Common use of Representations and Warranties of Each Shareholder Clause in Contracts

Representations and Warranties of Each Shareholder. Each Shareholder represents and warrants to the Company and Parent as follows: (a) such Shareholder has full legal right and capacity to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (b) this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (c) assuming the due authorization, execution and delivery by the Company and Parent, this Agreement constitutes the valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in law or equity), (d) the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Laws or Contract binding upon Shareholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect, (e) as of the date hereof, such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares, (f) as of the date hereof, such Shareholder beneficially owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities Laws) and has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and no Person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Existing Shares and (g) no Affiliate of such Shareholder owns (beneficially or otherwise) any equity securities of Parent or the Company, except as listed on Schedule A.

Representations and Warranties of Each Shareholder. (a) Each Shareholder represents and warrants to the Company and Parent as follows: (ai) such Shareholder has full legal right and capacity to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (bii) this Agreement has been duly executed and delivered by such Shareholder and and, to the extent the Shareholder is not an individual person, the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (ciii) assuming the due authorization, execution and delivery by the Company and Parent, this Agreement constitutes the valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in law Law or equity), (div) the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Laws or Contract agreement binding upon such Shareholder or the Existing its Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform filings under the HSR Act or comply with its obligations under this Agreement in any material respectcompetition, antitrust and investment laws or regulations of foreign jurisdictions, (ev) as of the date hereof, such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing its Shares, (fvi) as of the date hereof, except as otherwise provided by this Agreement or the Voyager Voting Agreement or under applicable federal or state securities laws, such Shareholder beneficially owns the Existing its Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities Laws) Encumbrance and has sole voting power with respect to the Existing such Shares and sole power of disposition with respect to all of the Existing such Shares, and no Person person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Existing such Shares and (gvii) no Affiliate of such Shareholder owns (does not beneficially or otherwise) own any equity securities shares of Parent or the Company, except as listed on Schedule A.Voyager Capital Stock other than its Shares.

Representations and Warranties of Each Shareholder. Each Shareholder hereby represents and warrants to the Company Parent, severally for itself only and Parent as follows: not jointly, that such Shareholder (a) such Shareholder has full legal right and the capacity to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder Agreement and to consummate the transactions contemplated hereby, (b) this Agreement has been duly and validly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (c) assuming the due authorization, execution and delivery by the Company and Parent, this Agreement constitutes the a legal, valid and binding agreement obligation of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other similar Laws laws affecting the creditors’ rights of creditors generally and the availability of by general equitable remedies principles (regardless of whether such enforceability is considered in a proceeding in law equity or equityat law), (c) is the owner of the Shareholder’s Company Shares set forth on Schedule A, free and clear of any Liens, and has the sole right to vote the Shareholder’s Company Shares, and none of such Company Shares is subject to any voting trust or other agreement, arrangement or restriction that would limit the ability of the Shareholder to perform under this Agreement, (d) has received a copy of the Merger Agreement, (e) has been afforded an opportunity to ask questions of and receive answers from the Company’s officers about the Company, Parent, the Merger Agreement and the Merger, and all records, books and other documents and information pertaining to the Company, Parent, the Merger Agreement and the Merger such Shareholder has requested from the Company have been delivered or made available, and (f) waives any or all rights, if any, to receive any advance notice of the Merger or the subject matter hereof (including any right to receive any material otherwise required to be included in or with any such notice). In addition, each Shareholder hereby represents and warrants to the Parent, severally for itself only and not jointly, that neither the execution and delivery of this Agreement by such Shareholder does notAgreement, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Laws or Contract binding upon Shareholder or the Existing Shareshereby, nor require any authorizationthe performance of the Shareholder’s obligations hereunder, consent will (i) result in a violation or approval breach of, or filing withconstitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, any Governmental Authoritycancellation, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations acceleration) under this Agreement in any material respectcontract, (e) as agreement, instrument, commitment, arrangement or understanding to which the Shareholder is a party, or result in the creation of the date hereofa security interest, such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shareslien, (f) as of the date hereofcharge, such Shareholder beneficially owns the Existing Shares free and clear of any proxyencumbrance, voting restriction, adverse equity or claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities Laws) and has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shareholder’s Company Shares, and no Person (ii) require any material consent, authorization or approval of any person other than such a governmental entity, or (iii) violate or conflict with any writ, injunction or decree applicable to the Shareholder has any right to direct or approve the voting or disposition of any of the Existing Shares and (g) no Affiliate of such Shareholder owns (beneficially or otherwise) any equity securities of Parent or the Company, except as listed on Schedule A.Shareholder’s Company Shares.

Representations and Warranties of Each Shareholder. Each Shareholder represents and warrants to the Company and Parent as follows: (a) such Shareholder has full legal right and capacity to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (b) this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (c) assuming the due authorization, execution and delivery by the Company and Parent, this Agreement constitutes the a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in law or equity)Enforceability Exceptions, (d) except in respect of the Transfer rights and obligations expressly contemplated under the terms of the SPA (but subject to the restrictions set forth in Section 1.3 hereof), the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Laws applicable Law or Contract agreement binding upon such Shareholder or the Existing such Shareholder’s Subject Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder Shareholder, or as would not impact such Shareholder’s ability to perform or comply with its or his obligations under this Agreement in any material respectAgreement, (e) as of the date hereof, such Shareholder beneficially owns (as is the record and/or beneficial owner of such term is used in Rule 13d-3 of the Exchange Act) the Existing Shareholder’s Subject Shares, (f) as of the date hereof, other than for the voting obligations set forth in the Voting Agreement dated November 17, 2020 (as amended and restated on September 13, 2022) (the “Voting Agreement”), such Shareholder beneficially owns is the Existing record and/or beneficial owner of such Shareholder’s Subject Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or Agreement, under applicable federal or state securities Lawslaws or pursuant to any written policies of the Company with respect to the trading of securities in connection with inxxxxx xxxxxxx xestrictions, applicable securities laws and similar considerations) and has sole voting power with respect to the Existing such Shareholder’s Subject Shares and sole power of disposition with respect to all of the Existing such Shareholder’s Subject Shares, and no Person person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Existing Shares and such Shareholder’s Subject Shares, (g) no Affiliate nothing in the Voting Agreement will impede in any way the ability of such Shareholder owns to execute or deliver this Agreement or to perform any of its obligations under this Agreement and (beneficially h) as of the date hereof, there is no action, proceeding, litigation or otherwise) investigation involving such Shareholder that relates to this Agreement or any equity securities of Parent or the Company, except as listed on Schedule A.Transactions.