Common use of Seller’s Representations, Warranties and Agreements Clause in Contracts

Seller’s Representations, Warranties and Agreements. Each Seller, severally and not jointly, hereby represents and warrants to the Purchasers and the Issuer, and agrees with the Purchasers and the Issuer, in each case, as applicable, as of the date hereof and as of the Closing, as follows: 2.2.1 Such Seller has the capacity, full legal right, power and authority and all authorization and approval required by law to enter into, deliver and perform its obligations under this Share Purchase Agreement with respect to its Secondary Shares. Such Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Share Purchase Agreement with respect to its Secondary Shares. 2.2.2 Such Seller holds, or will hold at the Closing, and is, or will be at the Closing, the sole record and beneficial owner of the Secondary Shares set forth on its signature page (which Secondary Shares may include Ordinary Shares to be issued to such Seller at the Closing in connection with the settlement of such Seller’s outstanding restricted stock units (“RSUs”)). Such Secondary Shares are or will be held free and clear of all liens, charges, encumbrances, third party rights or other defects in title other than restrictions on transfer under applicable securities laws. 2.2.3 This Share Purchase Agreement has been duly authorized, executed and delivered by such Seller and, assuming that this Share Purchase Agreement constitutes a valid and binding obligation of the other parties hereto, is enforceable against such Seller in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. 2.2.4 The execution, delivery and performance by such Seller of this Share Purchase Agreement (including compliance by such Seller with all of the provisions hereof), sale of such Seller’s Secondary Shares and the consummation of the transactions contemplated herein do not and will not conflict with, or result in a breach or violation of, any of the terms 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 property or assets of such Seller pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject, in each case, which would reasonably be expected to have a material adverse effect on the legal authority of such Seller to enter into and perform its obligations under this Share Purchase Agreement. 2.2.5 Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 2.1 of this Share Purchase Agreement, no registration under the Securities Act and no prospectus approved under the Securities Law is required for the offer and sale of the Secondary Shares held by such Seller to the Purchasers. 2.2.6 Neither such Seller, nor any person acting on such Seller’s behalf has, directly or indirectly, made any offers or sales of any securities of the Issuer or solicited any offers to buy any securities of the Issuer under circumstances that would require registration of the sale of the Secondary Shares under the Securities Act or the Securities Law.

Seller’s Representations, Warranties and Agreements. Each Seller, severally and not jointly, hereby represents and warrants to the Purchasers and the Issuer, and agrees with the Purchasers and the Issuer, in each case, as applicable, as of the date hereof and as of the Closing, as follows: 2.2.1 Such Seller has been duly formed or incorporated and is validly existing in good standing (if the capacityconcept of good standing is applicable) under the laws of its jurisdiction of incorporation or formation, full legal right, with the power and authority and all authorization and approval required by law to enter into, deliver and perform its obligations under this Share Purchase Agreement with respect to its Secondary Shares. Such Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Share Purchase Agreement with respect to its Secondary Shares. 2.2.2 Such Seller holds, or will hold at the Closing, holds and is, or will be at the Closing, is the sole record and beneficial owner of the Secondary Shares set forth on its signature page (which Secondary Shares may include Ordinary Shares to be issued to such Seller at the Closing in connection with the settlement of such Seller’s outstanding restricted stock units (“RSUs”))hereto. Such Secondary Shares are or will be held free and clear of all liens, charges, encumbrances, third party rights or other defects in title other than restrictions on transfer under applicable securities laws. 2.2.3 This Share Purchase Agreement has been duly authorized, executed and delivered by such Seller and, assuming that this Share Purchase Agreement constitutes a valid and binding obligation of the other parties hereto, is enforceable against such Seller in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. 2.2.4 The execution, delivery and performance by such Seller of this Share Purchase Agreement (including compliance by such Seller with all of the provisions hereof), sale of such Seller’s Secondary Shares and the consummation of the transactions contemplated herein do not and will not (i) conflict with, or result in a breach or violation of, any of the terms 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 property or assets of such Seller or any of its subsidiaries, as applicable, pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which such Seller or any of its subsidiaries, as applicable, is a party or by which such Seller or any of its subsidiaries, as applicable, is bound or to which any of the property or assets of such Seller or any of its subsidiaries, as applicable, is subject, in each case, which would reasonably be expected to have a material adverse effect on the legal authority prevent or delay such Seller’s timely performance of such Seller to enter into and perform its obligations under this Share Purchase AgreementAgreement (a “Seller Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of such Seller or any of its subsidiaries, as applicable, or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over such Seller or any of its subsidiaries, as applicable, or any of their respective properties that would reasonably be expected to have a Seller Material Adverse Effect. 2.2.5 Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 2.1 of this Share Purchase Agreement, no registration under the Securities Act and no prospectus approved under the Securities Law is required for the offer and sale of the Secondary Shares held by such Seller to the Purchasers. 2.2.6 Neither such Seller, nor any person acting on such Seller’s behalf has, directly or indirectly, made any offers or sales of any securities of the Issuer or solicited any offers to buy any securities of the Issuer under circumstances that would require registration of the sale of the Secondary Shares under the Securities Act or the Securities Law.

