Common use of Representations of Stockholder Clause in Contracts

Representations of Stockholder. Stockholder represents and warrants to Parent that: (a) (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares free and clear of all liens, claims, options, charges or other encumbrances that would have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement, and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Stockholder does not beneficially own any shares of Company Capital Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Capital Stock or any security exercisable for or convertible into shares of Company Capital Stock, set forth on the signature page of this Agreement (collectively, "Options"), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Options and there are no voting trusts or voting agreements with respect to the Options. (c) Stockholder has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder's obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder 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). (d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder's property or assets, which conflict, breach, or default shall have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement.

Representations of Stockholder. Stockholder represents and warrants to Parent that: (a) Stockholder (i) has received and read and is familiar with the Merger Agreement, and (ii) has obtained all other information considered necessary or appropriate to evaluate the merits and risks of the Merger and this Agreement. (b) Stockholder owns owns, of record and beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act) Act of 1934, as amended), all of the Original Shares. (c) Stockholder has good and marketable title to the Original Shares free and clear of all liensLiens, claimsother than any Lien under the Governing Instruments. (d) Stockholder has not Transferred any interest in, to or under the Original Shares. There are no Contracts of any kind relating to the Original Shares, including any voting trust or voting agreement, options, charges swaps or other encumbrances that would have the effect of preventing derivative contracts, security interests or disabling Stockholder from performing Stockholder’s obligations under this Agreementpledges, and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there are no options, warrants or other rights, agreements, arrangements arrangements, commitments or commitments understandings, of any character kind, whether or not legally binding, to which Stockholder is a party party, relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares, except for the Governing Instruments. For the avoidance of doubt, the fact that the Original Shares are held in a margin account shall not be deemed a violation of Section 2(c) or this Section 2(d). (be) Stockholder does not beneficially own own, of record or beneficially, any shares of Company Capital Stock Securities other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Capital Stock or any security exercisable for or convertible into shares of Company Capital Stock, set forth on the signature page of this Agreement (collectively, "Options"), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(bA. Stockholder does not have any direct or indirect interest in, to or under any Company Securities (other than the Original Shares) heretounder any Contract of any kind, including any voting trust or voting agreement, options, warrants swaps or other derivative contracts, Liens, or other rights, agreements, arrangements arrangements, commitments or commitments understandings, of any character kind, whether or not legally binding, to which Stockholder is a party relating to party, except for the pledge, disposition or voting of any of the Options and there are no voting trusts or voting agreements with respect to the OptionsGoverning Instruments. (cf) Stockholder has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder's ’s obligations hereunder (including the proxy giving of the proxies described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder 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). (dg) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of lapse of time or both) Default under any provision ofof any Contract, or conflict with or violate any trust agreementLaw, loan or credit agreementin each case, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder's ’s property or assets, which conflict, breach. (h) No Consent of, or default shall have Filing with, any Governmental Authority or other Person on the effect part of preventing Stockholder is required in connection with the valid execution and delivery of this Agreement or disabling the consummation by Stockholder from performing of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof. (i) Unless this Agreement is accompanied by an executed spousal consent in the form of Exhibit A, no consent of Stockholder’s spouse is necessary under any “community property” or other Laws in order for Stockholder to enter into and perform its obligations under this Agreement.

