Common use of Shares Clause in Contracts

Shares. The Existing Shares are, and the Shares on the Closing Date will be, owned of record by the Stockholder (individually or, if applicable, jointly with the Stockholder's spouse). The Existing Shares constitute all of the voting securities of the Company owned of record by the Stockholder (individually and, if applicable, jointly with the Stockholder's spouse). All of the Existing Shares are issued and outstanding and, other than as set forth on Schedule A hereto, the Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse), any warrants, options or other rights to acquire any other voting securities of the Company. The Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the Shares on the Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid title to the Shares, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement).

Shares. The Existing Shares are, and the Shares on the Closing Date will be, owned of record by the Stockholder (individually or, if applicable, jointly with the Stockholder's spouse). The Existing Shares constitute all of the voting securities of the Company owned of record by the Stockholder (individually and, if applicable, jointly with the Stockholder's spouse). All of the Existing Shares are issued and outstanding and, other than as set forth on Schedule A hereto, the Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse), any warrants, options or other rights to acquire any other voting securities of the Company. The Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the Shares on the Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid title to the Shares, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement).

Shares. The Existing Shares are, and the Shares have been duly authorized by all necessary corporate action on the Closing Date will be, owned of record by the Stockholder (individually or, if applicable, jointly with the Stockholder's spouse). The Existing Shares constitute all of the voting securities part of the Company owned of record by the Stockholder (individually and, if applicable, jointly with the Stockholder's spouse). All of the Existing Shares are when issued and outstanding and, other than delivered against payment therefor as set forth on Schedule A hereto, the Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse), any warrants, options or other rights to acquire any other voting securities of the Company. The Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth provided in this Agreement, in each case with respect the Shares will be validly issued, fully paid and nonassessable, will not be subject to all of the Existing Shares any preemptive or similar rights and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the Shares on the Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid title to the Shares, be free and clear of all claims, liens, claimscharges, encumbrances and security interests of any nature whatsoever. The Shares conform in all material respects to the description thereof contained in the Prospectus under the caption “Description of Common Stock.” Except as set forth in the Prospectus, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other charges rights or encumbrances (other than agreements of any arising as a result nature outstanding to subscribe for or to purchase any shares of actions taken or omitted by Parent or Merger Sub Common Stock of the Company or any arising under other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares as described in this Agreement). There are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Restated Articles of Incorporation or By-laws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Shares hereunder.

Shares. The Existing Shares are, and the Shares on the Option Closing Date will be, owned of record by the Stockholder (individually or, if applicable, jointly with the Stockholder's ’s spouse). The Existing Shares constitute all of the voting securities of the Company owned of record by the Stockholder (individually andor, if applicable, jointly with the Stockholder's ’s spouse). All of the Existing Shares are issued and outstanding and, other than except as set forth on Schedule A heretoA, the Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's ’s spouse), any warrants, options or other rights to acquire any other voting securities of the Company. The Stockholder (individually or, if applicable, jointly with the Stockholder's ’s spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section Sections 1 and 2 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares or Shares, as the case may be, and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section Sections 1 and 2 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the Shares on the Option Closing Date or the Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Stockholder has (individually or, if applicable, jointly with the Stockholder's ’s spouse) has good and valid title to the Existing Shares and at all times during the term hereof and on the Option Closing Date or the Closing Date will have good and valid title to the Shares, free and clear of all liens, claims, security interests or other charges or encumbrances, and, upon delivery of the Shares to Transitory Sub against delivery of the consideration therefor pursuant to this Agreement, good and valid title thereto, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent the Buyer or Merger the Transitory Sub or any arising under this Agreement), will pass to the Transitory Sub.

Shares. The Existing Shares of Stockholder are, and the Subject Shares on of Stockholder as of the Closing Date Effective Time will be, owned beneficially and of record by the Stockholder (individually or, if applicable, jointly with the Stockholder's spouse). The Existing Shares and all warrants, options or other rights to acquire any shares of Company Common Stock (including the applicable exercise price) owned, of record or beneficially, by Stockholder are described on Schedule 2(c) attached hereto. The Existing Shares of Stockholder constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by Stockholder as of the Stockholder (individually and, if applicable, jointly with the Stockholder's spouse)date hereof. All of the Existing Shares of Stockholder are issued and outstanding and, other than and except as set forth on Schedule A 2(c) attached hereto, the Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any other voting securities shares of Company Common Stock. Stockholder has with respect to the Company. The Stockholder (individually orExisting Shares, if applicableand will have at the Effective Time with respect to the Subject Shares, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights (to the extent such rights are available) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the Shares on the Closing Date, with no limitations, qualifications or restrictions on such rights, subject only to applicable federal securities laws and the terms of this Agreement. The Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the Existing Shares of Stockholder and at all times during the term hereof and on the Closing Date Effective Time will have good and valid title to the SharesSubject Shares of Stockholder, in each case, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement)Liens.

Shares. The Such Stockholder's Existing Shares are, and the Option Shares on the Option Closing Date will be, owned of record by the Stockholder (individually or, if applicable, jointly with the such Stockholder. Such Stockholder's spouse). The Existing Shares constitute all of the voting securities of the Company owned of record by the Stockholder (individually andStockholder. Except as set forth in Exhibit I, if applicable, jointly with all of the Stockholder's spouse). All of the Existing Shares are issued and outstanding and, other than as set forth on Schedule A hereto, the and such Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any other voting securities of the Company. The Such Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section Sections 1 and 2 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Existing Shares or Option Shares, as the case may be, and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section Sections 1 and 2 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the such Stockholder's Shares on the Option Closing Date or the Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the its Existing Shares and at all times during the term hereof and on the Option Closing Date or the Closing Date will have good and valid title to its Option Shares, free and clear of all liens, claims, security interests or other charges or encumbrances (it being understood that the SharesStockholders are party to that certain Amended and Restated Stockholders Agreement dated as of June 22, 2000 by and among the Company, the DLJMB Entities (as defined therein), the Mezzanine Holders (as defined therein), certain Trusts, Xxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxx Xxxx and certain other persons listed on the signature pages thereto, which is not contravened by the transactions contemplated hereby), and, upon delivery of such Stockholder's Option Shares to Merger Sub against delivery of the consideration therefor pursuant to this Agreement, good and valid title thereto, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement), will pass to Merger Sub.

Shares. The Existing Shares are, and the Subject Shares on the Option Closing Date will be, owned of record beneficially by the Stockholder (individually or, if applicable, jointly with the Stockholder's spouse)Shareholder. The Existing Shares constitute all of the voting securities of the Company Shares owned of record beneficially by the Stockholder (individually and, if applicable, jointly with the Stockholder's spouse)Shareholder. All of the Existing Shares are issued and outstanding and, other than as set forth on Schedule A hereto, and the Stockholder Shareholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any other voting securities of the CompanyShares. The Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) Shareholder has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section Sections 1 and 2 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section Sections 1 and 2 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the Subject Shares on the Option Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Stockholder Shareholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the Existing Shares and at all times during the term hereof and on the Option Closing Date will have good and valid title to the Subject Shares, free and clear of all liensLiens and free of any other limitation or restriction, claimsand, security interests upon delivery thereof to Acquisition against delivery of the consideration therefor pursuant to this Agreement, good and valid title thereto, free and clear of all Liens and free of any other limitation or other charges or encumbrances restriction (other than any arising as a result of actions taken or omitted by Parent or Merger Sub Acquisition or any arising under this Agreement), will pass to Acquisition.

