Common use of Title to Shares Clause in Contracts

Title to Shares. The Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder Shareholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the such Selling StockholderShareholder; and, upon payment for the Shares to be sold by the such Selling Stockholder Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts account of the Representatives Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives Underwriter will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts account of the Representatives on behalf of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Upon the consummation of the transactions contemplated hereby, the conversion of the Selling Stockholder’s preferred stock, $0.001 per share, into Common Stock, and the exercise of the Options by the Optionholders, each Selling Stockholder has, is the record and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to beneficial owner of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters, (assuming that neither A) DTC nor any will be a “protected purchaser” of such Underwriter has notice of any adverse claim (Shares within the meaning of Section 8-105 303 of the Uniform Commercial Code as in effect in the State of New York (the “UCC) to such Shares)”), (AB) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in with respect of to such Shares and (BC) no action based on any an “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery delivery, registration and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws incorporation and applicable law, (y) DTC will be registered as is a “clearing corporationsecurities intermediary” within the meaning of Section 8-102 of the UCC and (z) appropriate DTC indicates by book entries on its books that security entitlements with respect to the Shares have been credited to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCUnderwriters.

Title to Shares. The Such Selling Stockholder has, and will have, have immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-8 105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares)), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Xxxxxxx 0 000 xx xxx XXX, (X) under Section 8-8 501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim,” ”, within the meaning of Section 8-8 102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-8 102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCUnderwriters.

Title to Shares. The Selling Stockholder has(a) Such Seller has good title to, and will haveis the sole record and beneficial owner of, immediately prior to the number of shares of Common Stock listed opposite such Seller's name on Schedule 4.2 hereto, free and clear of any Liens, restrictions on transfer (other than restrictions under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT") and state securities law) and rights of first refusal (other than those set forth in the Shareholders' Agreement which have been waived for purposes of the transaction contemplated hereby). Upon consummation of the Closing Date or in accordance with the Additional Closing Dateterms set forth in this Agreement, as the case may beMerger Sub shall acquire good, valid and marketable title to the Shares to be shares being sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder such Seller hereunder, free and clear of all liensany Liens or restrictions on transfer (other than restrictions under the Securities Act and state securities laws) and free and clear of any other claims, encumbrancestaxes, options, warrants, rights, contracts, calls, commitments, equities or adverse claims, and all authorization and approval required by law, demands attributable to enter into this such Seller. (b) Other than the Shareholders Agreement and the Registration Rights Agreement, such Seller is not a party to sellany non-expired option, transfer and deliver warrant, right, contract, call, put, or other agreement or commitment relating to the Shares to be issued capital stock of the Company or providing for the disposition or acquisition of any capital stock of the Company, including the shares of Common Stock being sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to such Seller hereunder (other than this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such any voting trust, proxy, or other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives agreement or understanding with respect to such security entitlement; for purposes the voting of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name any capital stock of Cede or another nominee designated by DTC, in each case on the Company’s share registry , other than irrevocable proxies granted by each of CIP, OTTPPB and Citicorp to PTB Acquisition, which irrevocable proxies shall terminate upon the Closing in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCSECTION 7.1 hereof.

Title to Shares. The Such Selling Stockholder has, has good and will have, immediately prior valid title or a valid “security entitlement” (within the meaning of Section 8-102 of the New York Uniform Commercial Code (the “UCC”)) to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Offered Shares to be sold at the First Closing Date or the Additional Option Closing Date, as the case may be, by the such Selling Stockholder hereunderhereunder (other than the Offered Shares to be issued upon exercise of Options), free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the First Closing Date or the Option Closing Date, as the case may be, assuming due issuance of any Shares to be issued upon exercise of Options, good and valid title or a valid “security entitlement” (within the meaning of Section 8-102 of the UCC) to the Offered Shares to be sold at the First Closing Date or the Option Closing Date, as the case may be, by such Selling Stockholder, free and clear of all authorization liens, encumbrances, equities or adverse claims; and approval required by law, to enter into this Agreement and to sell, transfer and deliver upon payment for the Offered Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement (within the meaning of Section 8-102 of the UCC) in respect of such Shares and (B) no action based on any “adverse claim,” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (within the meaning of Section 8-301 of the UCC) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC UCC) and (z) appropriate entries to the securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing DateSelling Stockholder will have, as the case may be, good and valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Placement Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunderhereunder on such date, free and clear of all liens, security interests, encumbrances, equities or adverse claimsclaims of any kind, and all authorization and approval required by law, other than pursuant to enter into this Agreement and to sell, transfer and deliver Agreement; upon payment for the Placement Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Sharesshares, as directed by the RepresentativesPlacement Agent, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such shares is unnecessary because such shares are already in possession of Cede or such nominee), registration of such Shares shares in the name of Cede or such other nominee (unless registration of such shares is unnecessary because such shares are already registered in the name of Cede or such nominee), and the crediting of such Shares shares on the books of DTC to securities accounts account(s) of the Representatives Placement Agent (assuming that neither DTC nor any such Underwriter Placement Agent has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”) to such shares), (A) DTC shall be a “protected purchaser” of such shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the shares (including without limitation, all rights that such Selling Stockholder had or has the power to transfer in such shares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Placement Agent will acquire a valid security entitlement in respect of such shares and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Shares shares may be asserted against the Representatives Placement Agent with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Shares shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporationthe Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters Placement Agent on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing DateSelling Stockholder will have, as the case may be, good and valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Firm Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunderhereunder on such date, free and clear of all liens, security interests, encumbrances, equities or adverse claimsclaims of any kind, and all authorization and approval required by law, other than pursuant to enter into this Agreement and to sell, transfer and deliver Agreement; upon payment for the Firm Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Sharesshares, as directed by the RepresentativesRepresentative, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such shares is unnecessary because such shares are already in possession of Cede or such nominee), registration of such Shares shares in the name of Cede or such other nominee (unless registration of such shares is unnecessary because such shares are already registered in the name of Cede or such nominee), and the crediting of such Shares shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”) to such shares), (A) DTC shall be a “protected purchaser” of such shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the shares (including without limitation, all rights that such Selling Stockholder had or has the power to transfer in such shares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will acquire a valid security entitlement in respect of such shares and (C) no action based on any “adverse claim” within the meaning of Section 8-102 of the UCC to such Shares shares may be asserted against the Representatives Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Shares shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporationthe Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Upon the consummation of the transactions contemplated hereby, the Conversion, and the exercise of the Options by the Optionholders, each Selling Stockholder has, will be the record and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to beneficial owner of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters, (assuming that neither A) DTC nor any will be a “protected purchaser” of such Underwriter has notice of any adverse claim (Shares within the meaning of Section 8-105 303 of the Uniform Commercial Code as in effect in the State of New York (the “UCC) to such Shares)”), (AB) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in with respect of to such Shares and (BC) no action based on any an “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery delivery, registration and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as is a “clearing corporationsecurities intermediary” within the meaning of Section 8-102 of the UCC and (z) appropriate DTC indicates by book entries on its books that security entitlements with respect to the Shares have been credited to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCUnderwriters.