Representations of Stockholder. Stockholder represents and warrants to Parent the Buyer that: (a) (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) and of record all of the Original Shares free and clear of all liensLiens, claimsexcept for any such Lien that, optionsindividually or in the aggregate, charges or other encumbrances that would have not reasonably be expected to affect adversely the effect ability of preventing or disabling Stockholder from performing Stockholder’s to perform its obligations under this Agreement, and has the sole right to vote (or cause to be voted) the Original Shares, and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Stockholder does not own beneficially own or of record any shares of Company Capital Common Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Capital Common Stock or any security exercisable for or convertible into shares of Company Capital Common Stock, as set forth on the signature page of this Agreement (collectively, "the “Options"”), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Options and there are no voting trusts or voting agreements with respect to the Options. (c) Stockholder has full corporate (or comparable) power and authority and (if an entity) or the legal capacity (if a natural person) to enter into, execute and deliver this Agreement and Agreement, to perform fully Stockholder's ’s obligations hereunder (including the proxy described in Section 3(b) below))) and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium Bankruptcy 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)Equity Exceptions. (d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law law applicable to Stockholder or to Stockholder's ’s property or assets, which conflictexcept for any such conflict or breach that (i) has been waived or cured prior to the date hereof or (ii) individually or in the aggregate, breach, or default shall have would not reasonably be expected to affect adversely the effect ability of preventing or disabling Stockholder from performing to perform Stockholder’s obligations under this Agreement. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement, except for any such consent, approval, authorization, designation, declaration or filing that (i) has been obtained or made (as applicable) prior to the execution and delivery hereof or (ii) if not obtained or made (as applicable), individually or in the aggregate, would not reasonably be expected to affect adversely the ability of Stockholder to perform Stockholder’s obligations under this Agreement. To the extent Stockholder is a natural person, no consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement, except for any such consent that (A) has been obtained prior to the execution and delivery hereof or (B) if not obtained, individually or in the aggregate, would not reasonably be expected to affect adversely the ability of Stockholder to perform Stockholder’s obligations under this Agreement.

Representations of Stockholder. Stockholder represents and warrants to Parent the Company that: (a) (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) and of record all of the Original Shares free and clear of all liensLiens, claimsexcept for any such Lien that, optionsindividually or in the aggregate, charges or other encumbrances that would have not reasonably be expected to affect adversely the effect ability of preventing or disabling Stockholder from performing Stockholder’s to perform its obligations under this Agreement, and has the sole right to vote (or cause to be voted) the Original Shares, and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Stockholder does not own beneficially own or of record any shares of Company Capital Buyer Common Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Capital Buyer Common Stock or any security exercisable for or convertible into shares of Company Capital Buyer Common Stock, as set forth on the signature page of this Agreement (collectively, "the “Options"”), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Options and there are no voting trusts or voting agreements with respect to the Options. (c) Stockholder has full corporate (or comparable) power and authority and (if an entity) or the legal capacity (if a natural person) to enter into, execute and deliver this Agreement and Agreement, to perform fully Stockholder's ’s obligations hereunder (including the proxy described in Section 3(b) below))) and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium Bankruptcy 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)Equity Exceptions. (d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law law applicable to Stockholder or to Stockholder's ’s property or assets, which conflictexcept for any such conflict or breach that (i) has been waived or cured prior to the date hereof or (ii) individually or in the aggregate, breach, or default shall have would not reasonably be expected to affect adversely the effect ability of preventing or disabling Stockholder from performing to perform Stockholder’s obligations under this Agreement. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement, except for any such consent, approval, authorization, designation, declaration or filing that (i) has been obtained or made (as applicable) prior to the execution and delivery hereof or (ii) if not obtained or made (as applicable), individually or in the aggregate, would not reasonably be expected to affect adversely the ability of Stockholder to perform Stockholder’s obligations under this Agreement. To the extent Stockholder is a natural person, no consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement, except for any such consent that (A) has been obtained prior to the execution and delivery hereof or (B) if not obtained, individually or in the aggregate, would not reasonably be expected to affect adversely the ability of Stockholder to perform Stockholder’s obligations under this Agreement.