Shares. The Such Stockholder’s Existing Shares are, and the Shares on the Closing Date will be, are owned beneficially and/or of record by the Stockholder (individually orsuch Stockholder, if applicable, jointly with the as set forth on Schedule A attached hereto. Such Stockholder's spouse). The ’s Existing Shares constitute all of the voting securities shares of the Company common stock owned of record by the Stockholder (individually and, if applicable, jointly with the Stockholder's spouse). All of the Existing Shares are issued and outstanding and, other than as set forth on Schedule A hereto, the Stockholder does not own, of record or beneficially (individually orby such Stockholder, if applicableand, jointly with the except for such Stockholder's spouse)’s Existing Shares, such Stockholder does not beneficially own or have any warrants, options or other rights right to acquire (whether currently, upon lapse of time, following the satisfaction of any other voting securities conditions, upon the occurrence of any event or any combination of the foregoing) any Shares or any securities convertible into Shares (other than pursuant to any option, stock award or similar compensation plan adopted by the Company). The Such Stockholder (individually or, if applicable, jointly with has the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case Agreement with respect to all each of the such Stockholder’s Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters as set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the Shares on the Closing DateSchedule A attached hereto, with no other limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this AgreementAgreement and the Merger Agreement (other than such liens, claims, security interests or other charges or encumbrances, arising with respect to the financing agreements secured in part by pledges of shares of Company common stock owned by the Stockholders, each of each which shall be released no later than substantially contemporaneously with the consummation of the Merger following consultation with and in a manner reasonably acceptable to Parent). The As to the Existing Shares held of record by such Stockholder, such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the such Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid title to the Shares, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any such liens, claims, security interests or other charges or encumbrances, arising as with respect to the financing agreements secured in part by pledges of shares of Company common stock owned by the Stockholders, each of each which shall be released no later than substantially contemporaneously with the consummation of the Merger following consultation with and in a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreementmanner reasonably acceptable to Parent).

Shares. The Existing Shares are, and the Shares on the Closing Date will be, are owned beneficially and/or of record by the Stockholder (individually orStockholder, if applicable, jointly with the Stockholder's spouse)as set forth on Schedule A attached hereto. The Existing Shares constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by the Stockholder (individually Stockholder, and, if applicable, jointly with the Stockholder's spouse). All of except for the Existing Shares are issued and outstanding and, other than as set forth on Schedule A heretoShares, the Stockholder does not own, of record beneficially own or beneficially (individually or, if applicable, jointly with the Stockholder's spouse), have any warrants, options or other rights right to acquire (whether currently, upon lapse of time, following the satisfaction of any other voting securities conditions, upon the occurrence of any event or any combination of the foregoing) any shares of Company Common Stock or any securities convertible into shares of Company Common Stock (other than pursuant to any option, stock award or similar compensation plan adopted by the Company). The Stockholder (individually or, if applicable, jointly with has the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights hereof and sole power to agree to all of the matters set forth in this Agreement, in each case Agreement with respect to all each of the Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters as set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the Shares on the Closing DateSchedule A attached hereto, with no other limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws Laws, state “blue sky” Laws and the terms of this Agreement and the Merger Agreement. The Except for this Agreement and the applicable restrictions under federal securities Laws and state “blue sky” Laws, the Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid title to the Shares, free and clear of all liens, claims, security interests or interests, pledges, options, rights of first refusal, agreements, limitations on voting rights, restrictions, charges, proxies and other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement)encumbrances.

Shares. The Subject to any beneficial ownership interests of Merger Sub in the Existing Shares and the Subject Shares (as noted in this Agreement), the Existing Shares are, and the Subject Shares on as of the Closing Date Effective Time will be, owned beneficially and of record by the Stockholder. The Existing Shares and all warrants, options or other rights to acquire any shares of Company Common Stock (including the applicable exercise price) owned, of record or beneficially, by the Stockholder (individually or, if applicable, jointly with are set forth opposite the Stockholder's spouse)name on Schedule 2(c) attached hereto. The Existing Shares constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially (other than the Foundation Shares) by the Stockholder (individually and, if applicable, jointly with as of the Stockholder's spouse)date hereof. All of the Existing Shares are issued and outstanding and, other than except as set forth on Schedule A 2(c) attached hereto, the Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any other voting securities shares of the CompanyCompany Common Stock. The Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power hereof (subject to the terms of conversionthe Permitted Pledges), sole power to demand appraisal rights (to the extent such rights are available) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares of the Stockholder, and will have sole voting power, sole power of dispositiondisposition (subject to the Permitted Pledges), sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights (to the extent such rights are available) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares on as of the Closing DateEffective Time, in each case with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid title to the Shares, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement).and

Shares. The Such Stockholder's Existing Shares are, and the all of its Shares on the Closing Date will be, owned beneficially and of record by such Stockholder. As of the Stockholder (individually ordate hereof, if applicable, jointly with the such Stockholder's spouse). The Existing Shares constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by the Stockholder (individually and, if applicable, jointly with the such Stockholder's spouse). All of the such Stockholder's Existing Shares are issued and outstanding outstanding, and, other than except as set forth on Schedule A the signature pages hereto, the such Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any shares of Company Common Stock or any other voting securities capital stock of the Company. The Such Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 Article I hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 Article I hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Shares on the Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid marketable title to the its Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid marketable title to the its Shares, free and clear of all liensLiens, claimsand, security interests or other charges or encumbrances upon delivery thereof to Merger Sub against delivery of the consideration therefor pursuant to the Merger Agreement, good and marketable title thereto, free and clear of all Liens (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this AgreementSub), will pass to Merger Sub.

Shares. The Existing Shares of such Stockholder are, and the Subject Shares on of such Stockholder as of the Closing Date Effective Time will be, owned beneficially and of record by the Stockholder (individually or, if applicable, jointly with the such Stockholder's spouse). The Existing Shares and all warrants, options or other rights to acquire any shares of Company Common Stock (including the applicable exercise price) that are owned, of record or beneficially, by such Stockholder are set forth opposite such Stockholder's name on Schedule 2(c) attached hereto. The Existing Shares of such Stockholder constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by such Stockholder as of the Stockholder (individually and, if applicable, jointly with the Stockholder's spouse)date hereof. All of the Existing Shares of such Stockholder are issued and outstanding and, other than and except as set forth on Schedule A 2(c) attached hereto, the such Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any other voting securities shares of the CompanyCompany Common Stock. The Such Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights (to the extent such rights are available) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the his Existing Shares Shares, and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights (to the extent such rights are available) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of his Subject Shares as of the Shares on the Closing DateEffective Time, in each case with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the his Existing Shares and at all times during the term hereof and on the Closing Date Effective Time will have good and valid title to the his Subject Shares, in each case, free and clear of all liensLiens and free of any other limitation or restriction, claimsexcept pursuant to this Agreement or applicable securities laws. There are no existing options, security interests warrants, calls, stock appreciation right or other charges or encumbrances (other than any arising as a result similar phantom equity securities with respect to the Subject Shares of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement)such Stockholder.

