Common use of Representations of the Stockholders Clause in Contracts

Representations of the Stockholders. Each Stockholder represents and warrants to Parent and the Company as follows: (a) the Stockholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and legally binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by the Stockholder or the performance of his, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law applicable to such Stockholder or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Stockholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority other than pursuant to the Exchange Act, the Securities Act and the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Shares of such Stockholder, a complete and accurate schedule of which is set forth opposite such Stockholder’s name on Schedule A; (e) the Stockholder owns beneficially the Stockholder’s Shares, including the Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities laws); and (f) the Stockholder or his, her or its advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein.

Representations of the Stockholders. Each Stockholder represents and warrants to Parent Liberty and the Company SiriusXM as follows: (a) the Stockholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and legally binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by the Stockholder or the performance of his, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law applicable to such Stockholder or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance a Lien or transfer restriction on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Stockholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority other than pursuant to the Exchange Act, the Securities Act and the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially Beneficially Owns and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Shares of such Stockholder, a complete and accurate schedule as of the date hereof of which is set forth opposite such Stockholder’s name on Schedule A; (e) the Stockholder owns beneficially Beneficially Owns the Stockholder’s Shares, including the Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance Lien or transfer restriction (other than any Permitted Pledge and or any restrictions created by the Transaction Documents Agreements or under applicable federal or state securities laws); and (f) the Stockholder or his, her or its advisers has read and is familiar with the terms of the Merger Agreement and the other agreements Transaction Agreements and documents contemplated herein the Stockholder understands and thereinacknowledges that Liberty, SplitCo and SiriusXM are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Representations of the Stockholders. Each Stockholder represents The Stockholders hereby represent and warrants warrant to Parent the Investors and the Company Investor Representative as follows: (a) 4.1 The Escrow Shares are validly issued, fully paid and nonassessable shares of the Stockholder has full legal rightCompany. The Stockholders are the record and beneficial owners of the Escrow Shares and have good title to the Escrow Shares, capacity free and authority to execute clear of all pledges, liens, claims and deliver this Agreementencumbrances, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) except encumbrances created by this Agreement has been duly and validly executed the Lock-Up Agreements entered into with the Stockholders, and delivered by the Stockholder and constitutes a valid and legally binding agreement Escrow Agent shall hereafter have good record title to such shares. There are no restrictions on the ability of the StockholderStockholders to transfer the Escrow Shares to the Escrow Agent or for the Escrow Agent to transfer the Escrow Shares to the Investors, enforceable against except as stated herein. There are no restrictions on the Stockholder in accordance with its termsability of the Stockholders enter into this Agreement other than transfer restrictions under applicable federal and state securities laws. Upon any delivery of Escrow Shares to the Investors hereunder, the Investors will acquire good and no other action is necessary valid title to authorize the execution Escrow Shares, free and delivery clear of any pledges, liens, claims and encumbrances. 4.2 The performance of this Agreement by and compliance with the Stockholder provisions hereof will not violate any provision of any applicable law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the properties or assets of the Stockholders pursuant to the terms of the certificate of incorporation or by-laws of the Company or any indenture, mortgage, deed of trust or other agreement or instrument binding upon the Stockholders or affecting the Escrow Shares. No notice to, filing with, or authorization, registration, consent or approval of any governmental authority or other person is necessary for the execution, delivery or performance of his, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do not, and or the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law applicable to such Stockholder or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Stockholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority other than pursuant to the Exchange Act, the Securities Act and the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Shares of such Stockholder, a complete and accurate schedule of which is set forth opposite such Stockholder’s name on Schedule A; (e) the Stockholder owns beneficially the Stockholder’s Shares, including the Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities laws); and (f) the Stockholder or his, her or its advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and thereinStockholders. 5.

Representations of the Stockholders. Each Stockholder represents and warrants to Parent FC Global and the Company Gadsden as follows: (a) the such Stockholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform the such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by the such Stockholder and constitutes a valid and legally binding agreement of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by the such Stockholder or the performance of his, his or her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law applicable to such Stockholder Law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Stockholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority Entity or require any consent of such Stockholder’s spouse that are necessary under any “community property” or other than pursuant to the Exchange Act, the Securities Act and the HSR Actlaws; (d) subject to the Permitted Pledgessuch Stockholder beneficially owns, the Stockholder owns beneficially has good and marketable title to, and has the power to vote or direct the voting of, of the Stockholder’s Shares, including the Existing Shares shares of such Stockholder, a complete and accurate schedule of which is FC Global stock set forth opposite such Stockholder’s name on Schedule AI or the shares of Gadsden stock set forth on Schedule II, respectively (the “Existing Shares”); and (e) the such Stockholder beneficially owns beneficially the Stockholder’s Shares, including the his or her Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance Lien (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities laws); and (f) the Stockholder that would prevent such Stockholder’s performance of its his or hisher obligations under this Agreement. As used in this Agreement, her or its advisers has read and is familiar with the terms of “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the Merger Agreement and meaning set forth in Rule 13d-3 promulgated by the other agreements and documents contemplated herein and thereinSEC under the Exchange Act.