Common use of Conditions to Obligation to Close Clause in Contracts

Conditions to Obligation to Close. 21 6.1 Conditions to Each Party’s Obligation 21 6.2 Additional Conditions to Buyer’s Obligation 21 6.3 Additional Conditions to Seller’s Obligation 22 ARTICLE 7. TERMINATION 22 7.1 Termination of Agreement 22 7.2 Effect of Termination 23 ARTICLE 8. INDEMNIFICATION 23 8.1 Survival of Representations and Warranties 23 8.2 Indemnification by Seller 23 8.3 Indemnification by Buyer 24 8.4 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization of Indemnification Payments 25 8.7 Remedies; Exclusive Remedy 25 ARTICLE 9. MISCELLANEOUS 26 9.1 No Third-Party Beneficiaries 26 9.2 Entire Agreement 26 9.3 Succession and Assignment 26 9.4 Counterparts 26 9.5 Headings 26 9.6 Notices 26 9.7 Governing Law 27 9.8 Waiver of Jury Trial 28 9.9 Amendments and Waivers 28 9.10 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 Specific Performance 29 9.14 Construction 29 9.15 Incorporation of Exhibits 30 Exhibits Exhibit A Purchase Price Calculation Exhibit B Form of Assignment Agreement Exhibit C Form of Lock-up Agreement Exhibit D Form of Contribution Agreement PURCHASE AGREEMENT This Purchase Agreement is entered into on August 28, 2013, by and between GTIS LGI LP, a Delaware limited partnership (“Seller”), and LGI Homes, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are referred to together herein as the “Parties.”

Conditions to Obligation to Close. 21 6.1 45 7.1 Conditions to Each Party’s Obligation 21 6.2 Additional Conditions Precedent to Buyer’s Obligation 21 6.3 Additional Obligation. 45 7.2 Conditions Precedent to Seller’s Obligation 22 ARTICLE 7Obligation. TERMINATION 22 7.1 Termination of Agreement 22 7.2 Effect of Termination 23 47 ARTICLE 8. INDEMNIFICATION 23 48 8.1 Survival of Representations and Warranties 23 Warranties. 48 8.2 Indemnification by Seller 23 Provisions for Buyer’s Benefit. 48 8.3 Indemnification by Buyer 24 Provisions for Seller’s Benefit. 49 8.4 Indemnification Claim Procedures. 49 8.5 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 Indemnification Liability. 50 8.6 Characterization Sophistication of Buyer. 51 8.7 Other Indemnification Payments 25 8.7 Remedies; Provisions. 52 8.8 Exclusive Remedy 25 Remedy. 52 ARTICLE 9. TERMINATION 52 9.1 Termination of Agreement. 52 9.2 Effect of Termination. 53 ARTICLE 10. MISCELLANEOUS 26 9.1 53 10.1 Press Releases and Public Announcements. 53 10.2 No Third-Party Beneficiaries 26 9.2 Beneficiaries. 53 10.3 No Code Section 338 Election. 54 10.4 Entire Agreement 26 9.3 Agreement. 54 10.5 Succession and Assignment 26 9.4 Counterparts 26 9.5 Headings 26 9.6 Notices 26 9.7 Assignment. 54 10.6 Counterparts. 54 10.7 Headings. 54 10.8 Notices. 54 10.9 Governing Law 27 9.8 Waiver of Jury Trial 28 9.9 Law. 56 10.10 Amendments and Waivers 28 9.10 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 Specific Performance 29 9.14 Construction 29 9.15 Waivers. 56 10.11 Severability. 56 10.12 Expenses. 56 10.13 Construction. 56 10.14 Incorporation of Exhibits 30 Exhibits, Annexes, and Schedules. 