Seller’s Representations, Warranties and Agreements. Each Seller3.1. To induce Bank to enter into this Agreement and to purchase any Xxxx of Exchange offered to Bank hereunder, severally Seller warrants and not jointlyrepresents to Bank, hereby represents now and warrants to the Purchasers and the Issuer, and agrees with the Purchasers and the Issuer, in each case, as applicable, as of the date hereof and as of each such offer, that: (a) such Xxxx of Exchange arises from a bona fide, duly authorized sale or lease of goods or services in the ordinary course of Seller's business; that all of the Closingterms of such Xxxx of Exchange (including the face amount and maturity thereof) are accurately reflected in the Documents; that all required performance by Seller under the Contract with Buyer has been completed, as follows: 2.2.1 Such Seller has the capacityand that there are no undisclosed terms, full legal right, power and authority and all authorization and approval required by law to enter into, deliver and perform its obligations under this Share Purchase Agreement with respect to its Secondary Shares. Such Seller need not give any notice to, make any filing withconditions, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Share Purchase Agreement with respect to its Secondary Shares. 2.2.2 Such Seller holds, or will hold at the Closing, and is, or will be at the Closing, the sole record and beneficial owner of the Secondary Shares set forth on its signature page (which Secondary Shares may include Ordinary Shares to be issued agreements pertaining to such Seller at the Closing in connection with the settlement sale or lease; (b) such Xxxx of such Seller’s outstanding restricted stock units (“RSUs”)). Such Secondary Shares are or will be held free and clear of all liens, charges, encumbrances, third party rights or other defects in title other than restrictions on transfer under applicable securities laws. 2.2.3 This Share Purchase Agreement Exchange has been validly executed by a person duly authorized, executed authorized by the Buyer to execute such Xxxx of Exchange and delivered by such Seller and, assuming that this Share Purchase Agreement constitutes a valid and binding obligation of the other parties hereto, is fully enforceable against such Seller in accordance with its terms; (c) such Buyer is liable for the payment of the full amount stated in the Xxxx of Exchange in accordance with the terms thereof without defense, counterclaim or set-off; no payments have been made by such Buyer on such Xxxx of Exchange except as disclosed to Bank in the Documents; Buyer is not in default nor does there exist a set of facts or circumstances which by the giving of notice or the passage of time, would cause the Buyer to be in default under the Xxxx of Exchange; and Seller is aware of no facts that would indicate that payment of such Xxxx of Exchange would be delayed or that such Xxxx of Exchange is uncollectible in whole or in part; (d) Seller is not insolvent within the meaning of any provision of applicable law, and Seller has the unqualified right to sell, assign and transfer to Bank the full ownership of and all interest in such Xxxx of Exchange, including any interest, finance charges and other costs or expense relating to such Xxxx of Exchange, if any, that are recoverable from the Buyer; (e) Bank will have all interest in and full ownership of such Xxxx of Exchange and all related Purchased Assets, and such Xxxx of Exchange is free and clear of any taxes, levies, set-offs, counterclaims, defenses, liens, encumbrances, security interests, or other adverse claims or interests of any kind; (f) no financing statement covering all or any part of the Purchased Assets is on file in any recording office, except such as may be limited required by this Agreement in favor of Bank or otherwise affected by in favor of any creditor with respect to Permitted Liens; (g) no consent of any other person or entity and no authorization, approval or other action by, and no notice to or filing with, any governmental authority is required (i) bankruptcyfor the Buyer to pay the amount due under the Xxxx of Exchange at maturity or for the sale by Seller of the Purchased Assets to Bank, insolvencyfree from all other rights or interests therein, fraudulent conveyanceother than such authorizations, reorganizationapprovals, moratorium notices, or other laws relating to filings which have been obtained or affecting the rights of creditors generallyare being obtained in connection with this Agreement, and or (ii) principles for the exercise by Bank of equityits rights and remedies hereunder; (h) Seller is duly formed and existing as a corporation or other entity, whether considered at law as indicated on the signature page hereof, has the corporate or equity. 2.2.4 The other organizational power and authority to execute, deliver and carry out the terms and provisions of this Agreement and all other instruments and documents to be delivered by it hereunder, and has taken all necessary corporate action to authorize the execution, delivery and performance by such Seller hereof; (i) neither the execution nor the delivery of this Share Purchase Agreement (including compliance or any other communication by such Seller with all of the provisions hereof)hereunder, sale of such Seller’s Secondary Shares and the consummation of nor the transactions contemplated herein do not contemplated, nor compliance with the terms, conditions and will not conflict withprovisions of this Agreement will: (i) contravene any provision of any law, statute, rule or regulation to which Seller is subject or any judgment, decree, order, or result in a breach or violation of, any of the terms or provisions of, permit applicable to Seller; (ii) conflict with or constitute a default under, or result in the creation or imposition of under any lien, charge or encumbrance upon, any of the property or assets of such Seller pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which such Seller is a party or by which such it or the Purchased Assets are otherwise bound; or (iii) require compliance with any bulk sales act or similar law; and (j) Seller is bound or to which any of the property or assets of such Seller is subject, has complied with all applicable laws and regulations in each case, which would reasonably be expected to have a material adverse effect on the legal authority of such Seller to enter into and perform connection with its obligations under this Share Purchase Agreement. 2.2.5 Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 2.1 of this Share Purchase Agreement, no registration performance under the Securities Act and no prospectus approved under the Securities Law is required for the offer Contracts and sale of the Secondary Shares held goods or services giving rise to any Purchased Assets. 3.2. Seller covenants and agrees: (a) at its sole expense, to diligently and consistently provide reasonable assistance to ensure that the Buyers whose Bills of Exchange are sold to Bank hereunder pay such Xxxx of Exchange in accordance with their terms, and to cooperate with Bank to collect any Xxxx of Exchange sold to Bank that remains unpaid at its maturity; (b) to promptly pay to Bank all monies received by Seller in payment of a Xxxx of Exchange purchased by Bank; (c) upon Bank's request from time to time, to provide to Bank copies of its last audited financial statements and all other information pertaining to its affairs and business as Bank may request; (d) not to: (i) grant any extension of time for payment of any of the Bills of Exchange or any other Purchased Asset which includes a monetary obligation, (ii) compromise or settle any Bills of Exchange or any such other Purchased Asset for less than the full amount thereof, (iii) release in whole or in part any Buyer, Xxxx of Exchange debtor or other person liable for the payment of any of the Bills of Exchange or any such other Purchased Asset or (iv) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect any of the Bills of Exchange or any such other Purchased Asset. (e) to give Bank prompt notice of any Credit Event relating to a Buyer or to a Xxxx of Exchange previously sold to Bank, any perceived or actual deterioration in its own or in a Buyer's financial or business affairs, or any event that constitutes or could lead to a Trade Dispute involving a Buyer; (f) to perform all of its obligations under any Contract, and not to terminate, cancel or amend the payment terms and conditions of such Contract without the prior written approval of Bank; (g) to pay Bank a misdirected payment fee equal to one-half of one percent (0.5%) per day of the face amount of any payment on Bills of Exchange received by Seller and not paid in kind to Bank within two (2) Business Days after receipt thereof by Seller; and (h) to: (i) obtain and maintain in force at all times an insurance policy with respect to the Purchasers. 