Common use of Title to Shares Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Title to Shares. The Selling Stockholder hasSuch Shareholder has good and valid title to and is the lawful holder of record and beneficial owner of the number of Company Shares set forth opposite the name of such Shareholder in Schedule I to this Agreement under the heading "Company Shares", (and as of the Closing will have good and valid title to, and will have, be the legal and beneficial owner of such Company Shares and all other shares of the Company owned by such Shareholder immediately prior to Closing) in each case free and clear of any and all Encumbrances of any nature whatsoever. The delivery by such Shareholder of share transfer deeds duly executed, to the Closing Date or Purchaser pursuant to Section 2.03(a) above, together with a resolution of the Additional Closing DateCompany's Board of Directors approving such transfer of shares and registering the transfer in the Company's Register of Members, as the case may bewill transfer legal, good, valid and full title to and the legal and beneficial ownership of said Company Shares and any additional Company Shares issued to be sold at such Shareholder on the Closing Date exercise of the Company Option or Company Warrants to the Additional Closing Date, as the case may be, by the Selling Stockholder hereunderPurchaser, free and clear of all liensany Encumbrances of any nature whatsoever. Except as set forth in the Charter, encumbrancesBylaws, equities Company Warrants and the Company Option Plans, there are no (i) outstanding options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or adverse claims, and all authorization and approval required by law, other similar Contracts relating to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shareholder's Company Shares, as directed by the Representatives(ii) outstanding stock appreciation, to Cede & Co. (“Cede”) phantom stock, profit participation or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives similar rights with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occurShareholder's Company Shares, (xiii) voting trusts, proxies, or other Contracts or understandings with respect to the voting of such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable lawShareholder's Company Shares, (yiv) DTC will be registered as a “clearing corporation” within transfer restrictions with respect to such Shareholder's Company Shares, or (v) Actions pending or, to the meaning knowledge of Section 8-102 such Shareholder, threatened or anticipated, which, if determined adversely to such Shareholder, would enjoin, restrict or prohibit the transfer of all or any part of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCCompany Shares as contemplated by this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Title to Shares. The Selling Stockholder hasauthorized capital stock of the Company consists solely of 50,000 shares of common stock, of which (i) 16,667 shares are issued and will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, outstanding and owned of record and beneficially by the Selling Stockholder hereunderSellers (i.e., the Outstanding Shares) and (ii) 33,333 shares are issued but held by the Company as treasury shares (the "Treasury Stock" and, collectively, with the Outstanding Shares, the "Issued Shares"). All of the Issued Shares have been duly authorized and are validly issued, fully paid and non-assessable. The Company holds the Treasury Stock free and clear of all liens, encumbrancessecurity interests, equities or adverse pledges, mortgages, charges, limitations, claims, restrictions, rights of first refusal, rights of first offer, rights of first negotiation or other encumbrances of any kind or nature whatsoever (collectively, "Encumbrances"), given the effect of the Consent and Release Agreement. On the Closing Date, after giving effect to the redemption of the Redemption Shares by the Company, (1) 15,108 shares will be issued and outstanding and owned of record and beneficially by the Sellers (i.e., the Shares) and (2) 34,892 shares will be issued but held by the Company as treasury shares, free and clear of all authorization Encumbrances. There are no securities outstanding convertible into, exchangeable for or carrying the right to acquire equity securities of the Company, or subscriptions, warrants, options, rights, calls, agreements, demands or other arrangements or commitments of any character obligating the Company to issue or dispose of any of its equity securities or any ownership interests therein or otherwise relating to the capital stock of the Company. The sale and approval required by law, to enter into this Agreement and to sell, transfer and deliver delivery of the Shares to be sold Buyer pursuant to Article 1 hereof will vest in Buyer legal and valid title to the Shares, free and clear of any and all Encumbrances, other than Encumbrances created by Buyer. The sale and delivery of the Redemption Shares to the Company pursuant to Section 3.15 hereof will vest in the Company legal and valid title to the Redemption Shares, free and clear of any and all Encumbrances, other than Encumbrances created by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Representatives, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (B) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares. The Selling Stockholder hasSuch Seller is the sole owner of, and will havehas good, immediately prior to valid and marketable title to, the Closing Date Shares (or the Additional Closing Date, right to acquire such Shares) as the case set forth on Exhibits C and C1 hereto (all of a portion of which may be, valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunderheld in a brokerage account), free and clear of all liensany lien, encumbrancespledge, equities claim, security interest, encumbrance or adverse claimscharge of any kind (together, and all authorization and approval required “Lien”), other than Permitted Liens (as defined below). Other than as contemplated by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Stockholder; and, upon payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery the Sellers shall not sell, assign, or otherwise transfer all or any portion of such their right, title and interest in and to the Shares, as directed by or create, incur, assume or permit to exist any Lien on the RepresentativesShares other than the Permitted Liens. For purposes of this Agreement, to Cede & Co. “Permitted Liens” shall mean (“Cede”i) or such other nominee as restrictions on transfer that may be designated imposed by applicable securities law, (ii) the Depository Trust Company terms and conditions of any standard brokerage account pursuant to which the Shares are held, (“DTC”iii) to the extent applicable, the restrictions set forth in the May SPA (as defined in Section 4.7), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Representatives (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares)), (A) under Section 8-501 of the UCC, the Representatives will acquire a valid security entitlement in respect of such Shares and (Biv) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Representatives with respect to the Option Shares the terms and conditions of the applicable stock option agreement and associated equity incentive plan pursuant to which such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery shares are subject and crediting occur, will be issued. The “Closing Permitted Liens” shall include the Permitted Liens other than the Permitted Liens set forth in clauses (xii) such Shares will have been registered in the name definition thereof. The Shares, when delivered hereunder, shall be delivered free and clear of Cede or another nominee designated by DTC, in each case on all Liens other than the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Representatives on behalf of the several Underwriters on the records of DTC will have been made pursuant to the UCCClosing Permitted Liens.

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

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

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

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

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

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

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

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

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

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

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

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

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

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