57 ATTACHMENTS Exhibits Exhibit A Purchase Price Calculation Form of Seller’s Officer’s Certificate Exhibit B Form of Assignment Agreement Seller’s Secretary’s Certificate Exhibit C Form of Lock-up Agreement Buyer’s Officer’s Certificate Exhibit D Form of Contribution Buyer’s Secretary’s Certificate Exhibit E Evidence of Resignations Exhibit F Franchise Offering Circular dated as of May 18, 2006 Schedules Schedule 3.2(c) Buyer Required Consents Schedule 4.1 Officers and Directors Schedule 4.3 Acquired Entities Required Consents Schedule 4.6(a) Encumbrances Schedule 4.7 Acquired Subsidiaries Schedule 4.8 Financial Statements Schedule 4.9 Subsequent Events Schedule 4.11 Tax Matters Schedule 4.12(b) Leased Property Schedule 4.13(a) Franchise Agreements Schedule 4.13(a)(ii) Breaches of Franchise Agreements Schedule 4.13(a)(iii) Notice of Termination of Franchise Agreements Schedule 4.13(a)(iv) Waivers/Consents of Franchise Agreement Provisions Schedule 4.13(a)(v) Amendments to Franchise Agreement Provisions Schedule 4.13(b) Financial Obligations of Franchisees Schedule 4.13(c) Development Obligations of Franchisees Schedule 4.13(d) Franchise Claims Schedule 4.13(e) Franchisee Notices of Breach Schedule 4.13(f) Franchise Registration Status Schedule 4.13(g) Applications for Franchise Registration Schedule 4.13(k)(iii) Director and Principal Officer Matters Schedule 4.13(l) Franchise Sales Persons Schedule 4.13(o) Franchisees with Terminated Franchise Agreements Schedule 4.13(p) Franchisees with Transferred Agreements Schedule 4.13(q) Pending Sales of Franchise Agreements Schedule 4.13(r) Pending Transfers of Franchise Agreements Schedule 4.13(s) Acknowledgement of Receipt of Franchise Offering Circular Schedule 4.13(t) Forbearance Agreements, Purchase Agreements and Other Agreements regarding Restaurant Reacquisitions Schedule 4.13(u) Disputes with Franchisees Schedule 4.13(v) Notice of Breach or Termination against Franchisees Schedule 4.13(w) Consent Order with Government Agencies Schedule 4.13(x) Applications to State Agencies to Modify Franchise Agreements Schedule 4.14(b) Marks Schedule 4.14(d) Ownership Exceptions Schedule 4.14(e) Encumbrances on Intellectual Property Schedule 4.14(f) Intellectual Property Violations Schedule 4.15 Contracts Schedule 4.16 Litigation Schedule 4.17 Employee Contracts; Collective Bargaining Agreements; Employment Discrimination Schedule 4.18(a) Employee Benefits Schedule 4.18(g)(i) Employee Benefit Plans subject to Title IV of ERISA Schedule 4.18(i) Post-Employment Benefits Schedule 4.18(j) Parachute Payments Schedule 4.19 Environmental, Health, and Safety Matters Schedule 4.20 Permits Schedule 4.21 Insurance Schedule 4.22 Certain Business Relationships Schedule 4.23 Supplier Notices Schedule 5.1 Assigned Assets Schedule 5.2(d) Required Lease Consents Schedule 5.3 Terminated or Excluded Contracts Schedule 5.6 Affiliated Transactions Schedule 6.3(a) Excluded Employees Schedule 6.3(a)(i) Change of Control Payments Schedule 6.3(a)(ii) Cash Award Payments Schedule 6.3(a)(iii) Retention Payments Schedule 6.3(a)(iv) Employee Transition Payments in Excess of $150,000 Schedule 6.6 Transition Services STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is entered into on August 28dated as of October 11, 20132006, by and between GTIS LGI LPCaliber Capital Group, LLC, a Delaware California limited partnership (“Seller”), and LGI Homes, Inc., a Delaware corporation liability company (“Buyer”). Seller , and Buyer are referred to Wendy’s International, Inc., an Ohio corporation (“Seller” and, together herein as with Buyer, the “Parties”).”