2.2.6 Neither such Bills of Exchange which names the Bank as sole loss payee and which is approved by Bank (the "Policy"), and not amend or alter the Policy without Bank's written consent, except to increase the Policy's aggregate coverage; (ii) permit representatives of Bank to examine records and documents of Seller relating to the Bills of Exchange or the Policy, and to make copies thereof or abstracts therefrom, at any time during normal business hours upon reasonable and advance notice to Seller; (iii) provide Bank promptly upon receipt copies of all notices, nor any person acting on such Seller’s behalf hasincluding, directly or indirectlywithout limitation, made any offers or sales all notices of any securities change in terms or conditions, received from the insurer of the Issuer or solicited Policy; upon Bank's demand, reimburse Bank for all costs Bank is required to pay pursuant to the Policy and indemnify and hold harmless Bank against all costs Bank incurs with respect to the Policy, including, without limitation, premiums paid by Bank and credit insurance deductibles and retentions provided for under the Policy; reimburse Bank for the deductible amount for claims and uninsured portions, if any, under the Policy; and (iv) in the event of any offers to buy any securities approved buyer's non-payment of such buyer's Xxxx of Exchange, file a claim for the reimbursement in accordance with the terms of the Issuer under circumstances that would require registration Policy, and concurrently deliver to Bank a copy of such notice of claim, comply with all requirements of the sale Policy for proof of payment of claim, and otherwise take all actions reasonably requested by Bank with respect to the Secondary Shares under the Securities Act or the Securities Lawenforcement of such claim.

Seller’s Representations, Warranties and Agreements. Each SellerA. Except as provided below, severally and not jointly, hereby Seller represents and warrants to Broker that: (1) Seller has fee simple title to and peaceable possession of the Purchasers Property and the Issuerall its improvements and fixtures, unless rented, and agrees has the legal capacity to convey the Property; (2) Seller is not now a party to a listing agreement with another broker for the Purchasers and the Issuersale, in each caseexchange, as applicable, as or lease of the date hereof Property; (3) any pool, spa and as of the Closingrequired enclosures, as follows:fences, gates, and latches comply with all applicable laws and ordinances; 2.2.1 Such Seller (4) no person or entity has the capacityany right to purchase, full legal right, power and authority and all authorization and approval required by law to enter into, deliver and perform its obligations under this Share Purchase Agreement with respect to its Secondary Shares. Such Seller need not give any notice to, make any filing withlease, or obtain any authorizationacquire the Property by virtue of an option, consentright of first refusal, or approval of other agreement; (5) there are no delinquencies or defaults under any government or governmental agency in order to consummate the transactions contemplated by this Share Purchase Agreement with respect to its Secondary Shares. 2.2.2 Such Seller holds, or will hold at the Closing, and is, or will be at the Closing, the sole record and beneficial owner of the Secondary Shares set forth on its signature page (which Secondary Shares may include Ordinary Shares to be issued to such Seller at the Closing in connection with the settlement of such Seller’s outstanding restricted stock units (“RSUs”)). Such Secondary Shares are or will be held free and clear of all liens, charges, encumbrances, third party rights or other defects in title other than restrictions on transfer under applicable securities laws. 2.2.3 This Share Purchase Agreement has been duly authorized, executed and delivered by such Seller and, assuming that this Share Purchase Agreement constitutes a valid and binding obligation of the other parties hereto, is enforceable against such Seller in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. 2.2.4 The execution, delivery and performance by such Seller of this Share Purchase Agreement (including compliance by such Seller with all of the provisions hereof), sale of such Seller’s Secondary Shares and the consummation of the transactions contemplated herein do not and will not conflict with, or result in a breach or violation of, any of the terms 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 property or assets of such Seller pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreementmortgage, lease, license or other agreement encumbrance on the Property; (6) the Property is not subject to the jurisdiction of any court; (7) the Name of any employer, relocation company, or instrument other entity that provides benefits to which such Seller when selling the Property is: _; (8) Seller learned of Broker’s firm by: ; (9) all written information relating to the Property provided to Broker by Seller is a party or by which such true and correct; (10) Exceptions: B. Seller is bound or further agrees to: (1) cooperate with Broker to which any of facilitate the property or assets of such Seller is subjectshowing, in each casemarketing, which would reasonably be expected to have a material adverse effect on the legal authority of such Seller to enter into and perform its obligations under this Share Purchase Agreement. 2.2.5 Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 2.1 of this Share Purchase Agreement, no registration under the Securities Act and no prospectus approved under the Securities Law is required for the offer and sale of the Secondary Shares held by such Property; (2) not rent or lease the Property during this Listing without Broker’s prior written approval; (3) not negotiate with any prospective buyer who may contact the Seller directly, but will refer all prospective buyers to Broker; (4) not enter into a listing agreement with another broker for the sale, exchange, or lease of the Property to become effective during the term of this Listing; (5) maintain any pool, spa and required enclosures, fences, gates, and latches in compliance with all applicable laws and ordinances; (6) provide Broker with copies of any leases or rental agreements pertaining to the Purchasers. 2.2.6 Neither such Seller, nor any person acting on such Seller’s behalf has, directly Property and advise Broker of tenants moving in or indirectly, made any offers or sales of any securities out of the Issuer Property; (7) complete all disclosures and notices required by law or solicited a contract to sell the Property; and (8) amend or update all applicable disclosures and notices if any offers to buy any securities of the Issuer under circumstances that would require registration of the sale of the Secondary Shares under the Securities Act or the Securities Lawmaterial changes occur during this Listing.