Representations of Stockholder. Stockholder represents and warrants to Parent that: (a) (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares free and clear of all liens, claims, options, charges or other encumbrances that would have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this AgreementLiens, and (ii) except pursuant hereto or as set forth below Stockholder’s signature on Schedule 2(a) the signature page hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts trusts, proxies or voting agreements with respect to the Original Shares. (b) Stockholder does not beneficially own any shares of Company Capital Common Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Capital Common Stock or any security exercisable for or convertible into shares of Company Capital Common Stock, set forth below Stockholder’s signature on the signature page of this Agreement hereto (collectively, "“Options"”), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Options and there are no voting trusts or voting agreements with respect to the Options. (c) If not a natural person, Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. If not a natural person, Stockholder has full corporate power and authority and and, in all cases, Stockholder has full legal capacity capacity, to enter into, execute and deliver this Agreement and to perform fully Stockholder's ’s obligations hereunder (including the proxy described voting of all Shares in accordance with Section 3(b) below)3). This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effects except as enforceability may be limited by principles 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)equity. (d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of lapse of time or both) ), under any provision ofof any organizational document, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder's ’s property or assetsassets (including the Shares), which in each case, except for any conflict, breachbreach or default that would not reasonably be expected to prevent or materially delay or otherwise impair the ability of Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (e) No consent, approval or authorization of, or default shall have designation, declaration or filing with, any Governmental Entity or other Person on the effect part of preventing Stockholder is required in connection with the valid execution, delivery and performance of this Agreement, except for any of the foregoing that would not reasonably be expected to prevent or disabling materially delay or otherwise impair the ability of Stockholder from performing to perform its obligations hereunder or to consummate the transactions contemplated hereby. If Stockholder is a natural person, no consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement. (f) There is no suit, action, proceeding, judgment, order, decree, ruling, charge, or settlement pending or, to the knowledge of Stockholder, threatened against Stockholder or any of Stockholder’s properties or assets (including the Shares) that would reasonably be expected to prevent or materially delay or otherwise impair the ability of Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (g) Stockholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of Stockholder’s own choosing. Stockholder understands and acknowledges that the Merger Agreement governs the terms of the Merger and the other matters specified therein. Stockholder understands, acknowledges and agrees that Parent is entering into the Merger Agreement in reliance upon Stockholder’s execution, delivery and performance of this Agreement.

Representations of Stockholder. Stockholder represents and warrants to Parent HoldCo, Liquidia and RareGen that, as of the date hereof and as of the Effective Time: (a) (i) Stockholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares set forth on Exhibit A, and (B) will own beneficially any additional Shares acquired after the date of this Agreement, in each instance, free and clear of all liens, claims, options, charges or other encumbrances that would have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement, Encumbrances and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition disposition, Transfer (as hereinafter defined) or voting of any of the Original Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to the such Original Shares. (b) Stockholder does not beneficially own any shares of Company Capital Stock other than (i) the Original Shares , and (iiB) there will not be any options, warrants or other rights to acquire any additional shares of Company Capital Stock or any security exercisable for or convertible into shares of Company Capital Stock, set forth on the signature page of this Agreement (collectively, "Options"), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition disposition, Transfer or voting of any of additional Shares acquired after the Options date of this Agreement, and there are no will not be any voting trusts or voting agreements with respect to the Optionssuch additional Shares. b. Stockholder does not beneficially own any shares of Common Stock other than (ci) the Original Shares set forth on Exhibit A and (ii) any options, warrants or other securities, interests or rights to acquire any additional shares of Common Stock or any security exchangeable or exercisable for or convertible into shares of Common Stock, in each instance, set forth on the signature page of this Agreement (collectively, “Options”). c. Stockholder has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder's ’s obligations hereunder (including the proxy described in Section 3(b) below2(b)). This Agreement has been duly and validly executed and delivered by Stockholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder 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). (d) d. None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of or lapse of time or both) under any provision of, any Contract, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder's property the Shares. e. No consent, approval or assets, which conflict, breachauthorization of, or default shall have designation, declaration or filing with, any Governmental Entity or other person on the effect part of preventing or disabling Stockholder from performing is required in connection with the valid execution and delivery of this Agreement. No consent of Stockholder’s spouse is necessary under any “community property” or other Laws in order for Stockholder to enter into and perform its obligations under this Agreement. f. There is no litigation pending against or, to the knowledge of Stockholder, threatened against or affecting, Stockholder or the Shares at law or in equity that could reasonably be expected to impair or adversely affect the ability of Stockholder to fulfill Stockholder's obligations hereunder. g. Stockholder understands and acknowledges that HoldCo, Liquidia and RareGen are entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement and the representations and warranties of Stockholder contained herein.