Conditions to Obligation to Close. 21 6.1 Conditions to Each Party’s Obligation 21 6.2 Additional Conditions to Buyer’s Obligation 21 6.3 Additional Conditions to Seller’s Obligation 22 ARTICLE 7. TERMINATION 22 7.1 Termination of Agreement 22 7.2 Effect of Termination 23 ARTICLE 8. INDEMNIFICATION 23 8.1 Survival of Representations and Warranties 23 8.2 Indemnification by Seller 23 8.3 Indemnification by Buyer 24 8.4 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization of Indemnification Payments 25 8.7 Remedies; Exclusive Remedy 25 ARTICLE 9. MISCELLANEOUS 26 9.1 No Third-Party Beneficiaries 26 9.2 Entire Agreement 26 9.3 Succession and Assignment 26 9.4 Counterparts 26 9.5 Headings 26 9.6 Notices 26 9.7 Governing Law 27 9.8 Waiver of Jury Trial 28 27 9.9 Amendments and Waivers 28 9.10 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 Specific Performance 29 9.14 Construction 29 9.15 Incorporation of Exhibits 30 Exhibits Exhibit A Purchase Price Calculation Exhibit B Form of Assignment Agreement Exhibit C Form of Lock-up Agreement Exhibit D Form of Contribution Agreement PURCHASE AGREEMENT This Purchase Agreement is entered into on August 28, 2013, by and between GTIS LGI I LP, a Delaware limited partnership (“Seller”), and LGI Homes, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are referred to together herein as the “Parties.”

Conditions to Obligation to Close. 21 6.1 Conditions to Each Party’s Obligation 21 6.2 Additional Conditions to Buyer’s Obligation 21 6.3 Additional Conditions to Seller’s Obligation 22 ARTICLE 7. TERMINATION 22 7.1 Termination of Agreement 22 7.2 Effect of Termination 23 ARTICLE 8. INDEMNIFICATION 23 8.1 Survival of Representations and Warranties 23 8.2 Indemnification by Seller 23 8.3 Indemnification by Buyer 24 8.4 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization of Indemnification Payments 25 8.7 Remedies; Exclusive Remedy 25 ARTICLE 9. MISCELLANEOUS 26 9.1 No Third-Party Beneficiaries 26 9.2 Entire Agreement 26 9.3 Succession and Assignment 26 9.4 Counterparts 26 9.5 Headings 26 9.6 Notices 26 9.7 Governing Law 27 9.8 Waiver of Jury Trial 28 27 9.9 Amendments and Waivers 28 9.10 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 Specific Performance 29 9.14 Construction 29 9.15 Incorporation of Exhibits 30 Exhibits Exhibit A Purchase Price Calculation Exhibit B Form of Assignment Agreement Exhibit C Form of Lock-up Agreement Exhibit D Form of Contribution Agreement PURCHASE AGREEMENT This Purchase Agreement is entered into on August 28, 2013, by and between GTIS LGI LPGTAM Mallard LLC, a Delaware limited partnership liability company (“Seller”), and LGI Homes, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are referred to together herein as the “Parties.”

Conditions to Obligation to Close. 21 6.1 Conditions to Each Party’s Obligation 21 6.2 Additional Conditions to Buyer’s Obligation 21 6.3 Additional Conditions to Seller’s Obligation 22 ARTICLE 7. TERMINATION 22 7.1 Termination of Agreement 22 7.2 Effect of Termination 23 ARTICLE 8. INDEMNIFICATION 23 8.1 Survival of Representations and Warranties 23 8.2 Indemnification by Seller 23 8.3 Indemnification by Buyer 24 23 8.4 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization of Indemnification Payments 25 8.7 Remedies; Exclusive Remedy 25 ARTICLE 9. MISCELLANEOUS 26 27 9.1 No Third-Party Beneficiaries 26 27 9.2 Entire Agreement 26 27 9.3 Succession and Assignment 26 27 9.4 Counterparts 26 27 9.5 Headings 26 27 9.6 Notices 26 27 9.7 Governing Law 27 9.8 Waiver of Jury Trial 28 27 9.9 Amendments and Waivers 28 9.10 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 Specific Performance 29 28 9.14 Construction 29 9.15 Incorporation of Exhibits 30 Exhibits Exhibit A Purchase Price Calculation Exhibit B Form of Assignment Agreement Exhibit C Form of Lock-up Agreement Exhibit D Form of Contribution Agreement PURCHASE AGREEMENT This Purchase Agreement is entered into on August 28, 2013, by and between [NAME OF GTIS LGI LPENTITY], a Delaware limited partnership [partnership] [liability company] (“Seller”), and LGI Homes, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are referred to together herein as the “Parties.”

