Common use of Absence of Litigation Clause in Contracts

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no suit, action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, against or affecting the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or materially impair the ability of the Stockholder to perform the Stockholder’s its, his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the any of such Stockholder’s Subject Shares) before or by any Governmental Entity that could would reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyby this Agreement or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is There are no action, suit, investigation actions or proceeding lawsuits pending against, or, to the knowledge of the StockholderStockholder threatened, threatened in writing against, the against or affecting Stockholder before or by any of the Stockholder’s properties court or assets (including the Subject Shares) governmental authority that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s his, her or its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no suit, action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder before or by any of the Stockholder’s properties or assets (including the Subject Shares) Governmental Entity that could reasonably be expected to prevent, delay or would impair the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the any Subject Shares) before or by any Governmental Body that could would reasonably be expected to prevent, delay or impair the ability consummation by such Stockholder of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyby this Agreement or otherwise impair such Stockholder’s ability to perform its obligations hereunder.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, investigation or proceeding arbitration pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could would reasonably be expected to prevent, prevent or materially delay or impair the Stockholder’s ability of the Stockholder to perform the Stockholder’s his obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or materially impair the ability of the such Stockholder to perform the such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing againstwriting, against or affecting the Stockholder that prevents, impairs or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair adversely affects the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Company Stockholder, threatened in writing againstagainst or otherwise affecting, the Company Stockholder or any of the Stockholder’s his or her properties or assets (including the Subject SharesSecurities) that could reasonably be expected to prevent, delay materially impair or impair materially adversely affect the ability of the Company Stockholder to perform the Company Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the actual knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyby this Agreement or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Entity that could reasonably be expected to prevent, delay or would impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there There is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its Affiliates or any of their respective properties or assets (including the Subject Spirit Shares) at Law or in equity that could reasonably be expected to prevent, delay impair or impair adversely affect the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, suit investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its properties or assets (including the Subject Stockholder’s Covered Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Action pending against, against or, to the knowledge of the Stockholder, threatened in writing against, the against Stockholder or any of the Stockholder’s properties or assets (including the any Subject Shares) that could before or by any Governmental Entity, except for any Action as would not reasonably be expected expected, either individually or in the aggregate, to preventmaterially impair, impede, delay or impair frustrate the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the StockholderShareholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the StockholderShareholder, threatened in writing against, the Stockholder Shareholder or any of the StockholderShareholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder Shareholder to perform the StockholderShareholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the actual knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by the Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise materially impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the Stockholder’s his, her or its properties or assets (including the such Stockholder’s Subject Shares) that could would reasonably be expected to prevent, delay or impair in any material respect the ability of the such Stockholder to perform the Stockholder’s his, her or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Company Stockholder, threatened in writing againstagainst or otherwise affecting, the Company Stockholder or any of the Stockholder’s his or her properties or assets (including the Company Stockholder’s Subject SharesSecurities) that could would reasonably be expected to preventimpair, delay or impair adversely affect in any material respect the ability of the Company Stockholder to perform the Company Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there There is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay materially impair or impair materially adversely affect the ability of the such Stockholder to perform the such Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suitarbitration, claim, proceeding, suit or investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst such Stockholder before or by any Governmental Authority, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could except, as would not reasonably be expected expected, either individually or in the aggregate, to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no suit, action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder before or by any of the Stockholder’s properties or assets (including the Subject Shares) Governmental Authority that could reasonably be expected to prevent, delay or would impair the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s its or his properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its or his obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no suit, action, suitinvestigation, investigation claim or proceeding pending against, or, to the knowledge of the such Stockholder’s knowledge, threatened against or involving or affecting, such Stockholder, threatened in writing against, the Stockholder its Company Shares or any of the Stockholder’s properties or assets (including the Subject Shares) its LLC Units that could would reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s fully its obligations hereunder or to consummate on a timely basis the transactions contemplated herebyhereby to be consummated by such Stockholder.

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the such Stockholder or any of the such Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its properties or assets (including the Subject SharesStockholder’s Shares or Warrants) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is are no action, suit, investigation or proceeding Proceedings pending against, or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the any Subject Shares) before or by any Governmental Entity that could would reasonably be expected to preventhave, delay individually or impair in the ability of the Stockholder to perform aggregate, an adverse effect on the Stockholder’s ability to timely perform its obligations hereunder or to consummate the transactions contemplated herebyunder this Agreement.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, hereof there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or and/or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Entity that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there There is no action, suit, investigation or proceeding Proceeding (whether judicial, arbitral, administrative or other) (each an “Action”) pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or affecting, the such Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, impair, materially delay or impair materially adversely affect the ability of the such Stockholder to perform the such Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could would reasonably be expected to materially prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no suit, action, suitinvestigation, investigation claim or proceeding pending against, or, to the knowledge of the such Stockholder’s knowledge, threatened against or involving or affecting, such Stockholder, threatened in writing against, the Stockholder its shares of Company Class B Common Stock or any of the Stockholder’s properties or assets (including the Subject Shares) its LLC Units that could would reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s fully its obligations hereunder or to consummate on a timely basis the transactions contemplated herebyhereby to be consummated by such Stockholder.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, and there is no Judgment imposed upon, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) Shares that could would reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by the Stockholder of the Stockholder transactions contemplated by this Agreement or otherwise adversely impact the Stockholder’s ability to perform the such Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyin any material respect.