Seller’s Representations, Warranties and Agreements. Each Seller, severally and not jointly, hereby represents and warrants to the Purchasers and the Issuer, and agrees with the Purchasers and the Issuer, in each case, as applicable, as of the date hereof and as of the Closing, as follows: 2.2.1 Such If Seller is not an individual, such Seller has been duly formed or incorporated and is validly existing in good standing (if the capacityconcept of good standing is applicable) under the laws of its jurisdiction of incorporation or formation, full legal right, with the power and authority and all authorization and approval required by law to enter into, deliver and perform its obligations under this Share Purchase Agreement with respect to its Secondary Shares. Such Seller is not bankrupt or insolvent and has not proposed a voluntary arrangement or made or proposed any arrangement or composition with such Seller’s creditors or any class of such creditors, and no petition in respect of any such arrangement or composition has been presented, and in each case, that would adversely affect the power or authority of such Seller to execute, deliver or perform the Transactions hereunder. The consummation of the Transaction hereunder shall not constitute a fraudulent transfer by such Seller under applicable bankruptcy and other similar laws relating to bankruptcy and insolvency of such Seller. Such Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Share Purchase Agreement with respect to its Secondary Shares. 2.2.2 Such Seller holds, or will hold at the Closing, holds and is, or will be at the Closing, is the sole record and beneficial owner of the Secondary Shares set forth on its signature page (which Secondary Shares may include Ordinary Shares to be issued to such Seller at the Closing in connection with the settlement of such Seller’s outstanding restricted stock units (“RSUs”))hereto. Such Secondary Shares are or will be held free and clear of all liens, charges, encumbrances, third party rights or other defects in title other than restrictions on transfer under applicable securities laws. 2.2.3 This Share Purchase Agreement has been duly authorized, executed and delivered by such Seller and, assuming that this Share Purchase Agreement constitutes a valid and binding obligation of the other parties hereto, is enforceable against such Seller in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. 2.2.4 The execution, delivery and performance by such Seller of this Share Purchase Agreement (including compliance by such Seller with all of the provisions hereof), sale of such Seller’s Secondary Shares and the consummation of the transactions contemplated herein do not and will not (i) conflict with, or result in a breach or violation of, any of the terms 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 property or assets of such Seller or any of its subsidiaries, as applicable, pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which such Seller or any of its subsidiaries, as applicable, is a party or by which such Seller or any of its subsidiaries, as applicable, is bound or to which any of the property or assets of such Seller or any of its subsidiaries, as applicable, is subject, in each case, which would reasonably be expected to have a material adverse effect on the legal authority prevent or delay such Seller’s timely performance of such Seller to enter into and perform its obligations under this Share Purchase AgreementAgreement (a “Seller Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of such Seller or any of its subsidiaries, as applicable, or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over such Seller or any of its subsidiaries, as applicable, or any of their respective properties that would reasonably be expected to have a Seller Material Adverse Effect. 2.2.5 Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 2.1 of this Share Purchase Agreement, no registration under the Securities Act and no prospectus approved under the Securities Law is required for the offer and sale of the Secondary Shares held by such Seller to the Purchasers. 2.2.6 Neither such Seller, nor any person acting on such Seller’s behalf has, directly or indirectly, made any offers or sales of any securities of the Issuer or solicited any offers to buy any securities of the Issuer under circumstances that would require registration of the sale of the Secondary Shares under the Securities Act or the Securities Law. 2.2.7 Concurrently with the execution of this Agreement, each Seller selling hereunder Secondary Shares that, on the date of this Agreement, are underlying options to purchase such share, has provided a duly executed irrevocable exercise notice to the Issuer.