Conditions to Obligation to Close. 21 6.1 40 Section 7.01 Conditions to Obligations of Each Party’s Obligation 21 6.2 Party Under This Agreement 40 Section 7.02 Additional Conditions to Buyer’s Obligation 21 6.3 Obligations of Parent and Merger Sub 41 Section 7.03 Additional Conditions to Seller’s Obligation 22 Obligations of the Company 42 ARTICLE 7. 8 TERMINATION 22 7.1 43 Section 8.01 Termination of Agreement 22 7.2 43 Section 8.02 Effect of Termination 23 43 ARTICLE 8. 9 INDEMNIFICATION 23 8.1 44 Section 9.01 Indemnification of Parent by Resort to Escrow 44 Section 9.02 Indemnification by Parent 44 Section 9.03 Third Party Claims 44 Section 9.04 Payment of Claims 46 Section 9.05 Limitations on Indemnification 47 Section 9.06 Exclusive Remedy 47 Section 9.07 Effect of Insurance, Taxes and Other Recoveries 47 Section 9.08 No Double Recovery 48 Section 9.09 Survival of Representations Representations, Warranties and Warranties 23 8.2 Indemnification by Seller 23 8.3 Indemnification by Buyer 24 8.4 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization of Indemnification Payments 25 8.7 Remedies; Exclusive Remedy 25 Covenants 48 ARTICLE 9. 10 MISCELLANEOUS 26 9.1 49 Section 10.01 Expenses 49 Section 10.02 No Third-Party Beneficiaries 26 9.2 49 Section 10.03 Entire Agreement 26 9.3 49 Section 10.04 Incorporation of Exhibits and Schedules 49 Section 10.05 Succession and Assignment 26 9.4 50 TABLE OF CONTENTS (continued) Page Section 10.06 Counterparts 26 9.5 and Facsimile Signatures 50 Section 10.07 Headings 26 9.6 50 Section 10.08 Notices 26 9.7 50 Section 10.09 Governing Law 27 9.8 51 Section 10.10 Jurisdiction; Waiver of Jury Trial 28 9.9 51 Section 10.11 Amendments and Waivers 28 9.10 52 Section 10.12 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 52 Section 10.13 Construction 52 Section 10.14 Acknowledgements by Parent and Merger Sub 52 Section 10.15 Specific Performance 29 9.14 Construction 29 9.15 Incorporation of Exhibits 30 53 Exhibits Exhibit A Purchase Price Calculation Voting Agreement Exhibit B Form Articles of Assignment Incorporation of Surviving Corporation Exhibit C Bylaws of Surviving Corporation Exhibit D Escrow Agreement Exhibit C Form E Closing Promissory Note Exhibit F Letter of Lock-up Agreement Exhibit D Form of Contribution Agreement PURCHASE Transmittal AGREEMENT This Purchase Agreement AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on August 28as of November 15, 2013, 2007 by and between GTIS LGI LPamong (i) XxXxxxxx Xxxxxxx Inc., a Delaware limited partnership Virginia corporation (the “SellerCompany”), and LGI Homes, Inc.(ii) ManTech International Corporation, a Delaware corporation (“BuyerParent”), (iii) Spyglass Acquisition Corporation, a Virginia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and (iv) solely in the capacity as the Representative as specified in Section 2.10, Xxxxxxx Xxxxxx (the “Representative”). Seller Parent, Merger Sub and Buyer the Company are referred to together herein collectively as the “Parties” or individually as a “Party.”