Shares. The Existing Owned Shares are, and the Shares on the Closing Date will be, are owned of record by the Stockholder (individually or, if applicable, jointly with the Stockholder's spouse). The Existing Shares constitute all of the voting securities of the Company owned of record by the Stockholder (individually and, if applicable, jointly with the Stockholder's spouse). All of the Existing Shares are issued and outstanding and, other than Investors as set forth on Schedule A hereto1. Except pursuant to the terms of the Investor Rights Agreement, the Stockholder does not ownSeries A CoD and the Series B CoD, none of the Investors owns, of record or beneficially (individually orbeneficially, if applicable, jointly with the Stockholder's spouse), any other voting securities of Office Depot or any warrants, options or other rights to acquire any other voting securities of Office Depot. Except as otherwise disclosed in the Company. The Stockholder Schedule 13D filed by the Investors and their Affiliates on July 2, 2009 (individually orthe “Investor Schedule 13D”), if applicable, jointly with each of the Stockholder's spouseInvestors (i) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 4 hereof, sole power of conversion, sole power to demand appraisal rights elect to convert and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Owned Shares set forth opposite such Investor’s name on Schedule 1, and (ii) except with respect to any Owned Shares set forth on Schedule 1 that are redeemed, converted, transferred or otherwise disposed of in accordance with the terms of this Agreement and the Investor Rights Agreement, will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 4 hereof, sole power of conversion, sole power to demand appraisal rights elect to convert and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the Owned Shares set forth opposite such Investor’s name on the Closing DateSchedule 1, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws laws, rules and regulations and the terms of this Agreement. The Stockholder Each of the Investors has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the Existing Owned Shares and, except with respect to any Owned Shares set forth on Schedule 1 that are redeemed, converted, transferred or otherwise disposed of in accordance with the terms of this Agreement and the Investor Rights Agreement, at all times during the term hereof and on as of immediately prior to the Closing Date will have good and valid title to the Owned Shares, free and clear of all liens, claims, security interests or other charges or encumbrances encumbrances. As of the date of this Agreement, no Investor has entered into any discussions, contracts or other arrangements with respect to the transfer of any Owned Shares (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement and the Termination Agreement).

Shares. The Such Stockholder’s Existing Shares are, and the all of its Shares on the Closing Date will be, owned beneficially and of record by such Stockholder. As of the Stockholder (individually ordate hereof, if applicable, jointly with the such Stockholder's spouse). The ’s Existing Shares constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by the Stockholder (individually and, if applicable, jointly with the such Stockholder's spouse). All of the such Stockholder’s Existing Shares are issued and outstanding outstanding, and, other than except as set forth on Schedule A the signature pages hereto, the such Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any shares of Company Common Stock or any other voting securities capital stock of the Company. The Such Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 Article I hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder’s Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 Article I hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder’s Shares on the Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid marketable title to the its Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid marketable title to the its Shares, free and clear of all liensLiens, claimsand, security interests or other charges or encumbrances upon delivery thereof to Merger Sub against delivery of the consideration therefor pursuant to the Merger Agreement, good and marketable title thereto, free and clear of all Liens (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this AgreementSub), will pass to Merger Sub.

Shares. The Such Stockholder’s Existing Shares are, and the Option Shares on the Option Closing Date will be, owned of record by the Stockholder (individually or, if applicable, jointly with the such Stockholder's spouse). The Such Stockholder’s Existing Shares constitute all of the voting securities of the Company owned of record by the Stockholder (individually andStockholder. Except as set forth in Exhibit I, if applicable, jointly with all of the Stockholder's spouse). All of the ’s Existing Shares are issued and outstanding and, other than as set forth on Schedule A hereto, the and such Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any other voting securities of the Company. The Such Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section Sections 1 and 2 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder’s Existing Shares or Option Shares, as the case may be, and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section Sections 1 and 2 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the such Stockholder’s Shares on the Option Closing Date or the Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the its Existing Shares and at all times during the term hereof and on the Option Closing Date or the Closing Date will have good and valid title to its Option Shares, free and clear of all liens, claims, security interests or other charges or encumbrances (it being understood that the SharesStockholders are party to that certain Amended and Restated Stockholders Agreement dated as of June 22, 2000 by and among the Company, the DLJMB Entities (as defined therein), the Mezzanine Holders (as defined therein), certain Trusts, Xxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxx Xxxx and certain other persons listed on the signature pages thereto, which is not contravened by the transactions contemplated hereby), and, upon delivery of such Stockholder’s Option Shares to Merger Sub against delivery of the consideration therefor pursuant to this Agreement, good and valid title thereto, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement), will pass to Merger Sub.

Shares. The Such Stockholder's Existing Shares are, and the all of its Shares on the Closing Date will shall be, owned beneficially and of record by such Stockholder. As of the Stockholder (individually ordate hereof, if applicable, jointly with the such Stockholder's spouse). The Existing Shares constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by the Stockholder (individually and, if applicable, jointly with the such Stockholder's spouse). All of the such Stockholder's Existing Shares are issued and outstanding outstanding, and, other than except as set forth on Schedule A the signature pages hereto, the such Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any shares of Company Common Stock or any other voting securities capital stock of the Company. The Such Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 Article I hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 Article I hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Shares on the Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid marketable title to the its Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid title to the Shares, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement)hereof.

Shares. The Such Stockholder's Existing Shares are, and the all of his Shares on the Closing Date will shall be, owned beneficially by such Stockholder. As of record by the Stockholder (individually ordate hereof, if applicable, jointly with the such Stockholder's spouse). The Existing Shares constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by the Stockholder (individually and, if applicable, jointly with the such Stockholder's spouse). All of the such Stockholder's Existing Shares are issued and outstanding outstanding, and, other than except as set forth on Schedule A the signature pages hereto, the such Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any shares of Company Common Stock or any other voting securities capital stock of the Company. The Except as otherwise provided in Schedule A, such Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 Article I hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 Article I hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Shares on the Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable state and federal securities laws and the laws, applicable Delaware law, terms of this Agreement. The Except as otherwise provided in Schedule A attached hereto, such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid marketable title to the his Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid marketable title to the his Shares, free and clear of all liensEncumbrances, claimsand, security interests or other charges or encumbrances upon delivery thereof to Buyer against delivery of the consideration therefor pursuant to the Merger Agreement, good and marketable title thereto, free and clear of all Encumbrances (other than any arising as a result of actions taken or omitted by Parent Buyer or Merger Sub or any arising under this Agreementother than those restrictions on transferability imposed by state and federal securities laws), will pass to Buyer.