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or otherwise affecting, the such Stockholder or any of the Stockholder’s its or his properties or assets (including the such Stockholder’s Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s his or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the actual knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could would reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise materially impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its Affiliates or any of their respective properties or assets (including the Subject Stockholder’s Existing Shares) at Law or in equity that could reasonably be expected to prevent, delay impair or impair adversely affect the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation suit or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the its Subject Shares) that could reasonably be expected to prevent, delay or impair in any material respect the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is are no action(i) actions, suit, investigation suits or proceeding proceedings pending against, or, to the knowledge of the or threatened against or affecting Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties properties, at law or assets in equity, or (including the Subject Sharesii) Orders of any Governmental Entity against Stockholder, in each case that could that would reasonably be expected to preventhave, delay individually or impair in the aggregate, a material adverse effect on the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyby this Agreement.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or and/or any of its Affiliates before (or, in the Stockholder’s properties case of threatened Proceedings, that would be before) any arbitrator or assets (including the Subject Shares) Governmental Authority, that could has had or would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform its obligations hereunder or that, to the Stockholder’s obligations hereunder knowledge, in any manner challenges or seeks to consummate prevent, enjoin, alter or materially delay any of the transactions contemplated herebyTransactions.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject SharesSecurities) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or otherwise affecting, the Stockholder or any of the Stockholder’s its properties or assets (including the Subject Stockholder’s Shares) that could would reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or affecting, the such Stockholder or any of the Stockholder’s its or his properties or assets (including the such Stockholder’s Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s his or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the such Stockholder or any of the Stockholder’s its or his properties or assets (including the such Stockholder's Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s its or his obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Legal Proceeding pending against, against or, to the knowledge of the Stockholder, threatened in writing againstagainst or otherwise affecting, the Stockholder or any of the Stockholder’s its or his properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its or his obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or otherwise affecting, the such Stockholder or any of the Stockholder’s its properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or otherwise affecting, the Stockholder or any of the Stockholder’s his properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s his obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation investigation, claim or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the actual knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise materially impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or affecting, the such Stockholder or any of the Stockholder’s its properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or material impair the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or otherwise affecting, the such Stockholder or any of the Stockholder’s its properties or assets (including the such Stockholder’s Subject Shares) that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyby this Agreement or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Entity that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is There are no action, suit, investigation or proceeding Actions pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Authority that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s his, her or its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the managing member of the general partner of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its Affiliates or any of their respective properties or assets (including the Subject Stockholder’s Existing Shares) at Law or in equity that could reasonably be expected to prevent, delay impair or impair adversely affect the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, against or, to the knowledge of the Stockholder, threatened in writing againstagainst or otherwise affecting, the Stockholder or any of the Stockholder’s its or his properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its or his obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or affecting, the such Stockholder or any of the Stockholder’s its properties or assets (including the such Stockholder’s Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject any Shares) that could would reasonably be expected to prevent, prevent or delay or impair the ability consummation by the Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, Claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the Subject SharesSecurities) that could would reasonably be expected to prevent, prevent or materially delay or materially impair the ability consummation by such Stockholder of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyby this Agreement or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, (to the knowledge of Stockholder) investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder before or by any of Governmental Authority, except as would not, individually or in the aggregate, impair the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyon a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation suit or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Entity that could reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its or his properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s his or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there There is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Entity that could reasonably be expected to prevent, delay or materially impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no suit, claim, action, suitproceeding or, investigation or proceeding to the knowledge of the Stockholder, investigation, in each case, pending against, against or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder at law or in equity before or by any of the Stockholder’s properties or assets (including the Subject Shares) Governmental Entity that could would reasonably be expected to prevent, delay or materially impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or otherwise affecting, the such Stockholder or any of the Stockholder’s its or his properties or assets (including the such Stockholder’s Subject Shares) that could reasonably be expected to prevent, delay or impair in any material respect the ability of the such Stockholder to perform the Stockholder’s its or his obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there There is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Entity that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suitarbitration, claim, proceeding, suit or investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst such Stockholder before or by any Governmental Authority, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could except, as would not reasonably be expected expected, either individually or in the aggregate, to prevent, delay or impair have a material adverse effect on the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is are no action, suit, investigation or proceeding Proceedings pending against, or, to the actual knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including any Shares or Company Stock Options Owned by the Subject SharesStockholder) before or by any Governmental Entity that could would reasonably be expected to preventhave, delay individually or impair in the ability of the Stockholder to perform aggregate, a material adverse effect on the Stockholder’s ability to timely perform its obligations hereunder or to consummate the transactions contemplated herebyunder this Agreement.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst or otherwise affecting, the such Stockholder or any of the such Stockholder’s properties or assets (including the such Stockholder’s Subject Shares) that could would reasonably be expected to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s its, her or his obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, overtly threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its, his or her properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its, his or her obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Body that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise materially impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation suit or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject SharesSecurities) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder before or by any of the Stockholder’s properties or assets (including the Subject Shares) Governmental Entity that could would reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the such Stockholder or any of the Stockholder’s properties or assets (including with respect to the Subject Shares) Shares that could reasonably be expected to prevent, delay or impair impair, the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as of the date hereofof this Agreement, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder under this Agreement or to consummate the transactions contemplated herebyby this Agreement.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, against or, to the knowledge of the applicable Stockholder, threatened in writing againstagainst or otherwise affecting, the such Stockholder or any of the Stockholder’s its or his or her properties or assets (including the Subject Covered Shares) that could would reasonably be expected to prevent, materially impair or materially delay or impair the ability of the such Stockholder to perform the Stockholder’s its or his or her obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation suit or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against or affecting such Stockholder or any of the Stockholder’s properties its Affiliates before or assets (including the Subject Shares) by any Governmental Entity that could reasonably be expected to prevent, delay or impair in any material respect the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably would be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the each Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the actual knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise materially impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no actionAction, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could ), except as would not reasonably be expected to prevent, prevent or materially delay or materially impair the ability of consummation by the Stockholder to perform the Stockholder’s obligations hereunder or to consummate of the transactions contemplated herebyby this Agreement.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation investigation, complaint or other proceeding pending against, against such Stockholder or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could would reasonably be expected to preventrestrict or prohibit (or, delay if successful, would restrict or impair prohibit) the ability performance by such Stockholder of the Stockholder to perform the Stockholder’s its obligations hereunder under this Agreement or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation claim, proceeding, charge or proceeding arbitration pending against, or, to the actual knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could would reasonably be expected to prevent, prevent or materially delay or impair the Stockholder’s ability of the Stockholder to perform the Stockholder’s his obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suitarbitration, claim, proceeding, suit or investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst such Stockholder before or by any Governmental Authority, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that except, as could not reasonably be expected expected, either individually or in the aggregate, to prevent, delay or impair have a material adverse effect on the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation investigation, or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay delay, or impair the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing againstagainst or affecting, the Stockholder or any of the Stockholder’s its properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or materially impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the StockholderShareholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the StockholderShareholder, threatened in writing against, the Stockholder Shareholder or any of the StockholderShareholder’s properties or assets (including the Shareholder’s Subject Shares) that could reasonably be expected to prevent, delay or impair the ability of the Stockholder Shareholder to perform the StockholderShareholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could would reasonably be expected to prevent, delay or materially impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, and there is no Judgment imposed upon, the Stockholder or any of the Stockholder’s properties or assets (including the Subject SharesShares and Company Warrants) that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by the Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise adversely impact the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyin any material respect.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suitarbitration, claim, proceeding, suit or investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing againstagainst such Stockholder before or by any governmental authority, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could except as would not reasonably be expected expected, either individually or in the aggregate, to prevent, delay or impair the ability of the such Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder or and/or any of his, her or its Affiliates before (or, in the Stockholder’s properties case of threatened Actions, that would be before) any arbitrator or assets (including the Subject Shares) Governmental Entity, that could has had or would reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s his, her or its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no suit, action, suit, investigation or proceeding pending against, or, to the knowledge of the such Stockholder, threatened in writing against, the against such Stockholder before or by any of the Stockholder’s properties or assets (including the Subject Shares) governmental entity that could reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions Election of Directors contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as As of the date hereof, there is no action, suit, investigation or proceeding action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder before or by any of the Stockholder’s properties or assets (including the Subject Shares) Governmental Entity that could would reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of the Stockholder, threatened in writing against, the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) that could reasonably be expected to prevent, delay delay, or impair the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby.. 3

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there There is no action, suit, investigation or proceeding Proceeding pending against, against or, to the knowledge of the Stockholder, threatened in writing against, against the Stockholder or any of the Stockholder’s properties or assets (including the Subject Shares) Shares that could reasonably be expected to prevent, delay impair or impair affect the ability of the Stockholder to perform the Stockholder’s its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. With respect to the each Stockholder, as of the date hereof, there is no action, suit, claim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the actual knowledge of the such Stockholder, threatened in writing against, the against such Stockholder or any of the such Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Authority that could reasonably be expected to prevent, prevent or materially delay or impair the ability consummation by such Stockholder of the Stockholder to perform transactions contemplated by this Agreement or otherwise materially impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. With respect to the Stockholder, as of the date hereof, there There is no action, suit, investigation or proceeding Action pending against, or, to the knowledge of the Stockholder, threatened in writing against, against or affecting the Stockholder before or by any of the Stockholder’s properties or assets (including the Subject Shares) Governmental Entity that could reasonably be expected to prevent, delay or impair in any material respect the ability of the Stockholder to perform the Stockholder’s his obligations hereunder or to consummate the transactions contemplated hereby.