Conditions to Obligation to Close. 21 6.1 32 8.1 Conditions to Each Party’s Obligation 21 6.2 Additional of Buyer 32 8.2 Conditions to Buyer’s Obligation 21 6.3 Additional Conditions to Seller’s Obligation 22 of Sellers 34 ARTICLE 7. TERMINATION 22 7.1 Termination of Agreement 22 7.2 Effect of Termination 23 IX: ESCROW 35 ARTICLE 8. X: INDEMNIFICATION 23 8.1 35 10.1 Survival of Representations and Warranties 23 8.2 35 10.2 Indemnification by Sellers and Seller 23 8.3 Parties 36 10.3 Indemnification by Buyer 24 8.4 and Parent 36 10.4 Payment 37 10.5 Survival of Representations, Warranties and Covenants; Time Limitations; Indemnity Periods 37 10.6 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization Amount of Indemnification Payments 25 8.7 Remedies; Liability 38 10.7 Third-Party Claims 38 10.8 Other Claims 40 10.9 Reduction by Insurance Proceeds 40 10.10 Exclusive Remedy 25 40 ARTICLE 9. MISCELLANEOUS 26 9.1 XI: GENERAL PROVISIONS 41 11.1 Expenses 41 11.2 Public Announcements 41 11.3 Notices 41 11.4 Governing Law 42 11.5 Dispute Resolution 42 11.6 Further Assurances 42 11.7 Waiver; Remedies Cumulative 43 11.8 Entire Agreement and Modification 43 11.9 Assignments, Successors and No Third-Party Beneficiaries 26 9.2 Entire Rights 43 11.10 Severability 43 11.11 Construction 43 11.12 Execution of Agreement 26 9.3 Succession and Assignment 26 9.4 Counterparts 26 9.5 Headings 26 9.6 Notices 26 9.7 Governing Law 27 9.8 Waiver 43 11.13 Time of Jury Trial 28 9.9 Amendments and Waivers 28 9.10 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 Specific Performance 29 9.14 Construction 29 9.15 Incorporation Essence 44 11.14 Preservation of Exhibits 30 Exhibits Electronic Materials 44 Exhibit A Purchase Price Calculation Xxxx of Sale and Assignments Exhibit B Form of Assignment Agreement Exhibit C Form of Lock-up Employment Documents Exhibit D Employment Arrangement with Xxx Xxxxxxx Exhibit E Assumption Agreement Exhibit D Form of Contribution Agreement F Draft Press Release Exhibit G Amendment to Real Estate Lease ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement”) is entered into on August 28July , 20132012, by and between GTIS LGI LP, a Delaware limited partnership (“Seller”), and LGI Homesamong PCTelWorx, Inc., a Delaware corporation (“Buyer”), Buyer’s parent company, PCTEL, Inc., a Delaware corporation, (“Parent”), and TelWorx Communications, LLC, a North Carolina limited liability company (“TelWorx”), TelWorx U.K. Limited, a company formed in the United Kingdom (“TelWorx UK”), TowerWorx LLC, an Oklahoma limited liability company (“TowerWorx”), and TowerWorx International, Inc., a North Carolina corporation (“TowerWorx Intl”) (collectively, the “Sellers”). Seller Buyer and Buyer Sellers are referred to together collectively herein as the “Parties” and individually herein as a “Party.” Xxx Xxxxxxx and Xxxxxx Xxxxxxx (“Seller Parties”) are additional Parties hereto for the limited purpose of Articles V and X below.

