Common use of Selling Stockholders’ Certificate Clause in Contracts

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and and, with respect to the Optional Common Shares (if not purchased on the First Closing Date), the Second Closing Date, as the case may be, Date the Representatives shall have received a written certificate executed by the an Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling StockholderStockholders, dated as of such the First Closing Date or the Second Closing Date, as the case may be, to the effect that: : (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second any Subsequent Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of the Closing Date with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second any Subsequent Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) and Section 3(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and and, in the case of the Option Selling Stockholders, the Second Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder or each Option Selling Stockholder, as applicable, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Subsequent Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Dateclosing date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Dateclosing date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Dateclosing date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Datedate, to the effect that: that (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Datedate; and and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First Closing Date and each Option Closing Date the Second Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Attorney in Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, representations and warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorneyeach Selling Stockholder selling Common Shares as of such date (or such Selling Stockholder's attorney-in-Fact of each Selling Stockholderfact), dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second any Subsequent Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the each Selling Stockholder or an Attorney-in-Fact on behalf of each such Selling Stockholder, dated as of such Closing Dateclosing date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct on and as of such closing date with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Dateclosing date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Dateclosing date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Datedate; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B1.B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Datedate; and (ii) such Selling Stockholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section Sections 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B1.B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Datedate; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Datedate; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, representations and warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such the Second Closing Date, to the effect that: (i) i. the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such the Second Closing Date; and (ii) . such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such the Second Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received a written certificate executed by [the Attorney-in-Fact of of] each Selling Stockholder, dated as of such Closing Date, to the effect that: : (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and each Option Closing Date the Second Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact a representative of each Selling Stockholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) 1.B of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Datedate; and (ii) such Selling Stockholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each the Selling StockholderStockholders or the Selling Stockholders, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such the Selling Stockholder Stockholders set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Stockholder Stockholders on and as of such Closing Date; and (ii) such the Selling Stockholder has Stockholders have complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives Representative[s] shall received a written certificate executed [by the Attorney-in-Fact of of] each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and on which Optional Common Shares are sold by the Second Closing Date, as the case may be, Selling Stockholder the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such the Selling Stockholder set forth in Section 1(B) 1.2 of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Stockholder on and as of such Closing Date; and (ii) such the Selling Stockholder has complied with all the agreements and satisfied all the conditions on its his part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second any Subsequent Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct in all material respects, except if already qualified by materiality, on and as of the Closing Date with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such the Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case such representations, warranties and covenants shall be true and correct in all respects) with the same force and effect as though expressly made by such the Selling Stockholder on and as of such Closing Datedate; and (ii) such the Selling Stockholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as Date the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) a. the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) b. such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of The Representatives shall receive on the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by each Management Selling Stockholder and by the Attorney-in-Fact Committee, on behalf of each other Selling Stockholder, dated as of such Closing Date, and on the Second Closing Date, a written certificate executed by Xx. Xxxxxx, in each case, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section Sections 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the each Selling Stockholder either personally or by such Selling Stockholder's Attorney-in-Fact of each Selling StockholderFact, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as Date the case may be, the Representatives Representative shall have received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives Representative shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B1(A) and (B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may beif any, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such First or Second Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such First or Second Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and each Option Closing Date the Second Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by an authorized officer of the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such the Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Stockholder on and as of such Closing Date; and (ii) such the Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date Date, and the Second on any Option Closing Date, as the case may be, the Representatives Underwriters shall have received a written certificate executed by the Attorneyan attorney-in-Fact fact on behalf of each Selling Stockholder, dated as of such Closing Date, Stockholder selling Shares to the effect that: (i) the representations, representations and warranties and covenants of such Selling Stockholder set forth in Section 1(B) 2 of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of the First Closing Date and, with respect to any Option Closing Date, as though expressly made on and as of such Option Closing Date; and (ii) such Selling Stockholder has complied in all material respects with all the agreements and covenants on its part to be performed hereunder and has satisfied all the conditions on its part to be performed satisfied hereunder at or satisfied prior to the First Closing Date and, with respect to any such Option Closing Date, at or prior to such Option Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the The representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and each Option Closing Date the Second Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Attorney in Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the each Selling Stockholder (or such holder's Attorney-in-Fact of each Selling StockholderFact), dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such the Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Stockholder