Title to Shares. The Upon the conversion of the Selling Stockholder’s preferred stock, $0.0001 per share, into Common Stock, and the exercise of the Options by the Optionholders, each Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, have valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters, (assuming that neither DTC nor any A) the Underwriters will be a “protected purchaser” of such Underwriter has notice of any adverse claim (Shares within the meaning of Section 8-105 303 of the Uniform Commercial Code as in effect in the State of New York (the “UCC) to such Shares)”), (AB) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in with respect of to such Shares and (BC) no action based on any an “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery delivery, registration and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws incorporation and applicable law, (y) DTC will be registered as is a “clearing corporationsecurities intermediary” within the meaning of Section 8-102 of the UCC and (z) appropriate DTC indicates by book entries on its books that security entitlements with respect to the Shares have been credited to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCUnderwriters.

Title to Shares. The Selling Stockholder has(a) Such Seller, other than KPCB (i) owns such Seller’s Transferred Shares, beneficially and of record, and (ii) will have, immediately prior convey to the Closing Date or the Additional Closing Date, as the case may be, Buyer good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Datesuch Seller’s Transferred Shares, as the case may be, by the Selling Stockholder hereunderin each case, free and clear of all liensany Liens other than the restrictions on transfer set forth in the Existing Stockholders Agreement, encumbrances, equities or adverse claims, the Amended and all authorization and approval required by law, to enter into this Restated Stockholders Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee under applicable Law. Except as may be designated by the Depository Trust Company (“DTC”), registration of such Shares set forth in the name of Cede Existing Stockholders Agreement or such other nominee the Amended and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occurRestated Stockholders Agreement, (x) there are no agreements, commitments, arrangements or understandings of any kind for such Seller to transfer or sell to any Person such Seller’s Transferred Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC such Seller is not party to any stockholders’ agreement, voting trust agreement or registration rights agreement, or any other contract relating to disposition, voting or dividends, or otherwise relating to such Seller’s Transferred Shares. (b) KPCB holds such Seller’s Transferred Shares (the “KPCB Shares”) as the legal and record owner thereof and as nominee for certain Persons. Upon the Closing, KPCB will transfer to Buyer the legal and beneficial ownership of, and convey to Buyer good and valid title to, the KPCB Shares, free and clear of any Liens other than the restrictions on transfer set forth in the Existing Stockholders Agreement, the Amended and Restated Stockholders Agreement, and under applicable Law. Except as may be registered as a “clearing corporation” within set forth in the meaning of Section 8-102 Existing Stockholders Agreement, the Amended and Restated Registration Rights Agreement dated August 20, 1999 among the Company, KPCB and certain other stockholders of the UCC Company, the Amended and Restated Stockholders Agreement or any agreements between KPCB and the beneficial owners of the KPCB Shares regarding the holding of the KPCB Shares by KPCB as nominee for such beneficial owners (collectively, the “Nominee Agreement”), (x) there are no agreements, commitments, arrangements or understandings of any kind for KPCB to transfer or sell to any Person any of the KPCB Shares and (zy) appropriate entries KPCB is not party to any stockholders’ agreement, voting trust agreement or registration rights agreement, or any other contract relating to disposition, voting or dividends, or otherwise relating to the accounts of the Representatives KPCB Shares. KPCB has been duly authorized and directed by all necessary actions on behalf of the several Underwriters on beneficial owners of the records KPCB Shares to transfer the KPCB Shares to Buyer hereunder and to otherwise perform all of DTC will have been made pursuant to its obligations under the UCCTransaction Documents.

Title to Shares. The Such Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may bewill have, valid title to the Shares to be sold at on the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, except as provided in the Apollo Stockholders Agreement or the Management Stockholders Agreement, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold except for restrictions on transferability imposed by the Selling StockholderSecurities Act and the securities or “Blue Sky” laws of certain jurisdictions; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this AgreementAgreement (assuming such payment of the purchase price constitutes “value” as such term is used in Section 8-303 of the Uniform Commercial Code then in effect in the State of New York (“UCC”)), delivery of such Shares, as directed by the RepresentativesUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Representatives UCC) of the Underwriter (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (Ai) under Section 8-501 of the UCC, the Representatives Underwriter will acquire a valid security entitlement in respect of such Shares and (Bii) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriter with respect to such security entitlement; for purposes of this representation, such the Selling Stockholder may assume that when such payment, delivery and crediting occur, (xI) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (yII) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and UCC, (zIII) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Securities, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriter, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Securities to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Securities then held by DTC or such securities intermediary.

Title to Shares. The Such Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all authorization and approval required by lawliens, to enter into this Agreement and to sellencumbrances, transfer and deliver equities or adverse claims. Upon delivery of the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Representatives (Underwriters maintained at DTC and payment therefor pursuant to hereto, and assuming that neither DTC nor any such Underwriter has notice of any “adverse claim claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares))Shares or any security entitlement in respect thereof, (Ai) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Representatives Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (Biii) no action based on any “adverse claim,” within the meaning of (as defined in Section 8-102 of the UCC, ) to such Shares may be successfully asserted against the Representatives Underwriters with respect to such security entitlement; provided that, for the purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on in the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC. As used in this Section 4(c), the terms “delivery,” “securities account” and “securities entitlement” have the meanings given to them in Article 8 of the UCC.

Title to Shares. The Selling Stockholder Shareholder has, and will have, immediately prior to at the Closing Date or the Additional Closing Date, as the case may be, will have, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, claims (other than pursuant to this Agreement); and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts the account of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) with respect to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; provided that, for purposes of this representation, such the Selling Stockholder Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry register of members in accordance with its certificate of incorporation, bylaws the Company’s constitution and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts account of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder hashas (or, and with respect to each Tortoise Selling Stockholder, will have, immediately on or prior to the Closing Date or the Additional Closing Date, as the case may be, ) good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and all authorization and approval required by law, valid title to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, and upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”)) of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid “security entitlement entitlement” (within the meaning of Section 8-102 of the UCC) in respect of such Shares and (B) no action based on any “adverse claim,” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (within the meaning of Section 8-301 of the UCC) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC UCC) and (z) appropriate entries to the securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Subject to the Power of Attorney and the Custody Agreement, such Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title or a valid “security entitlement” (within the meaning Section 8-102(a)(17) of the New York Uniform Commercial Code (the “UCC”)) to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and all authorization and approval required by law, valid title or a valid “security entitlement” (within the meaning Section 8-102(a)(17) of the UCC) to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon payment for assuming that each Underwriter and DTC or other securities intermediary acquires its interest in the Shares to be sold by the it has purchased from such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has without notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), each Underwriter that has purchased such Shares delivered on the Closing Date or the Additional Closing Date, as the case may be, to DTC or other securities intermediary by making payment therefor as provided herein, and that has had such Securities credited to the securities account or accounts (A) under within the meaning of Section 8-501 of the UCC, the Representatives ) of such Underwriters maintained with DTC or such other securities intermediary will acquire have acquired a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 102(a)(17) of the UCC, ) to such Shares purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Section 8-102(a)(1) of the UCC) may be asserted against the Representatives such Underwriter with respect to such security entitlementShares; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (within the meaning of Section 8-301 of the UCC) and crediting occur, (x) such Shares will have been registered in the name of Cede & Co. or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporationcharter, bylaws by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC UCC) and (z) appropriate entries to the securities accounts (within the meaning of Section 8-501 of the Representatives on behalf UCC) of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder Shareholder has, and will have, immediately prior to at the Closing Date or the Additional Closing Date, as the case may be, will have, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, claims (other than pursuant to this Agreement); and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesRepresentative, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts the account of the Representatives Representative (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) with respect to such Shares)), (A) under Section 8-501 of the UCC, the Representatives Representative will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Representative with respect to such security entitlement; provided that, for purposes of this representation, such the Selling Stockholder Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry register of members in accordance with its certificate of incorporation, bylaws the Company’s constitution and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts account of the Representatives Representative on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder hasEach Seller (i) is the sole legal, record and will have, immediately prior beneficial owner of the Shares owned by it before giving effect to the Closing Date or exercise of the Additional Closing DateOption (pursuant to which delivery of the Shares subject to the Option from the Minority Shareholders to the Sellers shall take place at a moment in time immediately preceding the delivery of the Shares by the Sellers to the Buyer) as set forth in Column 1 of Exhibit A, (ii) is, after giving effect to the exercise of the Option (pursuant to which delivery of the Shares subject to the Option from the Minority Shareholders to the Sellers shall take place at a moment in time immediately preceding the delivery of the Shares by the Sellers to the Buyer), the sole legal, record and beneficial owner of the Shares owned by it as the case may be, set forth in Column 3 of Exhibit A and (iii) has good and valid title to such Shares free and clear of all Encumbrances other than Encumbrances arising under securities Laws. Such Seller is not a party to any agreement, written or oral, creating rights in respect of any of the Shares for any third Persons or relating to be sold the voting or beneficial ownership of the Shares. Upon delivery to the Buyer of the documents referred to in Section 2.2 at the Closing Date or Closing, the Additional Closing DateBuyer’s payment of the Consideration, as and the case may be, exercise of the Option (pursuant to which delivery of the Shares subject to the Option from the Minority Shareholders to the Sellers shall take place at a moment in time immediately preceding the delivery of the Shares by the Selling Stockholder hereunderSellers to the Buyer), (x) each Seller will have acquired sole legal, record and beneficial ownership to the Shares set forth in Column 2 of Exhibit A, (y) each Seller will simultaneously have sold such Shares as are set forth in Column 3 of Exhibit A and (z) the Buyer will have acquired good, valid and marketable title to the Shares, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such any Encumbrances other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to than Encumbrances arising under securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCLaws.