Representations of Stockholder. Stockholder represents and warrants to Parent that: the Company that (a) (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under has the Exchange Act) all of the Original Shares free power and clear of all liens, claims, options, charges or other encumbrances that would have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement, authority to execute and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Stockholder does not beneficially own any shares of Company Capital Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Capital Stock or any security exercisable for or convertible into shares of Company Capital Stock, set forth on the signature page of deliver this Agreement (collectively, "Options"), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to and has the pledge, disposition or voting of any of the Options and there are no voting trusts or voting agreements with respect to the Options. (c) Stockholder has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder's obligations hereunder bind itself and the entities listed in Schedule A hereto), (including the proxy described in Section 3(bb) below)). This this Agreement has been duly and validly authorized, executed and delivered by Stockholder and Stockholder, constitutes the legal, a valid and binding obligation of Stockholder, and is enforceable against Stockholder in accordance with its terms, terms (subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent transfer and other similar Laws relating to or laws affecting creditors' ’ rights generally and to general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at law). (d) None of , assuming the due authorization, execution and delivery of this Agreement by the Company, (c) the execution hereof by Stockholder does not and will not (i) materially violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or (ii) result in a any material breach, breach or violation of or constitute a material default (or an event which with notice or without notice of lapse of time or bothboth could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any provision right of termination, amendment or cancellation of, any trust organizational document, agreement, loan contract, commitment, understanding or credit arrangement to which Stockholder is a party or by which it is bound, (d) Stockholder, together with its controlled Affiliates (including the funds listed on Schedule A), holds cash shares and physically settled swaps on a total of approximately 12.7 million shares of Common Stock, in each case as set forth in Schedule A hereto, and does not beneficially own (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) or have economic exposure to any other shares of Common Stock, (e) Stockholder, or each entity set forth on Schedule A hereto, has voting power over the number of shares of Common Stock set forth opposite such entity’s name on Schedule A hereto under the column “Voting Shares,” (f) except as has been separately disclosed in writing to the Company or its legal counsel, no Stockholder is a party to any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities and (g) neither Stockholder nor any of its Affiliates or Associates has paid any compensation to, or is a party to any agreement, notearrangement or understanding, bondwhether written or oral, mortgagewith, indenture, lease any of Messrs. Xxxxxxx or other agreement, instrument XxXxxxx in connection with such person’s service on the Board or Law applicable to Stockholder any committee or to Stockholder's property or assets, which conflict, breach, or default shall have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreementsubcommittee thereof.

Representations of Stockholder. Stockholder represents and warrants to Parent that: (a) (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares free and clear of all liens, claims, options, charges or Liens (other encumbrances that would have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under than Liens arising pursuant to this Agreement), and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Stockholder does not beneficially own any shares of Company Capital Common Stock other than [(i) )] the Original Shares [and (ii) any options, warrants or other rights to acquire any additional shares of Company Capital Common Stock or any security exercisable for or convertible into shares of Company Capital Common Stock, set forth on the signature page of this Agreement (collectively, "“Options"”), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Options and there are no voting trusts or voting agreements with respect to the Options]. (c) Stockholder has full corporate [corporate] power and authority [and legal capacity capacity] to enter into, execute and deliver this Agreement and to perform fully Stockholder's ’s obligations hereunder (including the proxy described in Section 3(b4(b) below)). This Agreement has been duly and validly executed and delivered by Stockholder and, assuming due authorization and execution by Parent, constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effects effect of any applicable bankruptcy, insolvency, insolvency (including all Laws relating to fraudulent conveyancetransfers), reorganization, moratorium and other or similar Laws relating to or affecting creditors' ’ rights generally and subject to the effect of general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity or at lawequity). (d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of lapse of time or both) under any provision of, any [organizational document,] trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder's ’s property or assets. (e) No consent, which conflict, breachapproval or authorization of, or default shall have filing with, any Governmental Authority or other person on the effect part of preventing or disabling Stockholder from performing is required in connection with the valid execution and delivery of this Agreement, except for filings by Stockholder with the Securities and Exchange Commission. [No consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement.]