Shares. The Existing Owned Shares are, and the Shares on the Closing Date will be, are owned of record beneficially by the such Stockholder (individually or, if applicable, jointly with the such Stockholder's spouse). The Existing Shares constitute all of the voting securities of the Company owned of record by the Stockholder (individually and, if applicable, jointly with the Stockholder's spouse). All of the Existing Shares are issued and outstanding and, other than Except as set forth on Schedule A heretoA, the such Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the such Stockholder's spouse), any warrants, options or other rights to acquire any other voting securities of the Company. The Such Stockholder (individually or, if applicable, jointly with the such Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares Owned Shares, as the case may be, and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section Sections 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the Shares on the Closing DateOwned Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Stockholder has (individually or, if applicable, jointly with the such Stockholder's spouse) has good and valid title to the Existing Owned Shares and at all times during the term hereof and on the Closing Date will have good and valid title to the Shareshereof, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement)encumbrances.

Shares. (a) The Existing interest of the Members hereunder shall be divided into an unlimited number of Shares. Minimum initial and additional investment amounts may be established by the Board, in its sole and absolute discretion. Members may make additional investments in the Fund effective as of such times as the Board, in its sole and absolute discretion, may permit, subject to Section 2.7 hereof, but no Member shall be obligated to make any additional investments in the Fund. Initial and any additional investments in the Fund shall be payable in cash payable in readily available funds at the date of the proposed acceptance of the investment, or in-kind or in such manner and at such times as may be determined by the Board. (b) All Shares areissued in accordance with the terms hereof, including, without limitation, Shares issued in connection with a dividend in Shares or a split of Shares, shall be fully paid and nonassessable when the consideration determined by the Board of Directors (if any) therefor shall have been received by the Fund. (c) The ownership of Shares shall be recorded on the books of the Fund or a transfer or similar agent. No certificates certifying the ownership of Shares shall be issued except as the Board of Directors may otherwise determine from time to time. The Board of Directors may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Fund as kept by the Fund or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Members and as to the number of Shares held from time to time by each Member. The Board of Directors may at any time discontinue the issuance of Share certificates and may, by written notice to each Member, require the surrender of Share certificates to the Fund for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the Fund. (d) All consideration received by the Company for the issue or sale of Shares, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the Shares on the Closing Date will same may be, owned of record by the Stockholder (individually or, if applicable, jointly with the Stockholder's spouse). The Existing Shares constitute all of the voting securities of shall irrevocably belong to the Company owned generally and not to the account of record by any particular Member or holder of Shares, subject only to the Stockholder (individually andrights of creditors, if applicable, jointly with and shall be so recorded upon the Stockholder's spouse). All books of the Existing Shares are issued and outstanding and, other than as set forth on Schedule A hereto, the Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse), any warrants, options or other rights to acquire any other voting securities account of the Company. . (e) The Stockholder (individually orliabilities, if applicableexpenses, jointly with the Stockholder's spouse) has sole voting powercosts, sole power of disposition, sole power to issue instructions with respect charges and reserves attributable to the matters set forth in Section 1 hereof, sole power Company shall be charged and allocated to the assets belonging to the Company generally and not to the account of conversion, sole power to demand appraisal rights any particular Member or holder of Shares and sole power to agree to all shall be so recorded upon the books of account of the matters set forth Company. (f) Dividends and distributions on Shares may be paid to the Members or holders of Shares in accordance with Section 7.4. Notwithstanding any provision to the contrary contained in this Agreement, the Board shall not be required to make a distribution to the Members on account of their Shares in the Company if such distribution would violate Section 18-607 of the Delaware Act or any other applicable law. (g) Shares shall be transferable only in accordance with Section 4.3 hereof. (h) Except as provided herein, each case Share of a class of Shares shall represent an equal proportionate interest in the assets of the Company (subject to the liabilities of the Company) with respect to all such class, and each Share of the Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions a class shall be equal with respect to the matters set forth in Section 1 hereof, sole power Net Asset Value per Share as against each other Share of conversion, sole power to demand appraisal such class. The rights and sole power to agree attaching to all Shares of a class shall be identical as to right of repurchase by the Company, dividends and other distributions (whether or not on liquidation), and voting rights (the vote attaching to each Share or fraction thereof being equal to the dollar value of the matters set forth in this Agreement, with respect to all same as of the Shares on record date for any such vote, if such record date is the Closing Datelast day of a Fiscal Period, with no limitationsor if such record date is not the last day of a Fiscal Period, qualifications or restrictions on the last day of a Fiscal Period most recently preceding such rights, subject to applicable federal securities laws and the terms of this Agreementrecord date). The Stockholder has (individually or, if applicable, jointly with Board of Directors may from time to time divide or combine the Stockholder's spouse) good and valid title to Shares into a greater or lesser number of Shares provided that such division or combination does not change the Existing Shares and at all times during proportionate beneficial interest in the term hereof and on assets of the Closing Date will have good and valid title to the Shares, free and clear Company of all liens, claims, security interests any Member or other charges holder of Shares or encumbrances (other than in any arising as a result way affect the rights of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement)Shares.

Shares. The Such Stockholder's Existing Shares are, and all of its Shares from the Shares date hereof through and on the Closing Date will be, owned beneficially and of record by the such Stockholder (individually orsubject to any dispositions of Shares permitted by Section 3.1(b)). As of the date hereof, if applicable, jointly with the such Stockholder's spouse). The Existing Shares constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by the Stockholder (individually and, if applicable, jointly with the such Stockholder's spouse). All of the such Stockholder's Existing Shares are issued and outstanding outstanding, and, other than except as set forth on Schedule A hereto, the such Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any shares of the Company Common Stock or any other voting securities capital stock of the Company. The Such Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereofArticle I, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Existing Shares Shares, and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereofArticle I, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Shares on the Closing Daterecord date for and actual date of the Company Shareholders Meeting (subject to any dispositions of Shares permitted by Section 3.1(b)), with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid marketable title to the its Existing Shares and at all times during the term hereof and on at the Closing Date Effective Time will have good and valid marketable title to the its Shares, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement).

Shares. The Such Stockholder's Existing Shares are, and all of its Shares from the Shares date hereof through and on the Closing Date will be, owned beneficially and of record by the such Stockholder (individually orsubject to any dispositions of Shares permitted by Section 3.1(a)). As of the date hereof, if applicable, jointly with the such Stockholder's spouse). The Existing Shares constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by the Stockholder (individually and, if applicable, jointly with the such Stockholder's spouse). All of the such Stockholder's Existing Shares are issued and outstanding outstanding, and, other than except as set forth on Schedule A hereto, the such ---------- Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any shares of the Company Common Stock or any other voting securities capital stock of the Company. The Such Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereofArticle I, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Existing Shares Shares, and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereofArticle I, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Shares on the Closing Daterecord date for and actual date of the Company Shareholders Meeting (subject to any dispositions of Shares permitted by Section 3.1(a)), with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid marketable title to the its Existing Shares and at all times during the term hereof and on at the Closing Date Effective Time will have good and valid marketable title to the its Shares, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement).