Title to Shares. The Such Selling Stockholder has, Shareholder has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and all authorization and approval required by law, valid title to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters. Upon payment of the purchase price for the Shares to be sold by the such Selling Stockholder Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company DTC (“DTC”unless delivery of such Shares is unnecessary because such Securities are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has “notice of any an adverse claim (claim,” within the meaning of Section 8-105 of the Uniform Commercial Code (the “UCC) ”), to such Shares)), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Shareholder had or has the power to transfer in such Shares) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Shares Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title or a valid “security entitlement” (within the meaning Section 8-102(a)(17) of the New York Uniform Commercial Code (the “UCC”)) to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and all authorization and approval required by law, valid title or a valid “security entitlement” (within the meaning Section 8-102(a)(17) of the UCC) to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon payment for assuming that each Underwriter and DTC or other securities intermediary acquires its interest in the Shares to be sold by the it has purchased from such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has without notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), each Underwriter that has purchased such Shares delivered on the Closing Date or the Additional Closing Date, as the case may be, to DTC or other securities intermediary by making payment therefor as provided herein, and that has had such Securities credited to the securities account or accounts (A) under within the meaning of Section 8-501 of the UCC, the Representatives ) of such Underwriters maintained with DTC or such other securities intermediary will acquire have acquired a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 102(a)(17) of the UCC, ) to such Shares purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Section 8-102(a)(1) of the UCC) may be asserted against the Representatives such Underwriter with respect to such security entitlementShares; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (within the meaning of Section 8-301 of the UCC) and crediting occur, (x) such Shares will have been registered in the name of Cede & Co. or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporationcharter, bylaws by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC UCC) and (z) appropriate entries to the securities accounts (within the meaning of Section 8-501 of the Representatives on behalf UCC) of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder hasSELLER is, and from the date hereof through and on the Closing Date will havebe, immediately the owner of the Seller Shares and SELLER on the Closing Date will be the owner of the Future Shares (as hereinafter defined), if any. The Seller Shares and the Future Shares, if any, constitute all Target Shares legally or beneficially owned by SELLER as of the date hereof, acquired after the date hereof, or which SELLER is, or will become, entitled to acquire upon the exercise of any option, warrant or other right (whether or not currently exercisable or subject to conditions) (any such Target Shares acquired by SELLER or to which SELLER is or becomes so entitled to acquire, in each case after the date hereof, the "FUTURE SHARES"). The Seller Shares are fully paid up and the Future Shares, if any, will be fully paid up prior to the Closing Date or Date. As of the Additional Closing Datedate hereof, as the case may be, SELLER has good and valid title to the Shares to be sold at Seller Shares, and as of the Closing Date or the Additional Closing Date, as SELLER will have good and valid title to the Seller Shares and the Future Shares, if any, in each case may be, by the Selling Stockholder hereunder, free and clear of any third party rights (including, without being limited to, any mortgage, pledge, assessment, security interest, lease, lien, adverse claim, levy, charge or other encumbrance of any kind) ("LIENS"). As of the date hereof, SELLER has the unrestricted right, power and authority to sell and transfer to BIDDER all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into of the Seller Shares in accordance with the terms of this Letter Agreement and free and clear of any Liens, except for Liens arising from acts of BIDDER and Liens that any custodian that holds the Seller Shares may have on the Seller Shares according to sellits standard business conditions; SELLER represents and warrants, transfer and deliver that it has not taken any action giving rise to the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery right of such custodian to invoke such Lien. As of the Closing Date, SELLER will have the unrestricted right, power and authority to sell and transfer to BIDDER all of the Seller Shares and the Future Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTCif any, in each case on the Company’s share registry in accordance with its certificate the terms of incorporationthis Letter Agreement and free and clear of any Liens, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning except for Liens arising from acts of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCBIDDER.

Title to Shares. The Upon the consummation of the transactions contemplated hereby and the conversion of such Selling Stockholder’s preferred stock, $0.0002 per share, into Common Stock, as applicable, each Selling Stockholder has, is the record and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to beneficial owner of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has the Underwriters have notice of any adverse claim (as such phrase is defined in Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares or any security entitlement in respect thereof), (A) DTC will be a “protected purchaser” of such Shares within the meaning of Section 8-105 303 of the UCC) to such Shares)), (AB) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in with respect of to such Shares and (BC) no action based on any an “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery delivery, registration and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws incorporation and applicable law, (y) DTC will be registered as is a “clearing corporationsecurities intermediary” within the meaning of Section 8-102 of the UCC and (z) appropriate DTC indicates by book entries on its books that security entitlements with respect to the Shares have been credited to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCUnderwriters.

Title to Shares. The Such Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date assuming the due issuance of any Shares to be issued upon exercise of Options, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all authorization and approval required by lawliens, to enter into this Agreement and to sellencumbrances, transfer and deliver equities or adverse claims. Upon delivery of the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Representatives (Underwriters maintained at DTC and payment therefor pursuant to hereto, and assuming that neither DTC nor any such Underwriter has notice of any “adverse claim claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares))Shares or any security entitlement in respect thereof, (Ai) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Representatives Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (Biii) no action based on any “adverse claim,” within the meaning of (as defined in Section 8-102 of the UCC, ) to such Shares may be successfully asserted against the Representatives Underwriters with respect to such security entitlement; provided that, for the purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on in the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC. As used in this Section 4(c), the terms “delivery,” “securities account” and “securities entitlement” have the meanings given to them in Article 8 of the UCC.