Seller’s Representations, Warranties and Agreements. Each Seller, severally and not jointly, Seller hereby represents and warrants to the Purchasers and the Issuer, and agrees with the Purchasers and the Issuer, in each case, as applicable, as of the date hereof and as of the Closing, Buyer as follows: 2.2.1 Such 7.1 Seller is a corporation duly organized and existing and subsisting in good standing under the laws of the Commonwealth of Pennsylvania and such other states in which Seller transacts its business, has the capacity, full legal right, corporate power and authority to conduct the Business and own the Assets in its State of Incorporation and in any other state in which Seller conducts business as a foreign corporation. Seller has good and marketable title to each and all authorization and approval required by law to enter into, deliver and perform its obligations under this Share Purchase Agreement with respect to its Secondary Shares. Such Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Share Purchase Agreement with respect to its Secondary Shares. 2.2.2 Such Seller holds, or will hold at the Closing, and is, or will be at the Closing, the sole record and beneficial owner of the Secondary Shares set forth on its signature page (which Secondary Shares may include Ordinary Shares to be issued to such Seller at the Closing in connection with the settlement of such Seller’s outstanding restricted stock units (“RSUs”)). Such Secondary Shares are or will be held Assets, free and clear of all liens, chargessecurity interests, encumbrancespledges, third party rights or other defects in title other than restrictions and encumbrances whatsoever except as is disclosed on transfer under applicable securities lawsSchedule 7.1 which is attached hereto. 2.2.3 This Share Purchase 7.2 Seller has the corporate power to sell, assign, transfer and deliver the Assets; the execution, delivery and performance of this Agreement has by Seller have been duly authorized, executed authorized by its Board of Directors and delivered by such Seller and, assuming that are in accordance with Seller's By-laws; and this Share Purchase Agreement constitutes a the valid and binding obligation of the other parties hereto, is enforceable against such Seller in accordance with its terms, terms except as enforceability thereof against Seller may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency or other laws of general application relating to or affecting the enforcement of creditor's rights of creditors generally, and (ii) except as specific enforceability may be limited by the principles of equity, whether considered at law or equity. 2.2.4 7.3 The execution, delivery and performance by such Seller of this Share Purchase Agreement (including compliance by such Seller with all of the provisions hereof), sale of such Seller’s Secondary Shares and the consummation of the transactions contemplated herein do not by this Agreement and compliance with the provisions hereof will not conflict with, with or result in a breach or violation of, default under Seller's Articles of Incorporation or By-laws or any of the terms 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 property or assets of such Seller pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license agreement or other agreement or instrument to which such Seller is a party or by which such it is bound, or under any provision of any applicable law, regulation, statute or ordinance or any order, of any court or other governmental agency. 7.4 Seller has not negotiated or entered into any other contract or agreement to sell, encumber by lien, hypothecate, or otherwise dispose of any of the Assets. 7.5 Seller has good and marketable title to all of the Assets to be sold herein, subject to no liens, liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, including, without limitation, tax liabilities due or to become due except as is otherwise disclosed in this Agreement to and accepted by Buyer. 7.6 Schedules 1.3 and 1.4 are true and complete lists of all material Contracts related to the operation of the Business to which Seller is a party or by which Seller is bound including all written or oral Contracts of employment with employees and other agreements with non-employees of the Business. 7.7 Schedule 7.7 is a true, accurate and complete list of all litigation or proceedings pending, or to which Seller's knowledge threatened against Seller, relating to the Business, or any of the property Assets and there is no outstanding judgment, decree or assets order against Seller, the Business or the Assets which affects Seller's ability to consummate this transaction. All litigation or proceedings arising prior to or related to matters occurring prior to the Closing Date shall be the responsibility of such Seller Seller, with the exception of any litigation, claims or proceedings of which the Buyer is subject, in each case, which would reasonably be expected aware and has not disclosed to have a material adverse effect on the legal authority of such Seller to enter into and perform its obligations under this Share Purchase AgreementSeller. 2.2.5 Assuming the accuracy of each Purchaser’s 7.8 The representations and warranties of the Seller in this Agreement do not contain and will not contain any untrue statement or omit or will omit a material fact. 7.9 By the Closing Date, except for (a) employee commissions and bonuses under existing programs, (b) any accrued vacation pay, and (c) any salary for the week of September 25, 2000 through September 29, 2000 due and owing to those employees of the Seller hired by the Buyer and set forth on Schedule 10.2 which the Buyer shall assume, Seller shall have settled and paid all compensation (whether or not deferred), pension, profit-sharing, retirement, insurance, stock purchase, stock option or other fringe benefit plan, scheme, arrangement or practice, or any other employee compensation plan or agreement, whether formal or informal, of employees of the Business which may affect the Buyer or the Business. 7.10 The Business shall have a minimum tangible net worth of $4,000,000 at Closing. 7.11 The Assets (fixed assets and other tangible) owned or leased by the Seller in Section 2.1 connection with the Business and all aspects of the Business are and will continue to be adequately insured against fire, casualty and liability to the Closing Date. 7.12 All Federal, state and local taxes relating to the Business or the Assets have been or by the Closing Date will be paid to the extent due up to the Closing Date and any due after the Closing Date for the period prior to the Closing Date will be paid by Seller when due, except to the extent any taxes are being contested in good faith by Seller with adequate reserves therefore. 7.13 The execution and delivery of this Share Purchase Agreement, no registration under the Securities Act Agreement and no prospectus approved under the Securities Law is required for the offer and sale of the Secondary Shares held by such Seller to the Purchasers. 2.2.6 Neither such Seller, nor any person acting on such Seller’s behalf has, directly or indirectly, made any offers or sales of any securities of the Issuer or solicited any offers to buy any securities of the Issuer under circumstances that would require registration of the sale of the Secondary Shares under Assets and Business constitutes the Securities Act valid and binding obligation of Seller enforceable against it in accordance with the terms hereof except as such enforceability may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the Securities Lawenforcement of creditor's rights and except as specific enforceability may be limited by principles of equity.