Shares. The Such Shareholder’s Existing Shares are, and the all of its Shares on the Closing Date will shall be, owned beneficially and of record by such Shareholder. As of the Stockholder (individually ordate hereof, if applicable, jointly with the Stockholder's spouse). The such Shareholder’s Existing Shares constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by the Stockholder (individually and, if applicable, jointly with the Stockholder's spouse)such Shareholder. All of the such Shareholder’s Existing Shares are issued and outstanding outstanding, and, other than except as set forth on Schedule A the signature pages hereto, the Stockholder such Shareholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any shares of Company Common Stock or any other voting securities capital stock of the Company. The Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) Such Shareholder has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 Article I hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Shareholder’s Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 Article I hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Shareholder’s Shares on the Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Stockholder Such Shareholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid marketable title to the its Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid marketable title to the its Shares, free and clear of all security interests, liens, claims, security interests pledges, agreements, limitations in the Shareholder’s voting rights, charges or other charges or encumbrances of any nature (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement“Liens”).

Shares. The Existing Shares of the Stockholder are, and the Subject Shares on as of the Closing Date Effective Time will be, owned beneficially and of record by the Stockholder (individually or, if applicable, jointly with the Stockholder's spouse). The Existing Shares and all warrants, options or other rights to acquire any shares of Company Common Stock (including the applicable exercise price) owned, of record or beneficially, by the Stockholder are set forth opposite the Stockholder's name on Schedule 2(c) attached hereto. The Existing Shares of the Stockholder constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by the Stockholder (individually andor any of its affiliates, if applicableincluding Wilmxx Xxxxxxxx, jointly with xx of the Stockholder's spouse)date hereof. All of the Existing Shares of the Stockholder are issued and outstanding and, other than except as set forth on Schedule A 2(c) attached hereto, the Stockholder does not ownown (and none of its affiliates (including Wilmxx Xxxxxxxx) xxns), of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any other voting securities shares of the CompanyCompany Common Stock. The Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights (to the extent such rights are available) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares Shares, and will have sole voting power, sole power of disposition), sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights (to the extent such rights are available) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares on Subject Shares, to the Closing Dateextent they are voting shares, as of the Effective Time, in each case with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the Existing Shares and at all times during the term hereof and on the Closing Date Effective Time will have good and valid title to the Subject Shares, in each case, free and clear of all liensLiens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under except pursuant to this Agreement).

Shares. The Such Stockholder's Existing Shares are, and all of its Shares from the Shares date hereof through and on the Closing Date will be, owned beneficially and of record by the such Stockholder (individually orsubject to any dispositions of Shares permitted by Section 3.1(a)). As of the date hereof, if applicable, jointly with the such Stockholder's spouse). The Existing Shares constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by the Stockholder (individually and, if applicable, jointly with the such Stockholder's spouse). All of the such Stockholder's Existing Shares are issued and outstanding outstanding, and, other than except as set forth on Schedule -------- A hereto, the such Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any - warrants, options or other rights to acquire any shares of the Company Common Stock or any other voting securities capital stock of the Company. The Such Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereofArticle I, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Existing Shares Shares, and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereofArticle I, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Shares on the Closing Daterecord date for and actual date of the Company Shareholders Meeting (subject to any dispositions of Shares permitted by Section 3.1(a)), with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid marketable title to the its Existing Shares and at all times during the term hereof and on at the Closing Date Effective Time will have good and valid marketable title to the its Shares, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement).