Title to Shares. The Such Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and all authorization and approval required by law, valid title to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, and upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”)) of one or more of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives each such Representative will acquire a valid “security entitlement entitlement” (within the meaning of Section 8-102 of the UCC) in respect of such Shares and (B) no action based on any “adverse claim,” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Representatives each such Representative with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (within the meaning of Section 8-301 of the UCC) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC UCC) and (z) appropriate entries to the securities accounts (within the meaning of Section 8-501 of the UCC) of one or more of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder has, and will have, immediately prior to the Closing Date or and the Additional Option Closing Date, as the case may be, the Selling Stockholder will have, good and valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Secondary Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunderhereunder on such date, free and clear of all liens, security interests, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver claims of any kind; upon payment for the Secondary Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim (claim,” within the meaning of Section 8-105 of the UCC) UCC to such Shares)), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in such Shares (including without limitation, all rights that such Selling Stockholder had or has in such Shares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, UCC to such Shares may be successfully asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporationthe Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder hashas (or, and with respect to each Converting Selling Stockholder, will have, immediately on or prior to the Closing Date or the Additional Closing Date, as the case may be, ) good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and all authorization and approval required by law, valid title to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, and upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”)) of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid “security entitlement entitlement” (within the meaning of Section 8-102 of the UCC) in respect of such Shares and (B) no action based on any “adverse claim,” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (within the meaning of Section 8-301 of the UCC) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC UCC) and (z) appropriate entries to the securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder Shareholder has, and will have, immediately prior to on the Closing Date or the Date, and any Additional Closing Date, as the case may bewill have, valid title to, or a valid “security entitlement” pursuant to Section 8-501 of the New York Uniform Commercial Code (the “NYUCC”) in respect of, the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all security interests, claims, liens, encumbrances, equities or adverse claimsother encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement Agreement, and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery or a security entitlement in respect of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares . Assuming that each Underwriter acquires its interest in the name of Cede or Shares it has purchased under this Agreement from such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has Selling Stockholder without notice of any adverse claim (within the meaning of Section 8-105 of the UCCNYUCC) with respect to such the Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of each Underwriter that has purchased such Shares delivered on the Closing Date and any Additional Closing Date to DTC or other securities intermediary (B) no action based on any “adverse claim,” within the meaning of Section 8-102 102(a)(14) of the UCCNYUCC) by making payment therefor as provided herein, and that has such Shares credited by book entry to the securities account or accounts (within the meaning of Section 8-501(a) of the NYUCC) of such Underwriters maintained with DTC or such other securities intermediary will have acquired a security entitlement (within the meaning of 8-102(a)(17) of the NYUCC) to such Shares purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Sections 8-102(a)(1) and 8-502 of the NYUCC) may be asserted against the Representatives such Underwriter with respect to such security entitlement; for Shares. For purposes of this representation, such Selling Stockholder Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (xi) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (yii) DTC will be registered as a “clearing corporation” (and thus is a “securities intermediary”) within the meaning of Section 8-102 102(a)(5) of the UCC NYUCC and (ziii) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCNYUCC.

Title to Shares. The Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims other than those pursuant to the Additional Stockholders’ Agreement, the Indenture, the Security Agreement and the Pledge Agreement; the Selling Stockholder will have good and valid title to the Shares to be sold at the Closing Date, as the case may be, Date by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold upon (i) payment by the Selling Stockholder; and, upon payment Underwriters for the Shares to be sold by the Selling Stockholder pursuant to in accordance with this Agreement, (ii) delivery (within the meaning of Section 8-301 of the Uniform Commercial Code as in effect in the State of New York as of the date hereof (the “UCC”)) of such Shares, as directed by the RepresentativesUnderwriters, to to, and receipt by Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”), (iii) registration of the transfer of such Shares to, and registration of such Shares in the name of of, Cede & Co. or such other nominee designated by DTC and (iv) the crediting of such Shares on to the books of DTC to securities accounts of the Representatives (several Underwriters maintained by DTC, assuming that neither such accounts are “securities accounts” (as defined in Section 8-501 of the UCC), DTC nor any will be a protected purchaser (within the meaning of Section 8-503 of the UCC) of such Shares, the several Underwriters will acquire “security entitlements” (as defined in Section 8-102 of the UCC) in respect of such Shares and, assuming that each Underwriter has does not have “notice of any an adverse claim claim” (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any an “adverse claim,” (within the meaning of Section 8-102 102(a)(i) of the UCC, ) to such Shares Shares, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may be asserted against the Representatives Underwriters with respect to such “security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.”

Title to Shares. The Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the such Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title or a valid “security entitlement” (within the meaning of Section 8-102 of the New York Uniform Commercial Code (the “UCC”)) to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and all authorization and approval required by law, valid title or a valid “security entitlement” (within the meaning of Section 8-102 of the UCC) to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, and upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement [and, if such Selling Stockholder is listed on Schedule 3 hereto, the Power of Attorney and Custody Agreement], delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement (within the meaning of Section 8-102 of the UCC) in respect of such Shares and (B) no action based on any “adverse claim,” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.such

Title to Shares. The Such Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title or a valid “security entitlement” (within the meaning of Section 8-102 of the New York Uniform Commercial Code (the “UCC”)) to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunderhereunder (other than the Shares to be issued upon exercise of Options), free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, assuming due issuance of any Shares to be issued upon exercise of Options, good and all authorization and approval required by law, valid title or a valid “security entitlement” (within the meaning of Section 8-102 of the UCC) to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, and upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement (within the meaning of Section 8-102 of the UCC) in respect of such Shares and (B) no action based on any “adverse claim,” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (within the meaning of Section 8-301 of the UCC) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC UCC) and (z) appropriate entries to the securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder has, Shareholder has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title or a valid “security entitlement” (within the meaning of Section 8-102 of the New York Uniform Commercial Code (the “UCC”)) to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; the Selling Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and all authorization and approval required by law, valid title or a valid “security entitlement” (within the meaning of Section 8-102 of the UCC) to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, and upon payment for the Shares to be sold by the Selling Stockholder Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement (within the meaning of Section 8-102 of the UCC) in respect of such Shares and (B) no action based on any “adverse claim,” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder Shareholder may assume that when such payment, delivery (within the meaning of Section 8-301 of the UCC) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC UCC) and (z) appropriate entries to the securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and all authorization and approval required by law, valid title to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of the certificates representing such Shares, or, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) Representatives, good and valid title to such Shares)), (A) under Section 8-501 free and clear of all liens, encumbrances, equities or adverse claims, will pass to the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlementseveral Underwriters; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to that may be sold at the Additional Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver . Upon delivery of the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Representatives (Underwriters maintained at DTC and payment therefor pursuant to hereto, and assuming that neither DTC nor any such Underwriter has notice of any “adverse claim claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares))Shares or any security entitlement in respect thereof, (Ai) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Representatives Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (Biii) no action based on any “adverse claim,” within the meaning of (as defined in Section 8-102 of the UCC, ) to such Shares may be successfully asserted against the Representatives Underwriters with respect to such security entitlement; provided that, for the purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on in the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC. As used in this Section 4(c), the terms “delivery,” “securities account” and “securities entitlement” have the meanings given to them in Article 8 of the UCC.