Seller’s Representations, Warranties and Agreements. Each of Seller, severally and, solely with respect to clauses (c), (d) and not jointly(e) below, hereby represents and warrants to the Purchasers and the IssuerIndaba, represents, warrants, and agrees with the Purchasers and the Issuer, in each case, as applicable, as of the date hereof and as of the ClosingTransaction Settlement Date (and such representations, warranties, and agreements shall survive the sale and delivery of the Offered Shares hereunder for a period of two years from the Transaction Settlement Date except that the representations, warranties, and agreements set forth in clauses (c), (d) and (e) shall survive through the applicable statute of limitations) as follows: 2.2.1 Such (a) Seller has carefully reviewed (i) the capacityfinancial statements filed with the Securities and Exchange Commission by the Issuer, and (ii) such other information that it and its advisors deem necessary to make its decision to enter into the Transactions. (b) Seller (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Transactions and is consummating the Transactions with a full legal rightunderstanding of all of the terms, conditions, and risks and willingly assumes those terms, conditions, and risks, (ii) has adequate information concerning the Offered Shares, (iii) has adequate information concerning the business and financial condition of the Issuer and any of its affiliates, (iv) acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision and (v) it has made its own informed decision to consummate the Transactions based on its own independent review and consultations with such investment, legal, tax, accounting and other advisors as it deemed necessary and is not relying on Buyer or Buyer’s affiliates, and each of its and such affiliates’ respective directors, officers, employees, partners, members and agents for any investment, legal, tax or accounting advice. Seller has made its own decision concerning the Transactions without reliance on any representation or warranty by, or advice from, Buyer or Buyer’s affiliates, and each of its and such affiliates’ respective directors, officers, employees, partners, members and agents regarding the Offered Shares, the Issuer and/or the Transactions (other than representations and warranties set forth in this Agreement). (c) Each of Seller and Indaba confirms that neither it nor, to its knowledge, any other person or entity acting on its behalf has provided Buyer or MAST with any information that constitutes or could reasonably be expected to constitute Excluded Information concerning the Issuer. Each of Seller and Indaba acknowledges and agrees that neither Buyer nor MAST has requested from Seller or Indaba, and neither Seller nor Indaba has provided to Buyer or MAST, any Excluded Information. Each of Seller and Indaba understands and confirms that Buyer and MAST will rely on the foregoing representations in effecting transactions in securities of the Issuer, including the Offered Shares. (d) Buyer and MAST have informed Seller and Indaba, and Seller and Indaba each acknowledges and understands, that each of Buyer and MAST may have possession of, or may have received or obtained, Excluded Information, which may not be known to Seller or Indaba and, if publicly disclosed, could affect the trading price of the Offered Shares. Seller and Indaba each acknowledges and understands, based on its experience, the disadvantage to which Seller and Indaba may be subject due to any disparity of information between Seller and Indaba on the one hand and Buyer and MAST on the other. Notwithstanding any possession of Excluded Information by Buyer or MAST and the absence of disclosure thereof to Seller or Indaba, each of Seller and Indaba has deemed it appropriate, and desires, to engage in the Transactions for its own business purposes. (e) Seller and Indaba each agrees that none of Buyer, MAST their respective affiliates, or any of their and such affiliates’ respective directors, officers, employees, partners, members and agents (collectively, the “MAST Released Persons”) shall have any liability whatsoever to Seller or Indaba due to Buyer’s or MAST’s use and/or non-disclosure of any Excluded Information, and Seller and Indaba each hereby irrevocably (i) waives any and all actions, causes, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that it may have or hereafter acquire (“Claims”) against the MAST Released Persons, directly or indirectly, arising out of or resulting from Buyer’s or MAST’s failure to disclose any Excluded Information to Seller or Indaba, including, without limitation, Claims it may have under applicable federal and/or state securities laws, and (ii) expressly releases the MAST Released Persons from any and all liabilities that may arise from Buyer’s or MAST’s failure to disclose any Excluded Information. Seller and Indaba each agrees that it shall not institute or maintain any cause of action, suit or complaint or other proceeding against any MAST Released Person as a result of Buyer’s failure to disclose any Excluded Information to Seller. (f) Seller (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) has all requisite power and authority to execute and all authorization deliver this Agreement and approval required by law to enter into, deliver and perform its obligations under this Share Purchase Agreement with respect to its Secondary Shares. Such Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Share Purchase Agreement with respect to its Secondary Sharesdescribed herein. 2.2.2 Such (g) The execution and delivery by Seller holds, or will hold at of this Agreement and the Closing, and is, or will be at the Closing, the sole record and beneficial owner performance by Seller of the Secondary Shares set forth on its signature page (which Secondary Shares may include Ordinary Shares to be issued to such Seller at the Closing in connection with the settlement of such Seller’s outstanding restricted stock units (“RSUs”)). Such Secondary Shares are or will be held free and clear of all liens, charges, encumbrances, third party rights or other defects in title other than restrictions on transfer under applicable securities laws. 2.2.3 This Share Purchase Agreement has obligations hereunder have been duly authorizedauthorized by all requisite action on the part of Seller. Assuming due authorization, executed execution and delivered delivery by such Seller andBuyer, assuming that this Share Purchase Agreement constitutes is a legal, valid and binding obligation of the other parties heretoSeller, is enforceable against such Seller in accordance with its terms, except as that such enforcement (i) may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting the creditors’ rights of creditors generally, generally and (ii) principles is subject to the availability of equityequitable remedies, whether considered at law or equityas determined in the discretion of the court before which such a proceeding may be brought. 2.2.4 The execution, delivery and performance by such (h) Seller of this Share Purchase Agreement (including compliance by such Seller with all is the sole beneficial owner of the provisions hereof)Offered Shares, sale of such has good title to the Offered Shares, and Seller’s Secondary Shares right, title and the consummation of the transactions contemplated herein do not and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, or result interest in the creation or imposition Offered Shares are free and clear of all liens, claims, encumbrances, voting trusts, voting agreements, transfer restrictions and other restrictions of any lien, charge or encumbrance upon, any of the property or assets of such Seller nature whatsoever. (i) Other than pursuant to the terms this Agreement, Seller has not granted, created or entered into any currently existing option, purchase agreement, redemption agreement, call or right to subscribe of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument character relating to which such Seller is a party or the Offered Shares. (j) The Offered Shares offered by which such Seller is bound or to which any of the property or assets of such Seller is subject, in each case, which would reasonably be expected to have a material adverse effect on the legal authority of such Seller to enter into and perform its obligations under this Share Purchase Agreement. 