Shares. The Existing Power to issue Shares areand options, with or without special rights 2.1 Subject to the provisions of the Law and these Articles and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, and without prejudice to any rights attached to any existing Shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), issue, grant options over or otherwise deal with any unissued Shares on the Closing Date will be, owned of record by the Stockholder (individually or, if applicable, jointly with the Stockholder's spouse). The Existing Shares constitute all of the voting securities of the Company owned to such persons, at such times and on such terms and conditions as they may decide, save that the directors may not allot, issue, grant options over or otherwise deal with any unissued Shares to the extent that it may affect the ability of record by the Stockholder (individually and, if applicable, jointly Company to carry out a Class B Share Conversion described at Article 37. No Share may be issued at a discount except in accordance with the Stockholder's spouse). All provisions of the Existing Shares are issued and outstanding and, other than as set forth on Schedule A heretoLaw. 2.2 Without limitation to the preceding Article, the Stockholder does not own, of record or beneficially (individually or, if applicable, jointly directors may so deal with the Stockholder's spouse), any warrants, options or other rights to acquire any other voting securities unissued Shares of the Company: (a) either at a premium or at par; (b) with or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise. Notwithstanding the above, following an IPO and prior to a Business Combination, the Company may not issue additional Shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any Business Combination. 2.3 The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company at such times and on such terms and conditions as the directors may decide. 2.4 The Company may issue units of securities in the Company, which may be comprised of Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, on such terms and conditions as the directors may decide. The Stockholder (individually orsecurities comprising any such units which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following the date of the prospectus relating to the IPO unless the managing Underwriter determines that an earlier date is acceptable, if applicable, jointly subject to the Company having filed a current report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the IPO with the Stockholder's spouseSEC and a press release announcing when such separate trading will begin. Prior to such date, the units can be traded, but the securities comprising such units cannot be traded separately from one another. 2.5 Each Share in the Company confers upon the Member: (a) has sole voting powersubject to Article 34, sole power the right to one vote at a meeting of dispositionthe Members of the Company or on any resolution of Members; (b) the right to be redeemed on an Automatic Redemption Event in accordance with Article 36.2 or pursuant to either a Tender Redemption Offer or Redemption Offer in accordance with Article 36.5 or pursuant to an Amendment Redemption Event in accordance with Article 36.11; (c) a pro rata right in any dividend paid by the Company; and (d) subject to satisfaction of and compliance with Article 36, sole power a pro rata right in the distribution of the surplus assets of the Company on its liquidation provided that in the event that the Company enters liquidation prior to or without having consummated a Business Combination then, in such circumstances, in the event any surplus assets (Residual Assets) of the Company remain following the Company having complied with its applicable obligations to redeem Public Shares and distribute the funds held in the Trust Account in respect of such redemptions pursuant to Article 36, the Public Shares shall not have any right to receive any share of those Residual Assets which are held outside the Trust Account and such Residual Assets shall be distributed (on a pro rata basis) only in respect of those Shares that are not Public Shares. Power to issue instructions fractions of a Share 2.6 Subject to the Law, the Company may, but shall not otherwise be obliged to, issue fractions of a Share of any class or round up or down fractional holdings of Shares to its nearest whole number. A fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to the matters set forth in Section 1 hereofcalls or otherwise), sole power of conversionlimitations, sole power to demand appraisal preferences, privileges, qualifications, restrictions, rights and sole power other attributes of a Share of that class of Shares. Power to agree pay commissions and brokerage fees 2.7 The Company may, in so far as the Law permits, pay a commission to all any person in consideration of that person: (a) subscribing or agreeing to subscribe, whether absolutely or conditionally; or (b) procuring or agreeing to procure subscriptions, whether absolute or conditional for any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another. 2.8 The Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage. Trusts not recognised 2.9 Except as required by Applicable Law: (a) the Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder; and (b) no person other than the Member shall be recognised by the Company as having any right in a Share. Power to vary class rights 2.10 If the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the matters set forth following applies: (a) the Members holding two thirds of the issued Shares of that class consent in this Agreementwriting to the variation; or (b) the variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued Shares of that class. 2.11 For the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that: (a) the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class; and (b) any Member holding issued Shares of the class, present in person or by proxy or, in each the case of a corporate Member, by its duly authorised representative, may demand a poll. 2.12 Notwithstanding Article 2.10, unless the proposed variation is for the purposes of approving, or in conjunction with, the consummation of a Business Combination, prior to a Business Combination but subject always to the limitations set out in Article 34 in respect of amendments to the Memorandum and Articles, the rights attached to the Shares as specified in Article 2.5 may only, whether or not the Company is being wound up, be varied by a Special Resolution, and any such variation that has to be approved under this Article shall also be subject to compliance with respect Article 36.11. Effect of new Share issue on existing class rights 2.13 Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to all be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class. Capital contributions without issue of further Shares 2.14 With the consent of a Member, the directors may accept a voluntary contribution to the capital of the Existing Company from that Member without issuing Shares in consideration for that contribution. In that event, the contribution shall be dealt with in the following manner: (a) It shall be treated as if it were a share premium. (b) Unless the Member agrees otherwise: (i) if the Member holds Shares in a single class of Shares - it shall be credited to the share premium account for that class of Shares; (ii) if the Member holds Shares of more than one class - it shall be credited rateably to the share premium accounts for those classes of Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue prices for all classes of Shares that the Member holds). (c) It shall be subject to the provisions of the Law and these Articles applicable to share premiums. No bearer Shares or warrants 2.15 The Company shall not issue Shares or warrants to bearers. Treasury Shares 2.16 Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Law shall be held as Treasury Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect not treated as cancelled if: (a) the directors so determine prior to the matters set forth in Section 1 hereofpurchase, sole power redemption or surrender of conversion, sole power to demand appraisal rights and sole power to agree to all those shares; and (b) the relevant provisions of the matters set forth Memorandum and Articles and the Law are otherwise complied with. Rights attaching to Treasury Shares and related matters 2.17 No dividend may be declared or paid, and no other distribution (whether in this Agreement, with respect to all cash or otherwise) of the Company's assets (including any distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share. 2.18 The Company shall be entered in the Register as the holder of the Treasury Shares. However: (a) the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void; (b) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Law. 2.19 Nothing in the preceding Article prevents an allotment of Shares on as fully paid bonus shares in respect of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares. 2.20 Treasury Shares may be disposed of by the Closing Date, Company in accordance with no limitations, qualifications or restrictions the Law and otherwise on such rights, subject to applicable federal securities laws terms and conditions as the terms of this Agreement. The Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid title to the Shares, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement)directors determine.

Shares. (a) The Existing interest of the Members hereunder shall be divided into an unlimited number of Shares. Minimum initial and additional investment amounts may be established by the Board, in its sole and absolute discretion. Members may make additional investments in the Fund effective as of such times as the Board, in its sole and absolute discretion, may permit, subject to Section 2.7 hereof, but no Member shall be obligated to make any additional investments in the Fund. Initial and any additional investments in the Fund shall be payable in cash payable in readily available funds at the date of the proposed acceptance of the investment, or in-kind or in such manner and at such times as may be determined by the Board. (b) All Shares areissued in accordance with the terms hereof, including, without limitation, Shares issued in connection with a dividend in Shares or a split of Shares, shall be fully paid and nonassessable when the consideration determined by the Board of Directors (if any) therefor shall have been received by the Fund. (c) The ownership of Shares shall be recorded on the books of the Fund or a transfer or similar agent. No certificates certifying the ownership of Shares shall be issued except as the Board of Directors may otherwise determine from time to time. The Board of Directors may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Fund as kept by the Fund or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Members and as to the number of Shares held from time to time by each Member. The Board of Directors may at any time discontinue the issuance of Share certificates and may, by written notice to each Member, require the surrender of Share certificates to the Fund for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the Fund. (d) All consideration received by the Company for the issue or sale of Shares, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the Shares on the Closing Date will same may be, owned of record by the Stockholder (individually or, if applicable, jointly with the Stockholder's spouse). The Existing Shares constitute all of the voting securities of shall irrevocably belong to the Company owned generally and not to the account of record by any particular Member or holder of Shares, subject only to the Stockholder (individually andrights of creditors, if applicable, jointly with and shall be so recorded upon the Stockholder's spouse). All books of the Existing Shares are issued and outstanding and, other than as set forth on Schedule A hereto, the Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse), any warrants, options or other rights to acquire any other voting securities account of the Company. The Stockholder treatment of these items under this Section 5.1(d) shall replace and be in lieu of the treatment of the same under the relevant provisions of Article 5 of the Prior Limited Liability Company Agreement, replacement treatment to be effective as of the effective date of this Agreement and at all times thereafter. (individually ore) The liabilities, if applicableexpenses, jointly with the Stockholder's spouse) has sole voting powercosts, sole power of disposition, sole power to issue instructions with respect charges and reserves attributable to the matters set forth in Section 1 hereof, sole power Company shall be charged and allocated to the assets belonging to the Company generally and not to the account of conversion, sole power to demand appraisal rights any particular Member or holder of Shares and sole power to agree to all shall be so recorded upon the books of account of the matters set forth Company. The treatment of these items under this Section 5.1(e) shall replace and be in lieu of the treatment of the same under the relevant provisions of Article 5 of the Prior Limited Liability Company Agreement, such replacement treatment to be effective as of the effective date of this Agreement and at all times thereafter. (f) Dividends and distributions on Shares may be paid to the Members or holders of Shares in accordance with Section 7.4. Notwithstanding any provision to the contrary contained in this Agreement, the Board of Directors shall not be required to make a distribution to the Members on account of their Shares in the Company if such distribution would violate Section 18-607 of the Delaware Act or any other applicable law. (g) Shares shall be transferable only in accordance with Section 4.3 hereof. (h) Except as provided herein, each case Share of a class of Shares shall represent an equal proportionate interest in the assets of the Company (subject to the liabilities of the Company) with respect to all such class, and each Share of the Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions a class shall be equal with respect to the matters set forth in Section 1 hereof, sole power Net Asset Value per Share as against each other Share of conversion, sole power to demand appraisal such class. The rights and sole power to agree attaching to all Shares of a class shall be identical as to right of repurchase by the Company, dividends and other distributions (whether or not on liquidation), and voting rights (the vote attaching to each Share or fraction thereof being equal to the dollar value of the matters set forth in this Agreement, with respect to all same as of the Shares on record date for any such vote, if such record date is the Closing Datelast day of a Fiscal Period, with no limitationsor if such record date is not the last day of a Fiscal Period, qualifications or restrictions on the last day of a Fiscal Period most recently preceding such rights, subject to applicable federal securities laws and the terms of this Agreementrecord date). The Stockholder has (individually or, if applicable, jointly with Board of Directors may from time to time divide or combine the Stockholder's spouse) good and valid title to Shares into a greater or lesser number of Shares provided that such division or combination does not change the Existing Shares and at all times during proportionate beneficial interest in the term hereof and on assets of the Closing Date will have good and valid title to the Shares, free and clear Company of all liens, claims, security interests any Member or other charges holder of Shares or encumbrances (other than in any arising as a result way affect the rights of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement)Shares.