Conditions to Obligation to Close. 21 86 6.1 Conditions to Obligations of Each Party’s Obligation 21 Party to Effect the Merger 86 6.2 Additional Conditions to Buyer’s Obligation 21 Obligations of Parent and the Merger Subs 87 6.3 Additional Conditions to Seller’s Obligation 22 Obligations of the Company 90 TABLE OF CONTENTS (continued) Page ARTICLE 7. VII INDEMNIFICATION 91 7.1 Survival 91 7.2 Indemnification for Company Breaches 92 7.3 Indemnification Procedures for Third Party Claims 93 7.4 Indemnification Procedures for Inter-Party Claims 95 7.5 Certain Limitations 95 7.6 Indemnity Holdback Release 97 7.7 Exclusivity 98 7.8 Tax Treatment of Indemnity Payments 98 ARTICLE VIII TERMINATION 22 7.1 98 8.1 Termination of Agreement 22 7.2 98 8.2 Effect of Termination 23 99 8.3 Company Termination Fee 99 ARTICLE 8. INDEMNIFICATION 23 8.1 Survival of Representations and Warranties 23 8.2 Indemnification by Seller 23 8.3 Indemnification by Buyer 24 8.4 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization of Indemnification Payments 25 8.7 RemediesIX MISCELLANEOUS 100 9.1 Expenses 100 9.2 Specific Performance; Exclusive Remedy 25 ARTICLE 9. MISCELLANEOUS 26 9.1 Remedies 100 9.3 No Third-Party Beneficiaries 26 9.2 100 9.4 Entire Agreement 26 9.3 101 9.5 Succession and Assignment 26 9.4 Counterparts 26 9.5 101 9.6 Counterparts; Electronic Delivery 101 9.7 Headings 26 9.6 101 9.8 Notices 26 9.7 101 9.9 Governing Law 27 9.8 Waiver of Jury Trial 28 9.9 Law; Jurisdiction; WAIVER OF JURY TRIAL 102 9.10 Amendments and Waivers 28 9.10 103 9.11 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 103 9.12 Further Assurances 28 Disclosure Schedule 104 9.13 Specific Performance 29 Appointment of Seller Representative 104 9.14 Construction 29 Conflict of Interest 106 9.15 Incorporation of Exhibits 30 Exhibits Attorney-Client Privilege 106 EXHIBIT INDEX Exhibit A Purchase Price Calculation Form of Stockholder Written Consent Exhibit B Form of Assignment Restrictive Covenant Agreement Exhibit C Form of Lock-up Support Agreement Exhibit D Form Certificate of Contribution Incorporation of the First-Step Surviving Corporation Exhibit E Bylaws of the First-Step Surviving Corporation Exhibit F Certificate of Formation of the Surviving Entity Exhibit G Limited Liability Company Agreement PURCHASE of the Surviving Entity Exhibit H Payout Spreadsheet Exhibit I Equity Forfeiture Agreement Exhibit J Unaccredited Optionholders Exhibit K Non-Continuing Consultant Optionholders AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Purchase Agreement AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms herewith, this “Agreement”) is made and entered into on August 28as of December 20, 20132022 (the “Agreement Date”), by and between GTIS LGI LPamong: (i) ACELYRIN, INC., a Delaware corporation (“Parent”); (ii) WH1, Inc., a Delaware corporation and a wholly owned, direct subsidiary of Parent (“First Merger Sub”); (iii) WH2, LLC, a Delaware limited partnership liability company and a wholly owned, direct subsidiary of Parent (“SellerSecond Merger Sub” and with First Merger Sub, each a “Merger Sub” and together, the “Merger Subs”), and LGI Homes; (iv) ValenzaBio, Inc., a Delaware corporation (the “BuyerCompany”); and (v) solely in its capacity as the representative of the Sellers, Shareholder Representative Services LLC, a Colorado limited liability company (the “Seller Representative”). Seller and Buyer are referred to together Capitalized terms used herein have the meanings ascribed thereto in Article I or elsewhere in this Agreement as the “Parties.”identified in Article I.