Representations of Stockholder. Stockholder represents and warrants to Parent the Company that: (a) (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares free and clear of all liens, claims, options, charges or other encumbrances that would have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement, and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Stockholder does not beneficially own any shares of Company Parent Capital Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Parent Capital Stock or any security exercisable for or convertible into shares of Company Parent Capital Stock, set forth on the signature page of this Agreement (collectively, "Options"), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Options and there are no voting trusts or voting agreements with respect to the Options. (c) Stockholder has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder's obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder 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). (d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder's property or assets, which conflict, breach, or default shall have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement.

Representations of Stockholder. Stockholder represents and warrants to Parent and the Company that, as of the date hereof and as of the Effective Time: (a) (i) Stockholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares set forth on Exhibit A, and (B) will own beneficially any additional Shares acquired after the date of this Agreement, in each instance, free and clear of all liens, claims, options, charges or other encumbrances that would have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this AgreementEncumbrances, and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition disposition, Transfer (as hereinafter defined) or voting of any of the Original Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to the such Original Shares. (b) Stockholder does not beneficially own any shares of Company Capital Stock other than (i) the Original Shares , and (iiB) there will not be any options, warrants or other rights to acquire any additional shares of Company Capital Stock or any security exercisable for or convertible into shares of Company Capital Stock, set forth on the signature page of this Agreement (collectively, "Options"), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition disposition, Transfer or voting of any of additional Shares acquired after the Options date of this Agreement, and there are no will not be any voting trusts or voting agreements with respect to the Optionssuch additional Shares. b. Stockholder does not beneficially own any shares of Common Stock or Preferred Stock other than (ci) the Original Shares set forth on Exhibit A and (ii) any options, warrants or other securities, interests or rights to acquire any additional shares of Common Stock or Preferred Stock or any security exchangeable or exercisable for or convertible into shares of Common Stock or Preferred Stock, in each instance, set forth on the signature page of this Agreement (collectively, “Options”). c. Stockholder has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder's ’s obligations hereunder (including the proxy described in Section 3(b) below2(b)). This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder 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). (d) d. None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of lapse of time or both) under any provision of, any Contract, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder's ’s property or assets. e. No consent, which conflict, breachapproval or authorization of, or default shall have designation, declaration or filing with, any Governmental Authority or other Person on the effect part of preventing or disabling Stockholder from performing is required in connection with the valid execution and delivery of this Agreement. No consent of Stockholder’s spouse is necessary under any “community property” or other Laws in order for Stockholder to enter into and perform its obligations under this Agreement. f. There is no litigation pending against or, to the knowledge of Stockholder, threatened against or affecting, Stockholder or the Shares at law or in equity that could reasonably be expected to impair or adversely affect the ability of Stockholder's obligations hereunder. g. Stockholder understands and acknowledges that Parent and the Company are entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement and the representations and warranties of Stockholder contained herein.

Representations of Stockholder. Stockholder represents and warrants to Parent the Buyer that: (a) (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) and of record all of the Original Shares free and clear of all liensLiens, claimsexcept for any such Lien that, optionsindividually or in the aggregate, charges or other encumbrances that would have not reasonably be expected to affect adversely the effect ability of preventing or disabling Stockholder from performing Stockholder’s to perform its obligations under this Agreement, and has the sole right to vote (or cause to be voted) the Original Shares, and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Stockholder does not own beneficially own or of record any shares of Company Capital Common Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Capital Common Stock or any security exercisable for or convertible into shares of Company Capital Common Stock, as set forth on the signature page of this Agreement (collectively, "the “Options"”), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Options and there are no voting trusts or voting agreements with respect to the Options. (c) Stockholder has full corporate (or comparable) power and authority and (if an entity) or the legal capacity (if a natural person) to enter into, execute and deliver this Agreement and Agreement, to perform fully Stockholder's ’s obligations hereunder (including the proxy described in Section 3(b) below))) and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium Bankruptcy 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)Equity Exceptions. (d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder's property or assets, which conflict, breach, or default shall have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement.