Title to Shares. The Selling Stockholder has, Shareholder is the record and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to beneficial owner of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement (within the meaning of Section 8-102 of the UCC) in respect of such Shares and (B) no action based on any “adverse claim,” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such the Selling Stockholder Shareholder may assume that when such payment, delivery (within the meaning of Section 8-301 of the UCC) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC UCC) and (z) appropriate entries to the securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder hashas (other than the Shares to be issued upon exercise of Options), and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, will have good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares)), (Ai) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (Biii) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCUnderwriters.

Title to Shares. The Selling Stockholder has, is the record and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to beneficial owner of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; the Selling Stockholder will be, immediately prior to the Closing Date, the record and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver beneficial owner of the Shares to be sold by at the Selling Stockholder; andClosing Date, upon free and clear of all liens, encumbrances, equities or adverse claims. Upon payment of the purchase price for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Representatives UCC) of the Underwriters (assuming that neither DTC nor any such no Underwriter has notice of any “adverse claim (claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC) ”), to such Shares)), (A) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid “security entitlement entitlement” in respect of such Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such the Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (xI) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (yII) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC and UCC, (zIII) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or such securities intermediary.

Title to Shares. The Selling Stockholder has, and will have, immediately prior to the Closing Date or time of the Additional sale of the Shares on the Closing Date, as the case may be, good and valid title to to, or a valid “security entitlement” within the Shares to be sold at meaning of Section 8-501 of the Closing Date or New York Uniform Commercial Code (the Additional Closing Date“UCC”) in respect of, as the case may be, by the Selling Stockholder hereunderShares, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholderclaims (other than applicable rules of Major League Baseball); and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such the Shares, as directed by the RepresentativesUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such the Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts account of the Representatives Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such the Shares)), (Ai) DTC shall be a “protected purchaser” of the Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Representatives Underwriter will acquire a valid security entitlement in respect of such the Shares and (Biii) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such the Shares may be asserted against the Representatives Underwriter with respect to such security entitlement; for . For purposes of this representation, such the Selling Stockholder Shareholder may assume that when such payment, delivery and crediting occur, (x) such the Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts account of the Representatives on behalf of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims other than those pursuant to the Additional Stockholders' Agreement (as defined in Section 4(k) hereof); the Selling Stockholder will have good and valid title to the Shares to be sold at the Closing Date, as the case may be, Date by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold upon (i) payment by the Selling Stockholder; and, upon payment Underwriter for the Shares to be sold by the Selling Stockholder pursuant to in accordance with this Agreement, (ii) delivery (within the meaning of Section 8-301 of the Uniform Commercial Code as in effect in the State of New York as of the date hereof (the "UCC")) of such Shares, as directed by the RepresentativesUnderwriter, to to, and receipt by Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“"DTC”"), (iii) registration of the transfer of such Shares to, and registration of such Shares in the name of of, Cede & Co. or such other nominee designated by DTC and (iv) the crediting of such Shares on to the books of DTC to securities accounts account of the Representatives (Underwriter maintained by DTC, assuming that neither such accounts are "securities accounts" (as defined in Section 8-501 of the UCC), DTC nor any will be a protected purchaser (within the meaning of Section 8-503 of the UCC) of such Shares, the Underwriter has will acquire "security entitlements" (as defined in Section 8-102 of the UCC) in respect of such Shares and, assuming that the Underwriter does not have "notice of any an adverse claim claim" (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “an "adverse claim,” " (within the meaning of Section 8-102 102(a)(i) of the UCC, ) to such Shares Shares, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may be asserted against the Representatives Underwriter with respect to such "security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC."

Title to Shares. The Such Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, will have good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares)), (Ai) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (Biii) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCUnderwriters.

Title to Shares. The Upon the exercise of the Options by the Optionholders, each Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, have valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters, (assuming that neither DTC nor any A) the Underwriters will be a “protected purchaser” of such Underwriter has notice of any adverse claim (Shares within the meaning of Section 8-105 303 of the Uniform Commercial Code as in effect in the State of New York (the “UCC) to such Shares)”), (AB) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in with respect of to such Shares and (BC) no action based on any an “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery delivery, registration and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws incorporation and applicable law, (y) DTC will be registered as is a “clearing corporationsecurities intermediary” within the meaning of Section 8-102 of the UCC and (z) appropriate DTC indicates by book entries on its books that security entitlements with respect to the Shares have been credited to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCUnderwriters.

Title to Shares. The Such Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to to, or a valid security entitlement within the meaning of Section 8-102 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to, or a valid security entitlement in respect of, the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all authorization and approval required by lawliens, encumbrances, equities or adverse claims; and, (i) with respect to enter into this Agreement and to sellthe Warburg Selling Stockholders, transfer and deliver assuming that the Underwriters acquire their interest in such Shares to be sold by the Warburg Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, Stockholders as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has provided herein without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), upon the crediting of such Shares to the securities account of the Underwriters maintained with the Depository Trust Company (“DTC”) to such Shares))and payment therefor by the Underwriters, as provided herein, (A) the Underwriters will, under Section 8-501 of the UCC, the Representatives will acquire have acquired a valid security entitlement in respect of to such Shares securities, and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares claim may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes , and (ii) with respect to the Selling Stockholders other than the Warburg Selling Stockholders (each, an “Other Selling Stockholder” and collectively, the “Other Selling Stockholders”), upon delivery of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) the certificates representing such Shares to be sold by the Other Selling Stockholders and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries pass to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCUnderwriters.

Title to Shares. The Such Selling Stockholder hasStockholder, and will have, immediately prior after giving effect to the Closing Date or the Additional Closing DateDistribution, as the case may be, has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date good and all authorization and approval required by law, valid title to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date by the such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, and upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder has, and will have, immediately prior to the Closing Date and the Additional Closing Date, as applicable, such Selling Stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-102 of the New York Uniform Commercial Code as in effect in the State of New York on the date hereof (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder hereunder at the Closing Date and the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, in the case of Shares delivered in certificated or uncertificated form, upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims will pass to the Underwriter. Pursuant to Article 8 of the UCC, upon (i) payment for the Shares to be sold by the Selling Stockholder pursuant to the Underwriters as provided in this Agreement, (ii) the delivery of such Shares, as directed by the Representatives, Shares to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, (iii) the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee as may be designated by DTC and (iv) the crediting indication by book entry on the records of DTC maintained for such purpose, that the number of Shares set forth opposite the name of each Underwriter on Schedule 1 to this Agreement have been credited to a securities account (as defined in Section 8-501(a) of the UCC) at DTC in the name of each Underwriter (A) pursuant to Section 8-501 of the UCC, the Underwriters will acquire a security entitlement (as defined in Section 8-102 of the UCC) in respect of such Shares on the books of DTC to securities accounts of the Representatives and (B) assuming that neither DTC nor any such no Underwriter has notice of any adverse claim (within the meaning of as such phrase is defined in Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, Shares to which the Representatives will acquire a valid security entitlement in respect of such Shares and (B) relates, no action based on any “adverse claim,” within the meaning of (as defined in Section 8-102 of the UCC, ) to such Shares may be asserted against the Representatives Underwriters with respect to such the security entitlement; for purposes of this representation, such Selling Stockholder may assume assuming, in each case, that when such payment, delivery and crediting occur, (xw) such Shares will have been registered in the name of Cede or another such other nominee as may be designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws by laws and applicable law, (yx) DTC will be registered as is a “clearing corporation” and a “securities intermediary” each within the meaning of Section 8-102 of the UCC and UCC, (zy) appropriate entries to the accounts securities account in the name of the Representatives on behalf of the several Underwriters each Underwriter on the records of DTC will have been made pursuant to the UCC and (z) the State of New York is the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of the UCC) of DTC with respect to each Underwriter’s securities account to which the Shares have been credited.