2.2.5 Assuming Buyer were not offered to Buyer by means of general solicitation or general advertising within the accuracy meaning of each Purchaser’s representations and warranties set forth in Section 2.1 of this Share Purchase Agreement, no registration Rule 502(c) under the Securities Act Act, and no prospectus approved under the Securities Law is required for the offer rules and sale regulations promulgated thereunder. Seller has not offered to sell any portion of the Secondary Offered Shares held by such Seller to the Purchasers. 2.2.6 Neither such Seller, nor or any person acting on such Seller’s behalf has, directly or indirectly, made any offers or sales of any securities of the Issuer or solicited any offers to buy any securities of the Issuer under circumstances that interest therein in a manner which would require registration of the sale of the Secondary Offered Shares to Buyer hereunder to be registered under the Securities Act or any other applicable securities laws. (k) Seller acknowledges and agrees that Buyer is relying on Seller’s representations, warranties, and agreements herein as a condition to proceeding with the Securities LawTransactions. Without such representations, warranties, and agreements, Buyer would not engage in the Transactions.

Seller’s Representations, Warranties and Agreements. Each SellerSeller hereby represents, severally warrants and not jointly, hereby represents and warrants to agrees on the Purchasers Signing Date and the IssuerClosing Date that: (1) Such Seller is duly organized and validly existing under the laws of the jurisdiction of such Seller’s organization or incorporation and, and agrees with the Purchasers and the Issuerif relevant under such laws, in each case, as applicable, as of the date hereof and as of the Closing, as follows: 2.2.1 good standing. Such Seller has the capacity, full legal right, power to execute and authority deliver this Agreement and all authorization and approval required by law to enter into, deliver and perform its such Seller’s obligations under this Share Purchase Agreement with respect and has taken all necessary action to its Secondary Shares. authorize such execution, delivery and performance; (2) Such Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Share Purchase Agreement with respect to its Secondary Shares. 2.2.2 Such Seller holds, or will hold at the Closing, and is, or will be at the Closing, the sole record and beneficial owner of the Secondary Shares set forth on its signature page (which Secondary Shares may include Ordinary Shares to be issued to such Seller at the Closing in connection with the settlement of such Seller’s outstanding restricted stock units (“RSUs”)). Such Secondary Shares are or will be held free and clear of all liens, charges, encumbrances, third party rights or other defects in title other than restrictions on transfer under applicable securities laws. 2.2.3 This Share Purchase Agreement has been duly authorized, executed and delivered by such Seller and, assuming that this Share Purchase Agreement constitutes a valid and binding obligation of the other parties hereto, is enforceable against such Seller in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. 2.2.4 The execution, delivery and performance by such Seller of this Share Purchase Agreement (including compliance by such Seller with all Agreement, the sale and delivery of the provisions hereof), sale of such Seller’s Secondary Shares and the consummation of the transactions contemplated herein Transaction do not and will not violate or conflict with, or result in a breach or violation ofwith any law applicable to such Seller, any provision of the terms such Seller’s constitutional documents or provisions of, any order or constitute a default under, or result in the creation or imposition judgment of any lien, charge court or encumbrance upon, any other agency of the property or assets of government applicable to such Seller pursuant to or the terms of Shares or any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which such Seller is a party or by which such Seller is bound bound; (3) No consent, approval, authorization or to which other order of, or filing with, any of the property governmental authority or assets of such Seller is subjectother person, in each case, which would reasonably be expected to have a material adverse effect on the legal authority of such Seller to enter into and perform its obligations under this Share Purchase Agreement. 2.2.5 Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 2.1 of this Share Purchase Agreement, no registration under the Securities Act and no prospectus approved under the Securities Law is required for the offer execution, delivery and sale of the Secondary Shares held performance by such Seller of this Agreement or the consummation by such Seller of the Transaction, except for such filings that may be required to be made by such Seller with the Purchasers.Securities and Exchange Commission under the Exchange Act; and 2.2.6 Neither (4) This Agreement has been duly executed and delivered by such Seller. Such Seller’s obligations under this Agreement constitute the legal, valid and binding obligations of such Seller, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (b) Neither such Seller nor any person acting on behalf of such Sxxxxx has retained any broker in connection with the transactions contemplated by this Agreement. Such Seller agrees that neither the Purchaser nor any affiliate, employee, agent or representative of the Purchaser shall have any liability to such Seller or any other person with respect to any brokerage or finder’s fee or other commission in connection with the Transaction; it being understood that no representation or warranty is given by such Seller in respect of any fees or commission payable by Purchaser to its brokers, agents or other representatives. (i) Such Seller has good and valid title to such Seller’s behalf has, directly or indirectly, made any offers or sales Shares and owns such Shares free and clear of any Encumbrances; (ii) such Shares are not and will not be as of the Closing Date subject to any Transfer Restriction; and (iii) upon the transfer of such Shares to the Purchaser and payment therefor pursuant to Section 7 of this Agreement, the Purchaser will have good and valid title to such Shares, free and clear of any Encumbrances or Transfer Restrictions. (d) Such Seller is an “accredited investor” (as defined in Rule 501(a) promulgated under the Securities Act) and is knowledgeable and experienced in finance, securities and investments and has had sufficient experience analyzing, investing in and selling securities similar to the Shares so as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement. (e) Such Seller is not in possession of any material nonpublic information concerning the Issuer. “Material” information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold securities of the Issuer or solicited any offers to buy any securities of the Issuer under circumstances that would require registration of the sale of the Secondary Shares under the Securities Act or the Securities LawIssuer.

