver this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby. The Securityholder has taken all necessary action to authorize the execution, delivery and performance of under this Agreement. (b) . This Agreement has been duly executed and delivered by the Securityholder, and, assuming due authorization, execution Securityholder and delivery by Purchaser, constitutes a legal, valid and binding obligation agreement of the Securityholder enforceable against the Securityholder in accordance with its terms, terms subject only to the effects of any limitation under bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar applicable laws relating to or affecting the enforcement of creditors’ rights generally and general the discretion that a court may exercise in the granting of equitable principles remedies such as specific performance and injunction. (whether considered 3) As at the date hereof, the Securityholder beneficially owns and exercises control or direction over all of the Subject Securities set forth opposite its name in a proceeding Schedule “A” hereto. At and immediately prior to the closing of the transactions contemplated by the Arrangement Agreement (the “Closing”) and at all times between the date hereof and the Closing, the Securityholder will beneficially own and control or direct, directly or indirectly, all of the Subject Securities, other than those Subject Securities that the Securityholder may sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option or otherwise dispose of any right or interest in equity compliance with Section 3.1(1)(a). Other than the Subject Securities, neither the Securityholder nor any of its affiliates, beneficially own, or exercise control or direction over any additional securities, or any securities exercisable for, convertible into or exchangeable for any additional securities of the Company or any of its affiliates. (4) As at lawthe date hereof, the Securityholder is, and immediately prior to the time at which the Subject Securities are acquired by the Purchaser under the Arrangement or an Alternative Transaction, the Securityholder will be, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of all liens and other encumbrances, other than those Subject Securities that the Securityholder may sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option or otherwise dispose of any right or interest in compliance with Section 3.1(1)(a). (c5) The Securityholder has the sole right to sell and vote or direct the sale and voting of the Subject Securities, to the extent such Subject Securities carry a right to vote. (6) 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, except the Purchaser pursuant to this Agreement or the Arrangement Agreement. (7) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Securityholder in connection with the execution and delivery of this Agreement and the consummation by the Securityholder and the performance by the Securityholder of its obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement. (8) None of the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as will be contemplated by the Arrangement Agreement. (9) None of the execution and delivery by the Securityholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with its obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) result in a violation of, a default under or conflict with (A) the organizational any constating documents of the Securityholder or (Bif the Securityholder is not a natural Person); (ii) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind contract to which such the Securityholder is a party or by which the Securityholder or the Securityholder’s assets is bound; (including the Subject Securitiesiii) are bound or (ii) violate, or require any consent, approval, or notice under any judgment, order, decree, statute, order or award of any Governmental Entity; or (iv) any applicable law, rule or regulation applicable to the Securityholder. (d) There is no action, proceeding or investigation pending or, to the knowledge of the Securityholder, threatened against the Securityholder that questions the validity of this Agreement or any action taken or to be taken by the Securityholder in connection with this Agreement.