Title to Shares. The Such Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title or a valid security entitlement as such phrase is used in Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”) to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunderhereunder (other than the Shares to be issued upon exercise of Options), free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, assuming due issuance of any Shares to be issued upon exercise of Options, good and all authorization and approval required by law, valid title or a valid security entitlement as such phrase is used in Section 8-105 of the UCC to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon payment by the Underwriters for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, Shares as directed by the Representatives, Underwriters to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee on the Company’s share registry and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters maintained at DTC (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlementShares; for purposes of this representation, such Selling Stockholder may assume assumes that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate book entries crediting the Shares to the securities accounts of the Representatives on behalf of the several Underwriters on the records of maintained at DTC will have been made on records of DTC pursuant to Section 8-501 of the UCC. As used in this Section 4(c), the terms “delivery,” “securities account,” “security entitlement” and “adverse claim” have the meanings given them in Article 8 of the UCC.

Title to Shares. The Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims other than those pursuant to the Additional Stockholders’ Agreement (as defined in Section 4(k) hereof); the Selling Stockholder will have good and valid title to the Shares to be sold at the Closing Date, as the case may be, Date by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold upon (i) payment by the Selling Stockholder; and, upon payment Underwriter for the Shares to be sold by the Selling Stockholder pursuant to in accordance with this Agreement, (ii) delivery (within the meaning of Section 8-301 of the Uniform Commercial Code as in effect in the State of New York as of the date hereof (the “UCC”)) of such Shares, as directed by the RepresentativesUnderwriter, to to, and receipt by Cede & Co. (“Cede”) or such other nominee as may be designated by the The Depository Trust Company (“DTC”), (iii) registration of the transfer of such Shares to, and registration of such Shares in the name of of, Cede & Co. or such other nominee designated by DTC and (iv) the crediting of such Shares on to the books of DTC to securities accounts account of the Representatives (Underwriter maintained by DTC, assuming that neither such accounts are “securities accounts” (as defined in Section 8-501 of the UCC), DTC nor any will be a protected purchaser (within the meaning of Section 8-503 of the UCC) of such Shares, the Underwriter has will acquire “security entitlements” (as defined in Section 8-102 of the UCC) in respect of such Shares and, assuming that the Underwriter does not have “notice of any an adverse claim claim” (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any an “adverse claim,” (within the meaning of Section 8-102 102(a)(i) of the UCC, ) to such Shares Shares, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may be asserted against the Representatives Underwriter with respect to such “security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.”

Title to Shares. The Such Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Datewill have, as the case may be, good and valid title to the Shares to be sold at on the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, except as provided in the Apollo Stockholders Agreement or the Management Stockholders Agreement, as applicable, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold except for restrictions on transferability imposed by the Selling StockholderSecurities Act and the securities or “Blue Sky” laws of certain jurisdictions; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this AgreementAgreement (assuming such payment of the purchase price constitutes “value” as such term is used in Section 8-303 of the Uniform Commercial Code then in effect in the State of New York (“UCC”)), delivery of such Shares, as directed by the RepresentativesUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Representatives UCC) of the Underwriter (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (Ai) under Section 8-501 of the UCC, the Representatives Underwriter will acquire a valid security entitlement in respect of such Shares and (Bii) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (xI) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (yII) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and UCC, (zIII) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Securities, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriter, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Securities to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Securities then held by DTC or such securities intermediary.

Title to Shares. The Selling Stockholder Shareholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the such Selling StockholderShareholder; and, upon payment for the Shares to be sold by the such Selling Stockholder Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts account of the Representatives Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives Underwriter will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts account of the Representatives on behalf of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder has, Shareholder is the record and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to beneficial owner of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunder, it hereunder free and clear of all liens, encumbrances, equities or adverse claims, and all authorization claims and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of has duly endorsed such Shares in blank, and has full power and authority to sell its interest in the name of Cede or such other nominee Shares and to deposit with the crediting of such Shares on Depositary the books of DTC to securities accounts of the Representatives (Shares, and, assuming that neither DTC nor any such each Underwriter acquires its interest in the American Depositary Shares it has purchased from the Selling Shareholder without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC”)), each Underwriter that has purchased such American Depositary Shares delivered on the Closing Date to The Depository Trust Company or other securities intermediary by making payment therefor as provided herein, and that has had such American Depositary Shares credited to the securities account or accounts of such Underwriters maintained with The Depository Trust Company or such other securities intermediary, will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Shares))American Depositary Shares purchased by such Underwriter, (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “an adverse claim,” claim (within the meaning of Section 8-102 of the UCC, ) to such American Depositary Shares purchased by such Underwriter may be asserted against the Representatives such Underwriter with respect to such security entitlement; for American Depositary Shares. For purposes of this representation, such the Selling Stockholder Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC The Depository Trust Company will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC UCC, and (zy) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC The Depository Trust Company will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder has, Immediately following the Reorganization Transactions and will have, immediately prior to on the Closing Date or the Additional Closing Date, as the case may be, the Selling Stockholder will have good and valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares as record owner to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon . Upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, will have good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares)), (Ai) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (Biii) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCUnderwriters.

Title to Shares. The Such Selling Stockholder has, Shareholder is the record and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to beneficial owner of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder Shareholder pursuant to this Agreement, delivery transfer of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter Representative has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares)), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Option Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Option Shares to be sold by the such Selling Stockholder; and, upon payment for the Option Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Option Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Option Shares in the name of Cede or such other nominee and the crediting of such Option Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Option Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Option Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Option Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Option Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, assuming the due issuance of any Shares to be issued upon exercise of Options, good and valid title to the Shares to be sold at the Closing Date, or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all authorization and approval required by lawliens, to enter into this Agreement and to sellencumbrances, transfer and deliver equities or adverse claims. Upon delivery of the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts of the Representatives (Underwriters maintained at DTC and payment therefor pursuant to hereto, and assuming that neither DTC nor any such Underwriter has notice of any “adverse claim claim” (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) to such Shares))Shares or any security entitlement in respect thereof, (Ai) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Representatives Underwriters will acquire good and valid title and a valid security entitlement in respect of such Shares and (Biii) no action based on any “adverse claim,” within the meaning of (as defined in Section 8-102 of the UCC, ) to such Shares may be successfully asserted against the Representatives Underwriters with respect to such security entitlement; provided that, for the purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on in the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC. As used in this Section 4(c), the terms “delivery,” “securities account” and “securities entitlement” have the meanings given to them in Article 8 of the UCC.