Shares. The Existing Such Stockholder's Current Shares are, and the all of its Shares on the Closing Date will be, owned beneficially and of record by such Stockholder. As of the Stockholder (individually ordate hereof, if applicable, jointly with the such Stockholder's spouse). The Existing Current Shares constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by the Stockholder (individually and, if applicable, jointly with the such Stockholder's spouse). All of the Existing such Stockholder's Current Shares are issued and outstanding outstanding, and, other than except as set forth on in Schedule A heretoA, the such Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any shares of Company Common Stock or any other capital stock or securities of the Company and has no interest in or voting rights with respect to any other securities of the Company. The Such Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 Article I hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing such Stockholder's Current Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 Article I hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Stockholder's Shares on the Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid marketable title to the Existing its Current Shares and at all times during the term hereof and on the Closing Date will have good and valid marketable title to the its Shares, free and clear of all liensLiens, claimsand, security interests or other charges or encumbrances upon delivery thereof to Merger Sub against delivery of the consideration therefor pursuant to the Merger Agreement, good and marketable title thereto, free and clear of all Liens (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under this AgreementSub), will pass to Merger Sub.

Shares. The Existing Shares of such Stockholder are, and the Subject Shares on of such Stockholder as of the Closing Date Effective Time will be, owned beneficially and of record by the Stockholder (individually or, if applicable, jointly with the such Stockholder's spouse). The Existing Shares and all warrants, options or other rights to acquire any shares of Company Common Stock (including the applicable exercise price) owned, of record or beneficially, by such Stockholder are set forth opposite such Stockholder's name on Schedule 2(c) attached hereto. The Existing Shares of such Stockholder constitute all of the voting securities shares of the Company Common Stock owned of record or beneficially by such Stockholder as of the Stockholder (individually and, if applicable, jointly with the Stockholder's spouse)date hereof. All of the Existing Shares of such Stockholder are issued and outstanding and, other than except as set forth on Schedule A 2(c) attached hereto, the such Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse)beneficially, any warrants, options or other rights to acquire any other voting securities shares of the CompanyCompany Common Stock. The Such Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power hereof (subject to the terms of conversionthe Permitted Pledges), sole power to demand appraisal rights (to the extent such rights are available) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares of such Stockholder, and will have sole voting power, sole power of dispositiondisposition (subject to the Permitted Pledges), sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights (to the extent such rights are available) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares on Subject Shares, to the Closing Dateextent they are voting shares, of such Stockholder as of the Effective Time, in each case with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the Existing Shares of such Stockholder and at all times during the term hereof and on the Closing Date Effective Time will have good and valid title to the SharesSubject Shares of such Stockholder, in each case, free and clear of all liensLiens, claimssubject to the terms of the Permitted Pledges, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Parent or Merger Sub or any arising under except pursuant to this Agreement).

Shares. The Existing Shares are, and the Shares There is no restriction on the Closing Date will be, owned of record by the Stockholder (individually or, if applicable, jointly with the Stockholder's spouse). The Existing Shares constitute all of the voting securities ability of the Company owned to issue the Subscription Shares [that has not been validly waived]28. No Group Company is obliged to issue or allot any Shares or other securities, and no Group Company has granted any person the right to call for the issue or allotment of record by any Shares or other securities. The Investor will acquire at Completion: the Stockholder (individually and, if applicable, jointly with the Stockholder's spouse). All full legal and beneficial ownership of the Existing Subscription Shares are issued and outstanding and, other than as set forth on Schedule A hereto, the Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse), any warrants, options or other rights to acquire any other voting securities of the Company. The Stockholder (individually or, if applicable, jointly with the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the Shares on the Closing Date, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid title to the Shares, free and clear of all liensSecurity Interests; the Subscription Shares free of competing rights, claimsincluding pre-emptive rights or rights of first refusal, security other than under the Shareholders Agreement and the constitution of the Company; and fully paid Shares that have no money owing in respect of them. On Completion, there will be no Shares in the Company or other securities (including options) of the Company on issue apart from the Shares and options over Shares set out in the table in Schedule 2. Immediately after Completion, the issued capital of the Company will be as set out in Schedule 2. The Company does not legally or beneficially hold or own shares or other securities in another company or entity, other than the Subsidiaries. The Company and the directors of the Company have taken all necessary action to authorise the signing, delivery and performance of this agreement and the documents required under this agreement in accordance with their respective terms. The Company has power to enter into this agreement and perform its obligations under it and can do so without the consent of any other person and free of any pre- emptive rights or rights of first refusal that have not otherwise been waived in accordance with this agreement. The Company’s obligations under this agreement are valid and binding and enforceable against it in accordance with their terms. All Group Companies have the power and capacity to own its assets and to carry on its Business as it is now being conducted. Each Group Company is a proprietary company limited by shares and is registered and validly existing under the Corporations Act. The Company or another Group Company owns all of the shares, capital stock, equity interests, securities, and warrants and options to acquire, or other interests or other charges rights convertible, exchangeable or encumbrances exercisable into, the foregoing (other than Equity Interests) of each Subsidiary. There is no option to acquire any arising Equity Interests in any Subsidiary. The shares in each Subsidiary have been validly issued and are fully paid up and free of further capital contribution obligations. No person is entitled or has claimed to be entitled to require any Subsidiary to issue any Equity Interests either now or at any future date and whether contingently or not. There is no Security Interest, and no commitment to give or create any Security Interest, on, over or affecting any of the Equity Interests of any Subsidiary, and no person has claimed to be entitled to any such Security Interest. No Group Company has granted any power of attorney or similar authority which remains in force. Accuracy of information29 All written information (including all electronic documents and email correspondence) given by or on behalf of a Group Company or their Officers, Employees, consultants or advisers to the Investor in respect of a Group Company, the Subscription Shares and the Business are: accurate in all material respects; and complete and not misleading whether by omission, failure to particularise or otherwise. The Accounts: have been prepared in accordance with applicable Accounting Standards and the Corporations Act applied on a consistent basis; fully reflect the assets and liabilities of the Company and Group; show a true and accurate view of the financial position of the Company and Group as a result at the Accounts Date and the financial performance of actions taken the Company and Group for the financial period ending on the Accounts Date; and are not affected by any unusual or omitted by Parent or Merger Sub or any arising under this Agreement).non-recurring items.30