Representations of Stockholder. Stockholder represents and warrants to Parent HoldCo, Liquidia and RareGen that, as of the date hereof: (a) a. (i) Stockholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares set forth on Exhibit A, free and clear of all liens, claims, options, charges or other encumbrances that would have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement, Encumbrances and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the (i) pledge, (ii) disposition, (iii) transfer, sale, offer, exchange, assignment, pledge, tender, grant of a security interest in, hypothecation or other conveyance or disposition of or encumbrance (“Transfer”), or (iv) voting of any of the Original Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to the such Original Shares. (b) Stockholder does not beneficially own any shares of Company Capital Stock other than (i) the Original Shares , and (iiB) there will not be any options, warrants or other rights to acquire any additional shares of Company Capital Stock or any security exercisable for or convertible into shares of Company Capital Stock, set forth on the signature page of this Agreement (collectively, "Options"), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition disposition, Transfer or voting of any of additional Shares acquired after the Options date of this Agreement, and there are no will not be any voting trusts or voting agreements with respect to the Optionssuch additional Shares. b. Stockholder does not beneficially own any shares of Common Stock other than (ci) the Original Shares set forth on Exhibit A and (ii) any options, warrants or other securities, interests or rights to acquire any additional shares of Common Stock or any security exchangeable or exercisable for or convertible into shares of Common Stock, in each instance, set forth on the signature page of this Agreement (collectively, “Options”). c. Stockholder has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder's ’s obligations hereunder (including the proxy described in Section 3(b) below2(b)). This Agreement has been duly and validly executed and delivered by Stockholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder 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). (d) d. None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of or lapse of time or both) under any provision of, any Contract, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder's property the Shares. e. No consent, approval or assets, which conflict, breachauthorization of, or default shall have designation, declaration or filing with, any Governmental Entity or other person on the effect part of preventing or disabling Stockholder from performing is required in connection with the valid execution and delivery of this Agreement. No consent of Stockholder’s spouse is necessary under any “community property” or other Laws in order for Stockholder to enter into and perform its obligations under this Agreement. f. There is no litigation pending against or, to the knowledge of Stockholder, threatened against or affecting, Stockholder or the Shares at law or in equity that could reasonably be expected to impair or adversely affect the ability of Stockholder to fulfill Stockholder's obligations hereunder. g. Stockholder understands and acknowledges that HoldCo, Liquidia and RareGen are entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement and the representations and warranties of Stockholder contained herein.

Representations of Stockholder. Stockholder represents and warrants to Parent the Company that: (a) (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) and of record all of the Original Shares free and clear of all liensLiens, claimsexcept for any such Lien that, optionsindividually or in the aggregate, charges or other encumbrances that would have not reasonably be expected to affect adversely the effect ability of preventing or disabling Stockholder from performing Stockholder’s to perform its obligations under this Agreement, and has the sole right to vote (or cause to be voted) the Original Shares, and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Stockholder does not own beneficially own or of record any shares of Company Capital Buyer Common Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Capital Buyer Common Stock or any security exercisable for or convertible into shares of Company Capital Buyer Common Stock, as set forth on the signature page of this Agreement (collectively, "the “Options"”), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Options and there are no voting trusts or voting agreements with respect to the Options. (c) Stockholder has full corporate (or comparable) power and authority and (if an entity) or the legal capacity (if a natural person) to enter into, execute and deliver this Agreement and Agreement, to perform fully Stockholder's ’s obligations hereunder (including the proxy described in Section 3(b) below))) and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium Bankruptcy 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)Equity Exceptions. (d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder's property or assets, which conflict, breach, or default shall have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement.