Title to Shares. The Such Selling Stockholder has, has good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all mortgages, pledges, security interests, liens, encumbrances, equities or adverse claims, encumbrances or equities, with full right and all authorization and approval required by law, authority to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholdersame hereunder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreementas provided herein, delivery of such Shares, as directed by the RepresentativesUnderwriter, to Cede & Co. (“"Cede”") or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters, (assuming that neither A) DTC nor any shall be a "protected purchaser" of such Underwriter has notice of any adverse claim (Shares within the meaning of Section 8-105 303 of the Uniform Commercial Code as in effect in the State of New York (the "UCC) to such Shares)"), (AB) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “"adverse claim,” within the meaning of " (as defined in Section 8-102 of the UCC, ) (other than any adverse claim arising through the Underwriters) to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; entitlement (it being understood that for purposes the purpose of this representationrepresentation and warranty, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (xi) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s 's share registry in accordance with its certificate of incorporation, bylaws and applicable law, (yii) DTC will be registered as a “"clearing corporation” " within the meaning of Section 8-102 of the UCC UCC, and (ziii) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC).

Title to Shares. The Such Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, will have, valid title to the Shares to be sold at on the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, except as provided in the Apollo Stockholders Agreement or the Management Stockholders Agreement, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold except for restrictions on transferability imposed by the Selling StockholderSecurities Act and the securities or “Blue Sky” laws of certain jurisdictions; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this AgreementAgreement (assuming such payment of the purchase price constitutes “value” as such term is used in Section 8-303 of the Uniform Commercial Code then in effect in the State of New York (“UCC”)), delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Representatives UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (Ai) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (Bii) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such the Selling Stockholder may assume that when such payment, delivery and crediting occur, (xI) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (yII) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and UCC, (zIII) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Securities, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Securities to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Securities then held by DTC or such securities intermediary.

Title to Shares. The Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives Underwriters on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. (a) The Selling Stockholder has, Seller is the beneficial and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may belawful record owner of its Shares and has good, valid and marketable title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunderits Shares, free and clear of all liens, encumbrances, equities or adverse claims, any and all authorization Liens. On the date of this Agreement: (i) the Shares are owned of record as set forth on Schedule A hereto; and approval required by law(ii) the Shares collectively constitute, and, except as issued under the terms of Section 5.6 and as terminated pursuant to enter into this Agreement Section 1.2(b)(v), on the Closing Date the Shares will constitute, all of the issued and outstanding shares of capital stock of the Company. Except for Contracts among the Sellers that will be terminated at or prior to the Closing and except for the Seller’s Organizational Documents, there are no Contracts between the Seller and any other Person with respect to the acquisition, disposition or voting of, or any other matters pertaining to, any of its Shares or any other equity interests of the Company or any Company Subsidiary. The Seller has the power and authority to sell, transfer transfer, assign, exchange and deliver the Shares to be sold by the Selling Stockholder; andits Shares, upon payment for the Shares to be sold by the Selling Stockholder pursuant to as provided in this Agreement, and such sale, transfer, assignment, exchange and delivery of will convey to the Purchaser good and marketable title to such Shares, as directed free and clear of any and all Liens and restrictions other than restrictions of general applicability imposed by federal or state securities Laws and those imposed on the Shares by the RepresentativesPurchaser. (b) To the Individual Seller’s Knowledge, on the date of this Agreement there are no, and, except as issued under the terms of Section 5.6 and as terminated pursuant to Cede & Co. Section 1.2(b)(v), as of the Closing Date there will be no, outstanding subscriptions, options, warrants or other agreements or commitments or other rights of any kind to acquire (“Cede”) including securities exercisable or such other nominee as may be designated exchangeable for or convertible into), or obligating the Company to issue, any shares of capital stock of the Company, or giving any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the Depository Trust benefit of the holders of any shares of the capital stock of the Company (“DTC”), registration of such Shares solely in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered their capacity as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCholder).

Title to Shares. The Such Selling Stockholder has, will have good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and all authorization and approval required by law, valid title to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-8 105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares)), (A1) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (2) under Section 8-8 501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (B3) no action based on any “adverse claim,” ”, within the meaning of Section 8-8 102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives Underwriters on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Upon consummation of the organizational transactions described in the Pricing Disclosure Package under “Summary—Ownership and Organization—Organizational Transactions”, such Selling Stockholder has, will have good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title or a valid “security entitlement” (within the meaning Section 8-102(a)(17) of the New York Uniform Commercial Code (the “UCC”)) to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; upon consummation of the organizational transactions described in the Pricing Disclosure Package under “Summary—Ownership and Organization—Organizational Transactions”), such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and all authorization and approval required by law, valid title or a valid “security entitlement” (within the meaning Section 8-102(a)(17) of the New York Uniform Commercial Code (the “UCC”)) to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon payment for consummation of the Shares to be sold by organizational transactions described in the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (Pricing Disclosure Package under “Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTCSummary—Ownership and Organization—Organizational Transactions”), registration of such Shares assuming that each Underwriter and DTC or other securities intermediary acquires its interest in the name of Cede or Shares it has purchased from such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has Selling Stockholder without notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), each Underwriter that has purchased such Shares delivered on the Closing Date or the Additional Closing Date, as the case may be, to DTC or other securities intermediary by making payment therefor as provided herein, and that has had such Securities credited to the securities account or accounts (A) under within the meaning of Section 8-501 of the UCC, the Representatives ) of such Underwriters maintained with DTC or such other securities intermediary will acquire have acquired a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 102(a)(17) of the UCC, ) to such Shares may be asserted against the Representatives with respect to purchased by such security entitlement; for purposes of this representationUnderwriter, such Selling Stockholder may assume that when such payment, delivery and crediting occur, no action based on an adverse claim (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 102(a)(1) of the UCC and (zUCC) appropriate entries may be asserted against such Underwriter with respect to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCsuch Shares.

Title to Shares. The Such Selling Stockholder has, Shareholder is the record and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to beneficial owners of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement (within the meaning of Section 8-102 of the UCC) in respect of such Shares and (B) no action based on any “adverse claim,” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder Shareholder may assume that when such payment, delivery (within the meaning of Section 8-301 of the UCC) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry register of members, in accordance with its certificate memorandum and articles of incorporation, bylaws association and applicable law, (y) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC UCC) and (z) appropriate entries to the securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder has(a) As of the date hereof, except as set forth on Schedule 3.2(c), --------------- and as of the Effective Time without exception, each Xxxx Shareholder has and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, have good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Dateall shares of Xxxx Common shown beside such Xxxx Shareholder's name on Schedule 3.2(c), as the case may be, by the Selling Stockholder hereunder, and no other shares free and clear --------------- of all liensLiens, encumbrancesin each case other than those certain options in favor of RW and WSR to purchase 672,000 shares and 100,800 shares, equities or adverse claimsrespectively, of Xxxx Common held by KHC. As of the date hereof, except as set forth on Schedule 3.2(c), and --------------- as of the Effective Time without exception, except for Liens in favor of Xxxx, each Xxxx Shareholder is not a party to or holder of any Option obligating Xxxx to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Xxxx or obligating Xxxx to grant, extend or enter into any such Option. As of the date hereof, except as set forth on Schedule 3.2(c), and as of the --------------- Effective Time without exception, each Xxxx Shareholder has sole voting power with respect to such shares and is not a party to any stockholder agreement, voting agreement, voting trust, proxy or other agreement with respect to voting, restrictions on transfer, or otherwise pertaining to such Xxxx Shareholder's Shares. (b) Each of the Xxxx Shareholders and DMK has all authorization requisite individual, corporate or partnership, as applicable, power and approval required by law, authority to enter into this Agreement and, subject to satisfaction of the conditions set forth herein, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Certificate of Merger and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, corporate, partnership or otherwise, on the part of each of the Xxxx Shareholders subject to sell, transfer and deliver the Shares to be sold approval by the Selling Stockholder; and, upon payment for the Shares to be sold stockholders of Xxxx. This Agreement has been duly executed and delivered by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts each of the Representatives (assuming that neither DTC nor any such Underwriter has notice Xxxx Shareholders and DMK and constitutes a valid and binding obligation of any adverse claim (within the meaning of Section 8-105 each of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares Xxxx Shareholders and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry DMK enforceable in accordance with its certificate of incorporationterms, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within subject to the meaning of Section 8-102 approval of the UCC and (z) appropriate entries to the accounts stockholders of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCXxxx.