on and as of such Closing Date; and (ii) such the Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the each Selling Stockholder (or such Selling Stockholder's Attorney-in-Fact of each Selling StockholderFact), dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may beif any, the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties warranties, and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true true, correct and correct complete with the same force and effect as though expressly made by such Selling Stockholder on and as of such the Applicable Time and the Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder or each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such the Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Stockholder on and as of such Closing Date; and (ii) such the Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact a representative of each Selling Stockholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) 1B of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Datedate; and (ii) such Selling Stockholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First At Closing Date and the Second Closing Date, as the case may beTime, the Representatives shall have received a written certificate of each Selling Stockholder (which may be executed on behalf of each Selling Stockholder by the Attorney-in-in- Fact or the general partner or a duly authorized executive officer of each such Selling Stockholder), dated as of such Closing DateTime, to the effect that: that (i) the representations, representations and warranties and covenants of such Selling Stockholder set forth contained in Section 1(B1(b) of this Agreement hereof are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on at and as of such the Closing Date; and Time and (ii) such Selling Stockholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied under this Agreement at or prior to such the Closing DateTime.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the Attorney-in-Fact of Fact, each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties warranties, and covenants of such Selling Stockholder set forth in Section 1(B) (the "Representations and Warranties of this Agreement the Selling Stockholders") are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling StockholderFact, dated as of such Closing Datedate, with executed copies for each of the other Underwriters named on the Prospectus cover page, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) 1.B. of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Datedate; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each the Selling Stockholder or the Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such the Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Stockholder on and as of such Closing Date; and (ii) such the Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(BI(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the each Selling Stockholder (or such Selling Stockholder’s Attorney-in-Fact of each Selling StockholderFact), dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) (and, in the case of ICII, of the Company set forth in Section 1(A)) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each the Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as Date the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section Sections 1(A) and 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(Bl(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and each Option Closing Date at which Optional Shares shall be sold by the Second Closing DateSelling Stockholder, as the case may beapplicable, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each the Selling Stockholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such the Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Stockholder on and as of such Closing Datedate; and (ii) such the Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) 1.B. and 1.C. of this Agreement Agreement, as applicable, are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as Date the case may be, the Representatives Underwriter shall received receive a written certificate executed by the each Selling Stockholder (or such Selling Stockholder’s Attorney-in-Fact of each Selling StockholderFact), dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each The Representative shall receive a written certificate executed by the Selling Stockholder on the First Closing Date and the Second Closing Date and dated as of the First Closing Date and or the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: that (i) the representations, representations and warranties and covenants of such Selling Stockholder set forth in Section Sections 1(A) and 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such the First Closing Date or Second Closing Date, as the case may be; and and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such the Second Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, representations and warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, or such Selling Stockholder, as applicable, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the on behalf of each Selling Stockholder (or such holder's Attorney-in-Fact of each Selling StockholderFact), dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as Date the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(A) (as appropriate) and Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with or satisfied all of the agreements and satisfied all the conditions on its part required by this Agreement to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) 1 of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives Representative shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, Date the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-in- Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, Date the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall have received a written certificate executed by the Attorney-in-Fact or on behalf of each Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Date; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each the Selling Stockholder, dated as of such Closing Date, to the effect that: (i) the representations, warranties and covenants of such the Selling Stockholder set forth in Section Sections 1(A) and 1(B) of this Agreement are true true, correct and correct complete with the same force and effect as though expressly made by such the Selling Stockholder on and as of such Closing Date; and (ii) such the Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may beapplicable, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) 1.B of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Datedate; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) 1B of this Agreement are true and correct in all material respects with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Datedate; and (ii) such Selling Stockholder has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives Representative shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Datedate, with executed copies for each of the other Underwriters named on the Prospectus cover page, to the effect that: (i) the representations, warranties and covenants of such the Selling Stockholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such the Selling Stockholder on and as of such Closing Datedate; and (ii) such the Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may be, the Representatives shall received receive a written certificate executed by the AttorneyAttorneys-in-Fact of each the Selling StockholderStockholders, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such the Selling Stockholder Stockholders set forth in Section 1(B) of this Agreement are true and correct with respect to each Selling Stockholder with the same force and effect as though expressly made by each such Selling Stockholder on and as of such Closing Datedate; and (ii) each such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.

Selling Stockholders’ Certificate. On each of the First Closing Date and the Second each Option Closing Date, as the case may beapplicable, the Representatives shall received receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such Closing Datedate, to the effect that: (i) the representations, warranties and covenants of such Selling Stockholder set forth in Section 1(B) 1B of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Stockholder on and as of such Closing Datedate; and (ii) such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Datedate.