3. Representations, Warranties, and Covenants of the
Shareholder. The Shareholder hereby represents, warrants, and covenants to Parent as follows:
(a) Except as
otherwise described in Appendix A, (i) the Shareholder is the record or beneficial owner of, and has good and valid title to, the Shares, free and clear of any and all pledges, liens, security interests, mortgages,
claims, charges, restrictions, options, title defects, or encumbrances, and (ii) the Shareholder has the sole right to vote the Shares, with no restrictions, limitations, or qualifications on the Shareholders rights of disposition
pertaining to the Shares, except as provided herein. The Shareholder does not own, of record or beneficially, any shares of capital stock of the Company other than (i) the Shares and (ii) the number of options, Company Warrants, restricted
stock awards, or other rights to acquire any additional shares of Company Voting Common Stock or any security exercisable for or convertible into shares of Company Voting Common Stock, if any, set forth on Appendix A under
the heading Total number of Options (collectively, the Options).
(b) Other than
pursuant to this Agreement or with Parents prior written consent, from the date hereof through and including the Expiration Date, the Shareholder shall not, directly or indirectly, (i) sell, transfer, pledge, assign, or otherwise dispose
of (including by gift) (collectively, Transfer), or enter into any contract, agreement, option, or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares or Options to any person
(other than pursuant to the First-Step Merger), or (ii) enter into any voting arrangement, whether by proxy, voting agreement, or otherwise, with respect to any Shares, and shall not commit or agree to take any of the foregoing actions. The
Shareholder shall not, nor shall the Shareholder permit any entity under the Shareholders control to, deposit any Shares in a voting trust. This Section 3(b) shall not prohibit a Transfer of the Shares or the Options
by the Shareholder (i) to any member of the Shareholders immediate family, or to a trust for the benefit of the Shareholder or any member of the Shareholders immediate family, or upon the death of the Shareholder, provided, that a
Transfer referred to in this paragraph shall be permitted if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreement or (ii) by operation of law, in which case this Agreement shall
bind each transferee. Any Transfer in violation of the terms of this Section 3(b) shall be void and of no effect.
(c) The Shareholder has full power and authority (and, if the Shareholder is an individual, legal capacity) to execute
and deliver this Agreement, to perform its obligations hereunder, and to vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other person or entity (including
any Governmental Entity), except, in each case, as otherwise disclosed on Appendix A.
(d) This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes the valid and
binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by the Enforceability Exceptions. The execution and delivery of this Agreement by the Shareholder does not, and the
performance of the Shareholders obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate,
amend, accelerate, or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other
instrument or obligation to which the Shareholder is a party or by which the Shareholder or the Shares are or will be bound or affected, or any Law to which the Shareholder is subject or bound, or, in the event that the Shareholder is not a natural
person, any charter, bylaw, trust agreement, or other organizational document (each as amended from time to time) of the Shareholder.
(e) No consent, approval, or authorization of, or designation, declaration, or filing with, any Governmental Entity or
other Person is required in connection with the valid execution and delivery of this Agreement, except as otherwise disclosed on Appendix A. If the Shareholder is married and the Shares constitute community property, or
spousal approval is otherwise necessary for the Shareholder to enter into and perform his
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