Title to Shares. The Such Selling Stockholder has, and will have, immediately prior to has a valid “security entitlement” (within the Closing Date or meaning of Section 8-501 of the Additional Closing Date, as New York Uniform Commercial Code (the case may be, valid title “New York UCC”)) to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, or in the case of [·] as of the date of this Agreement, has a valid “security entitlement” (within the meaning of Section 8-501 of the New York UCC) to the OP Units that are redeemable for the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claimsclaims (other than pursuant to the Custody Agreement or Power of Attorney, and all authorization and approval required by lawas applicable); such Selling Stockholder will have, immediately prior to enter into this Agreement and to sellthe Closing Date or the Additional Closing Date, transfer and deliver as the Shares to be sold by the Selling Stockholder; andcase may be, upon such a valid “security entitlement.” Upon (I) payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, (II) delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company DTC, (“DTC”), III) registration of such Shares in the name of DTC, Cede & Co. or such other nominee nominee, (IV) DTC indicating by book entries on its books that security entitlements with respect to such Shares have been credited to the Underwriters’ securities accounts, the Underwriters will acquire a valid “security entitlement” (within the meaning of Section 8-501 of the New York UCC) with respect to such Shares and no action based on an “adverse claim” (as defined in Section 8-102 of the crediting New York UCC) may be asserted against the Underwriters with respect to such security entitlement, and DTC shall be a “protected purchaser” of such Shares on within the books meaning of DTC to securities accounts Section 8-303 of the Representatives New York UCC (assuming assuming, in each case, that neither DTC nor (A) none of DTC, Cede & Co., any such other nominee or any Underwriter has will have “notice of any adverse claim (claim” to any of such Shares within the meaning of Section 8-105 of the New York UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC UCC, and (zC) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records jurisdiction of DTC will have been made pursuant to the UCCis New York).

Title to Shares. The Such Selling Stockholder hasStockholder, upon the consummation of the Reorganization Transactions, will have good and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title or a valid security entitlement (hereinafter as defined in Section 8-102 of the Uniform Commercial Code as in effect from time to time in the State of New York (the “UCC”)) to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and all authorization and approval required by law, valid title or a valid security entitlement to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, Shares to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of one or more of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares))) and payment therefor pursuant hereto, (Ai) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (Bii) no action based on any “adverse claim,” claim (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such each Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another other nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the securities accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The (i) Such Selling Stockholder has, and will have, immediately prior to have on the Closing Date or the Additional Closing Date, as the case may be, assuming due issuance of any Shares to be sold at such date that are to be issued upon conversion of such Selling Stockholder’s shares of Preferred Stock of the Company, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, (ii) upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC”)) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representationclause (ii), such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder Shareholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claimsclaims (other than as permitted by this Agreement), and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the such Selling StockholderShareholder; and, upon payment for the Shares to be sold by the such Selling Stockholder Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry register in accordance with its certificate articles of incorporationassociation, bylaws memorandum of association and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claimsclaims (other than as permitted by this Agreement), and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the such Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry register in accordance with its certificate articles of incorporationassociation, bylaws memorandum of association and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder has, and will have, immediately prior to the Closing Date or and the Additional Closing Date, as the case may be, the Selling Stockholder will have, good and valid title to to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunderhereunder on such date, free and clear of all liens, security interests, encumbrances, equities or adverse claimsclaims of any kind, and all authorization and approval required by law, other than pursuant to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling StockholderTransaction Documents; and, upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim (claim,” within the meaning of Section 8-105 of the UCC) UCC to such Shares)), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including without limitation, all rights that such Selling Stockholder had or has in such Shares) free and clear of any “adverse claim” within in the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, UCC to such Shares may be successfully asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporationthe Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder has, Shareholder is the record and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to beneficial owner of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesUnderwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-8 105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares)), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Xxxxxxx 0 000 xx xxx XXX, (X) under Section 8-8 501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (BC) no action based on any “adverse claim,” within the meaning of Section 8-8 102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-8 102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder has, and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder hereunderStockholder, free and clear of all liens, encumbrances, equities or adverse claims, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon . Upon payment for the Shares to be sold by the such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the RepresentativesRepresentative, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee) and the crediting of such Shares on the books of DTC to securities accounts of the Representatives Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code (“UCC”)) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives Underwriters will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case case, on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC UCC, and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Such Selling Stockholder has, and will have, immediately prior to Shareholder is the Closing Date or the Additional Closing Date, as the case may be, valid title to record and/or beneficial owners of the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, ; and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the such Selling Stockholder Shareholder pursuant to this Agreement, delivery transfer of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement (within the meaning of Section 8-102 of the UCC) in respect of such Shares and (B) no action based on any “adverse claim,” (within the meaning of Section 8-102 of the UCC, ) to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder Shareholder may assume that when such payment, delivery (within the meaning of Section 8-301 of the UCC) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry register of members, in accordance with its certificate memorandum and articles of incorporation, bylaws association and applicable law, (y) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC UCC) and (z) appropriate entries to the securities accounts (within the meaning of Section 8-501 of the UCC) of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder has, and will have, immediately prior to Shareholder has a valid “security entitlement” (within the Closing Date or meaning Section 8-102(a)(17) of the Additional Closing Date, as New York Uniform Commercial Code (the case may be, valid title “UCC”)) to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; the Selling Shareholder will have, and all authorization and approval required by lawimmediately prior to the Closing Date or the Additional Closing Date, as the case may be, a valid “security entitlement” (within the meaning Section 8-102(a)(17) of the UCC) to enter into this Agreement and to sell, transfer and deliver the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon payment for assuming that each Underwriter and DTC or other securities intermediary acquires its interest in the Shares to be sold by it has purchased from the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has Shareholder without notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), each Underwriter that has purchased such Shares delivered on the Closing Date or the Additional Closing Date, as the case may be, to DTC or other securities intermediary by making payment therefor as provided herein, and that has had such Securities credited to the securities account or accounts (A) under within the meaning of Section 8-501 of the UCC, the Representatives ) of such Underwriters maintained with DTC or such other securities intermediary will acquire have acquired a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 102(a)(17) of the UCC, ) to such Shares purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Section 8-102(a)(1) of the UCC) may be asserted against the Representatives such Underwriter with respect to such security entitlementShares; for purposes of this representation, such the Selling Stockholder Shareholder may assume that when such payment, delivery (within the meaning of Section 8-301 of the UCC) and crediting occur, (x) such Shares will have been registered in the name of Cede & Co. or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporationcharter, bylaws by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC UCC) and (z) appropriate entries to the securities accounts (within the meaning of Section 8-501 of the Representatives on behalf UCC) of the several Underwriters on the records of DTC will have been made pursuant to the UCC.