Shares. The Such Stockholder’s Existing Shares are, and the Shares on the Closing Date will be, are owned beneficially and/or of record by the Stockholder (individually orsuch Stockholder, if applicable, jointly with the as set forth on Schedule A attached hereto. Such Stockholder's spouse). The ’s Existing Shares constitute all of the voting securities shares of the Company common stock owned of record by the Stockholder (individually and, if applicable, jointly with the Stockholder's spouse). All of the Existing Shares are issued and outstanding and, other than as set forth on Schedule A hereto, the Stockholder does not own, of record or beneficially (individually orby such Stockholder, if applicableand, jointly with the except for such Stockholder's spouse)’s Existing Shares, such Stockholder does not beneficially own or have any warrants, options or other rights right to acquire (whether currently, upon lapse of time, following the satisfaction of any other voting securities conditions, upon the occurrence of any event or any combination of the foregoing) any Shares or any securities convertible into Shares (other than pursuant to any option, stock award or similar compensation plan adopted by the Company). The Such Stockholder (individually or, if applicable, jointly with has the Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case Agreement with respect to all each of the such Stockholder’s Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters as set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the Shares on the Closing DateSchedule A attached hereto, with no other limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement and the Merger Agreement. The As to the Existing Shares held of record by such Stockholder, such Stockholder has (individually or, if applicable, jointly with the Stockholder's spouse) good and valid title to the such Existing Shares and at all times during the term hereof and on the Closing Date will have good and valid title to the Shares, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any such liens, claims, security interests or other charges or encumbrances, arising as a result with respect to the financing agreements secured in part by pledges of actions taken or omitted shares of Company Common Stock owned by Parent or the Stockholders, each of each which shall be released substantially contemporaneously with the consummation of the Merger Sub or any arising under this Agreementpursuant to the terms of the Financing Letters).

Shares. (a) The Existing interest of the Members hereunder shall be divided into an unlimited number of Shares. Minimum initial and additional investment amounts may be established by the Board, in its sole and absolute discretion. Members may make additional investments in the Fund effective as of such times as the Board, in its sole and absolute discretion, may permit, subject to Section 2.7 hereof, but no Member shall be obligated to make any additional investments in the Fund. Initial and any additional investments in the Fund shall be payable in cash payable in readily available funds at the date of the proposed acceptance of the investment, or in-kind or in such manner and at such times as may be determined by the Board. (b) All Shares areissued in accordance with the terms hereof, including, without limitation, Shares issued in connection with a dividend in Shares or a split of Shares, shall be fully paid and nonassessable when the consideration determined by the Board of Directors (if any) therefor shall have been received by the Fund. (c) The ownership of Shares shall be recorded on the books of the Fund or a transfer or similar agent. No certificates certifying the ownership of Shares shall be issued except as the Board of Directors may otherwise determine from time to time. The Board of Directors may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Fund as kept by the Fund or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Members and as to the number of Shares held from time to time by each Member. The Board of Directors may at any time discontinue the issuance of Share certificates and may, by written notice to each Member, require the surrender of Share certificates to the Fund for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the Fund. (d) All consideration received by the Company for the issue or sale of Shares, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the Shares on the Closing Date will same may be, owned of record by the Stockholder (individually or, if applicable, jointly with the Stockholder's spouse). The Existing Shares constitute all of the voting securities of shall irrevocably belong to the Company owned generally and not to the account of record by any particular Member or holder of Shares, subject only to the Stockholder (individually andrights of creditors, if applicable, jointly with and shall be so recorded upon the Stockholder's spouse). All books of the Existing Shares are issued and outstanding and, other than as set forth on Schedule A hereto, the Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with the Stockholder's spouse), any warrants, options or other rights to acquire any other voting securities account of the Company. The Stockholder treatment of these items under this Section 5.1(d) shall replace and be in lieu of the treatment of the same under the relevant provisions of Article 5 of the Prior Operating Agreement, replacement treatment to be effective as of the effective date of this Agreement and at all times thereafter. (individually ore) The liabilities, if applicableexpenses, jointly with the Stockholder's spouse) has sole voting powercosts, sole power of disposition, sole power to issue instructions with respect charges and reserves attributable to the matters set forth in Section 1 hereof, sole power Company shall be charged and allocated to the assets belonging to the Company generally and not to the account of conversion, sole power to demand appraisal rights any particular Member or holder of Shares and sole power to agree to all shall be so recorded upon the books of account of the matters set forth Company. The treatment of these items under this Section 5.1(e) shall replace and be in lieu of the treatment of the same under the relevant provisions of Article 5 of the Prior Operating Agreement, such replacement treatment to be effective as of the effective date of this Agreement and at all times thereafter. (f) Dividends and distributions on Shares may be paid to the Members or holders of Shares in accordance with Section 7.4. Notwithstanding any provision to the contrary contained in this Agreement, the Board of Directors shall not be required to make a distribution to the Members on account of their Shares in the Company if such distribution would violate Section 18-607 of the Delaware Act or any other applicable law. (g) Shares shall be transferable only in accordance with Section 4.3 hereof. (h) Except as provided herein, each case Share of a class of Shares shall represent an equal proportionate interest in the assets of the Company (subject to the liabilities of the Company) with respect to all such class, and each Share of the Existing Shares and will have sole voting power, sole power of disposition, sole power to issue instructions a class shall be equal with respect to the matters set forth in Section 1 hereof, sole power Net Asset Value per Share as against each other Share of conversion, sole power to demand appraisal such class. The rights and sole power to agree attaching to all Shares of a class shall be identical as to right of repurchase by the Company, dividends and other distributions (whether or not on liquidation), and voting rights (the vote attaching to each Share or fraction thereof being equal to the dollar value of the matters set forth in this Agreement, with respect to all same as of the Shares on record date for any such vote, if such record date is the Closing Datelast day of a Fiscal Period, with no limitationsor if such record date is not the last day of a Fiscal Period, qualifications or restrictions on the last day of a Fiscal Period most recently preceding such rights, subject to applicable federal securities laws and the terms of this Agreementrecord date). The Stockholder has (individually or, if applicable, jointly with Board of Directors may from time to time divide or combine the Stockholder's spouse) good and valid title to Shares into a greater or lesser number of Shares provided that such division or combination does not change the Existing Shares and at all times during proportionate beneficial interest in the term hereof and on assets of the Closing Date will have good and valid title to the Shares, free and clear Company of all liens, claims, security interests any Member or other charges holder of Shares or encumbrances (other than in any arising as a result way affect the rights of actions taken or omitted by Parent or Merger Sub or any arising under this Agreement)Shares.