Seller’s Representations, Warranties and Agreements. Each SellerThe Seller hereby represents, severally warrants and not jointlyagrees on the date hereof, hereby represents and warrants to the Purchasers Trade Date and the Issuer, Settlement Date that: (1) The Seller is duly organized and agrees with validly existing under the Purchasers and the Issuer, in each case, as applicable, as laws of the date hereof and as United States of the Closing, as follows: 2.2.1 Such America. The Seller has the capacity, full legal right, power to execute and authority deliver this Agreement and all authorization and approval required by law to enter into, deliver and perform its the Seller’s obligations under this Share Purchase Agreement and has taken all necessary action to authorize such execution, delivery and performance; (2) Such execution, delivery and performance do not violate or conflict with respect any law applicable to its Secondary Shares. Such the Seller, any provision of the Seller’s constitutional documents, any order or judgment of any court or other agency of government applicable to the Seller need not give or any notice toof the Seller’s assets or any contractual restriction binding on or affecting the Seller or any of the Seller’s assets; (3) No consent, make any approval, authorization or other order of, or filing with, any governmental authority or obtain other person, is required for the execution, delivery and performance by the Seller of this Agreement or the consummation by the Seller of the transactions contemplated hereunder, except for such consents or approvals of the Issuer required pursuant to any authorizationTransfer Restriction that have been disclosed to the Purchaser and obtained by the Seller prior to the Trade Date; and (4) This Agreement has been duly executed and delivered by the Seller. The Seller’s obligations under this Agreement constitute the legal, consentvalid and binding obligations of the Seller, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or approval similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (b) There is not pending or, to the Seller’s knowledge, threatened against the Seller any government action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against the Seller of this Agreement or the Seller’s ability to perform the Seller’s obligations under this Agreement. (c) Neither the Seller nor any person acting on behalf of the Seller has retained any broker in order to consummate connection with the transactions contemplated by this Share Purchase Agreement Agreement. The Seller agrees that neither the Purchaser nor any affiliate, employee, agent or representative of the Purchaser shall have any liability to the Seller or any other person with respect to its Secondary Sharesany brokerage or finder’s fee or other commission in connection with the transactions contemplated by this Agreement, except as agreed in writing by the Purchaser and the Seller. 2.2.2 Such (i) The Seller holds, or will hold at is the Closing, and is, or will be at the Closing, the sole record and beneficial owner of the Secondary Shares set forth on its signature page (which Secondary Shares may include Ordinary Shares to be issued to such Seller at the Closing in connection with the settlement of such Seller’s outstanding restricted stock units (“RSUs”)). Such Secondary Shares are or will be held Shares, free and clear of all liens, charges, encumbrances, third party rights or other defects in title other than restrictions on transfer under applicable securities laws. 2.2.3 This Share Purchase Agreement has been duly authorized, executed and delivered by such Seller and, assuming that this Share Purchase Agreement constitutes a valid and binding obligation of the other parties hereto, is enforceable against such Seller in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and any Encumbrances; (ii) principles of equity, whether considered at law or equity. 2.2.4 The execution, delivery and performance by such Seller of this Share Purchase Agreement (including compliance by such Seller with all of the provisions hereof), sale of such Seller’s Secondary Shares and the consummation of the transactions contemplated herein do are not and will not conflict with, or result in a breach or violation of, any be as of the terms or provisions ofSettlement Date subject to any Transfer Restriction, or constitute a default underother than the Acceptable Securities Law Transfer Restriction (as defined below); and (iii) upon the transfer of the Shares to Purchaser, or result in Purchaser will be the creation or imposition record and beneficial owner of such Shares, free and clear of any lienEncumbrances or Transfer Restrictions, charge or encumbrance upon, any of other than the property or assets of such Seller pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject, in each case, which would reasonably be expected to have a material adverse effect on the legal authority of such Seller to enter into and perform its obligations under this Share Purchase Agreement. 2.2.5 Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 2.1 of this Share Purchase Agreement, no registration under the Securities Act and no prospectus approved under the Acceptable Securities Law is required for the offer and sale of the Secondary Shares held by such Seller to the PurchasersTransfer Restriction. 2.2.6 Neither such Seller, nor any person acting on such Seller’s behalf has, directly or indirectly, made any offers or sales of any securities of the Issuer or solicited any offers to buy any securities of the Issuer under circumstances that would require registration of the sale of the Secondary Shares under the Securities Act or the Securities Law.