Page 13 of 20 – SEC Filing
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller hereby represents and warrants to the Purchaser as follows:
Section 2.1 Authority and Approvals. Such Seller has the power and authority to enter into and perform its obligations under this
Agreement, and all action necessary on their respective parts to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction has been duly and validly taken. The Agreement has been duly and validly
executed and delivered by such Seller. Assuming this Agreement constitutes a valid and binding agreement of the Purchaser, this Agreement constitutes a valid and binding agreement of such Seller, enforceable against such Seller in accordance with
its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors rights generally, and as limited by laws
relating to the availability of a specific performance, injunctive relief, or other equitable remedies. The Shares are duly authorized, validly issued, fully paid and non-assessable. Assuming the accuracy of the representations and warranties of the
Purchaser in this Agreement, the Shares will be transferred in compliance in all material respects with all applicable federal and state securities laws and the rules.
Section 2.2 The Shares. Such Seller is the sole record and beneficial owner of the Shares set forth opposite such Sellers
name on Annex I to this Agreement. Except for this Agreement, there is no agreement, arrangement or understanding with any other Person regarding the sale or transfer of any of such Sellers Shares, and there exist no Liens, options,
proxies or voting agreements of any kind affecting such Shares, other than (i) any restrictions on transfer that may be imposed by the Securities Act, and (ii) the provisions of Article 6 (Restrictions on Transfer) set forth in that
certain Amended and Restated Shareholders Agreement, dated December 15, 2016, to which each Seller is a party (the Shareholders Agreement), which provisions have been satisfied or waived in full or otherwise
rendered inapplicable to the Transaction. There are no preemptive or similar rights associated with such Shares or the Class A Shares that would be implicated in connection with the Transaction. Upon transfer of such Shares to the Purchaser at
the Closing against payment of the Purchase Price, the Purchaser will acquire ownership of such Shares, free and clear of all Liens other than any restrictions on transfer that may be imposed by the Securities Act.
Section 2.3 Investment Purpose. Such Seller represents that it is selling such Shares, as principal, for its own account and not
as a broker or agent for another party, and not in connection with a distribution of the Shares within the meaning of the Securities Act.
Section 2.4 No General Solicitation. Such Seller acknowledges that (a) at no time have they presented the Purchaser with or
solicited the Purchaser through any publicly issued or circulated newspaper, mail, radio, television or other form of general advertisement or solicitation in connection with the sale and transfer of the Shares; (b) the Purchase Price was
determined through private arms length negotiations between the Purchaser and such Seller, and neither the Purchaser nor such Seller is under any obligation or compulsion to enter into this Agreement; and (c) the Purchaser has not
required such Seller, as a condition to entering into this Agreement, to sell a particular number of Class A Shares.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller hereby represents and warrants to the Purchaser as follows:
Section 2.1 Authority and Approvals. Such Seller has the power and authority to enter into and perform its obligations under this
Agreement, and all action necessary on their respective parts to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction has been duly and validly taken. The Agreement has been duly and validly
executed and delivered by such Seller. Assuming this Agreement constitutes a valid and binding agreement of the Purchaser, this Agreement constitutes a valid and binding agreement of such Seller, enforceable against such Seller in accordance with
its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors rights generally, and as limited by laws
relating to the availability of a specific performance, injunctive relief, or other equitable remedies. The Shares are duly authorized, validly issued, fully paid and non-assessable. Assuming the accuracy of the representations and warranties of the
Purchaser in this Agreement, the Shares will be transferred in compliance in all material respects with all applicable federal and state securities laws and the rules.
Section 2.2 The Shares. Such Seller is the sole record and beneficial owner of the Shares set forth opposite such Sellers
name on Annex I to this Agreement. Except for this Agreement, there is no agreement, arrangement or understanding with any other Person regarding the sale or transfer of any of such Sellers Shares, and there exist no Liens, options,
proxies or voting agreements of any kind affecting such Shares, other than (i) any restrictions on transfer that may be imposed by the Securities Act, and (ii) the provisions of Article 6 (Restrictions on Transfer) set forth in that
certain Amended and Restated Shareholders Agreement, dated December 15, 2016, to which each Seller is a party (the Shareholders Agreement), which provisions have been satisfied or waived in full or otherwise
rendered inapplicable to the Transaction. There are no preemptive or similar rights associated with such Shares or the Class A Shares that would be implicated in connection with the Transaction. Upon transfer of such Shares to the Purchaser at
the Closing against payment of the Purchase Price, the Purchaser will acquire ownership of such Shares, free and clear of all Liens other than any restrictions on transfer that may be imposed by the Securities Act.
Section 2.3 Investment Purpose. Such Seller represents that it is selling such Shares, as principal, for its own account and not
as a broker or agent for another party, and not in connection with a distribution of the Shares within the meaning of the Securities Act.
Section 2.4 No General Solicitation. Such Seller acknowledges that (a) at no time have they presented the Purchaser with or
solicited the Purchaser through any publicly issued or circulated newspaper, mail, radio, television or other form of general advertisement or solicitation in connection with the sale and transfer of the Shares; (b) the Purchase Price was
determined through private arms length negotiations between the Purchaser and such Seller, and neither the Purchaser nor such Seller is under any obligation or compulsion to enter into this Agreement; and (c) the Purchaser has not
required such Seller, as a condition to entering into this Agreement, to sell a particular number of Class A Shares.
4