Representations of Stockholder. Stockholder represents and warrants to Parent the Stockholder Representative that: (a) As of the date hereof, (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) all of the Original Shares free and clear of all liensLiens, claims, options, charges or other encumbrances that would have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreementthan restrictions on transfer imposed by applicable Legal Requirements, and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares with respect to or otherwise affecting the matters covered herein and there are no voting trusts or voting agreements with respect to the Original Shares with respect to or otherwise affecting the matters covered herein. The Stockholder has sole voting power (or sole power to cause the record holder) and sole power of disposition with respect to the Shares, with no restrictions on its voting rights or rights of disposition pertaining thereto. (b) As of the date hereof, Stockholder does not beneficially own any shares of Company Capital Stock other than (i) the Original Shares and any voting shares of Parent Common Stock or (ii) any options, warrants or other rights to acquire any additional shares of Company Capital Stock or any security exercisable for or convertible into shares of Company Capital StockParent Common Stock with the present right to vote (i.e., excluding Parent Common Stock issuable upon exercise of options) on the matters set forth herein, other than the Original Shares as set forth on the signature page of this Agreement (collectively, "Options"), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Options and there are no voting trusts or voting agreements with respect to the OptionsAgreement. (c) Stockholder has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder's ’s obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effects of except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganizationmoratorium or similar Legal Requirements now or hereafter in effect relating to, moratorium or affecting generally, the enforcement of creditors’ and other similar Laws relating obligees’ rights, (b) where the remedy of specific performance or other forms of equitable relief may be subject to or affecting creditors' certain equitable defenses and principles and to the discretion of the court before which the proceeding may be brought, and (c) where rights generally to indemnity and general equitable principles (whether considered in a proceeding in equity or at law)contribution thereunder may be limited by applicable Legal Requirement and public policy. (d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law Legal Requirement applicable to Stockholder or to Stockholder's ’s property or assets. (e) No consent, which conflict, breachapproval or authorization of, or default shall designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement, other than any such consents, approvals, authorizations, designations, declarations and filings that have already been obtained or made or filings required under the effect Exchange Act. (f) As of preventing the date hereof, there is no action, suit, or disabling proceeding (whether judicial, arbitral, administrative, or other), or to the knowledge of Stockholder, investigation, pending against, or, to the knowledge of Stockholder, no such action, suit, proceeding or investigation threatened against or affecting, Stockholder from performing that would reasonably be expected to materially impair or materially adversely affect the ability of Stockholder to perform Stockholder’s obligations under hereunder or to consummate the transactions contemplated by this AgreementAgreement on a timely basis.

Representations of Stockholder. Stockholder represents and warrants to Parent that: (a) (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares free and clear of all liens, claims, options, charges or Liens (other encumbrances that would have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under than Liens arising pursuant to this Agreement), and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Stockholder does not beneficially own any shares of Company Capital Common Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Capital Common Stock or any security exercisable for or convertible into shares of Company Capital Common Stock, set forth on the signature page of this Agreement (collectively, "“Options"”), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Options and there are no voting trusts or voting agreements with respect to the Options. (c) Stockholder has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder's ’s obligations hereunder (including the proxy described in Section 3(b4(b) below)). This Agreement has been duly and validly executed and delivered by Stockholder and, assuming due authorization and execution by Parent, constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effects effect of any applicable bankruptcy, insolvency, insolvency (including all Laws relating to fraudulent conveyancetransfers), reorganization, moratorium and other or similar Laws relating to or affecting creditors' ’ rights generally and subject to the effect of general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity or at lawequity). (d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, or constitute a material default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder's ’s property or assets. (e) No consent, which conflict, breachapproval or authorization of, or default shall have filing with, any Governmental Authority or other person on the effect part of preventing or disabling Stockholder from performing is required in connection with the valid execution and delivery of this Agreement, except for filings by Stockholder with the Securities and Exchange Commission. No consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement.