Common use of Capacity as Stockholder Clause in Contracts

Capacity as Stockholder. Each Stockholder signs this Agreement in such Stockholder’s capacity as a stockholder of the Company, and not, if applicable, in such Stockholder’s capacity as a director, officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer.

Capacity as Stockholder. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder of the Company, and not, if applicable, not in such Stockholder’s capacity as a director, officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement herein shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer, and no action taken solely in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement.

Capacity as Stockholder. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder of the Company, and not, if applicable, not in such Stockholder’s capacity as a director, officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement herein shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer, and no action taken in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement.

Capacity as Stockholder. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder Stockholder of the Company, and not, if applicable, not in such Stockholder’s capacity as a director, officer or employee of the CompanyCompany or any Company Subsidiary. Notwithstanding anything herein to the contrary, nothing in this Agreement herein shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director director, officer, trustee or officerfiduciary.

Capacity as Stockholder. Each The Stockholder signs this Agreement solely in such the Stockholder’s capacity as a stockholder an Owner of the CompanySubject Shares, and not, if applicable, in such the Stockholder’s capacity as a director, officer officer, or employee of the Company, as applicable. Notwithstanding anything herein to the contrarycontrary in this Agreement, nothing in this Agreement shall herein will in any way prevent, limit or otherwise restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer, and no action taken in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement.

Capacity as Stockholder. Each Stockholder signs this Agreement in such Stockholder’s capacity as a stockholder of the Company, and not, if applicable, in such Stockholder’s capacity as a director, officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement shall in any way restrict a director or officer of the Company in the taking of any actions (or the failure to acttake any actions) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent prevent, or be construed to create any obligation on the part of of, any director or officer of the Company from taking any action in his or her capacity as such director or officer.

Capacity as Stockholder. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder Stockholder of the Company, and not, if applicable, not in such Stockholder’s capacity as a director, officer or employee of the CompanyCompany or any Company Subsidiary. Notwithstanding anything herein to the contrary, nothing in this Agreement herein shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise exercise, in such Stockholder’s sole discretion, of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director director, officer, trustee or officerfiduciary.

Capacity as Stockholder. Each Stockholder signs this Agreement in such Stockholder’s capacity as a stockholder of the Company, and not, if applicable, in such Stockholder’s capacity as a director, officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing in (a) the Stockholder signs this Agreement solely in the Stockholder’s capacity as a Stockholder of the Company, and not in any other capacity, and (b) nothing herein shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer.

Capacity as Stockholder. Each Stockholder signs this Agreement in such Stockholder’s capacity as a stockholder of the Company, and not, if applicable, in such Stockholder’s capacity as a director, officer or employee of the CompanyCompany or any of its Subsidiaries. Notwithstanding anything herein to the contrary, nothing in this Agreement shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer, in each case to the extent such actions (or failures to act), are in accordance with the terms and conditions of the Merger Agreement and any agreements entered into in connection therewith.

Capacity as Stockholder. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder record and beneficial owner of the CompanySubject Securities, and not, if applicable, in such Stockholder’s capacity as a director, officer or employee of the CompanyCompany or any of its Subsidiaries. Notwithstanding anything herein to the contrary, nothing in this Agreement herein shall in any way restrict or limit a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director director, officer or officer employee of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director director, officer or officer employee of the Company, or prevent or be construed to create any obligation on the part of any director director, officer or officer employee of the Company from taking any action in his or her capacity as such director director, officer or officeremployee.

Capacity as Stockholder. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder of the Company, and not, if applicable, not in such Stockholder’s capacity as a director, officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement herein shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company to refrain from taking any action in his or her capacity as such director or officer, and no action taken solely in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement.

Capacity as Stockholder. Each The Stockholder signs this Agreement solely in such the Stockholder’s capacity as a stockholder an Owner of the CompanySubject Shares, and not, if applicable, in such the Stockholder’s capacity as a director, officer officer, or employee of the Company, as applicable. Notwithstanding anything herein to the contrarycontrary in this Agreement, nothing in this Agreement shall herein will in any way prevent, limit or otherwise restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer., and no action taken in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement. 4861-5946-8346 v.2

Capacity as Stockholder. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder of the CompanySeller, and not, if applicable, not in such Stockholder’s capacity as a director, officer or employee of the CompanySeller. Notwithstanding anything herein to the contrary, nothing in this Agreement herein shall in any way restrict a director or officer of the Company Seller in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the CompanySeller, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the CompanySeller, or prevent or be construed to create any obligation on the part of any director or officer of the Company Seller from taking any action in his or her capacity as such director or officer, and no action taken solely in any such capacity as an officer or director of the Seller shall be deemed to constitute a breach of this Agreement.

Capacity as Stockholder. Each Stockholder signs this Agreement in such Stockholder’s 's capacity as a stockholder of the Company, and not, if applicable, in such Stockholder’s 's capacity as a director, director or officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer.

Capacity as Stockholder. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder Stockholder of the Company, and not, if applicable, not in such Stockholder’s capacity as a director, officer or employee of the CompanyCompany or any Company subsidiary. Notwithstanding anything herein to the contrary, nothing in this Agreement herein shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director director, officer, trustee or officerfiduciary.

Capacity as Stockholder. Each The Stockholder signs this Agreement in such the Stockholder’s capacity as a stockholder of the Company, and not, if applicable, in such the Stockholder’s capacity as a director, officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer.

Capacity as Stockholder. Each Stockholder signs The Stockholders sign this Agreement in such Stockholder’s capacity the Stockholders’ capacities as a stockholder stockholders of the Company, and not, if applicable, in such Stockholder’s capacity the Stockholders’ capacities as a director, officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer.

Capacity as Stockholder. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder Stockholder of the CompanySeller, and not, if applicable, not in such Stockholder’s capacity as a director, officer or employee of the CompanySeller. Notwithstanding anything herein to the contrary, nothing in this Agreement herein shall in any way restrict a director or officer of the Company Seller in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the CompanySeller, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the CompanySeller, or prevent or be construed to create any obligation on the part of any director or officer of the Company Seller from taking any action in his or her capacity as such director director, officer, trustee or officerfiduciary.