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icles as in effect at the time of the Closing, (ii) the Company's Bylaws as in effect at the time of the Closing, and (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby. 5. 1272863 v2iSF EFTA00585589 (e) Blue Sky. The Company shall have obtained all necessary "b
isions of this Agreement, the Purchaser will acquire valid marketable title to the Shares, free and clear of any Encumbrances other than pursuant to the Transfer Restrictions, the Fourth Amended and Restated Voting Agreement, dated June 16, 2011, the Sixth Amended and restated Investor Rights Agreement, dated June 16, 20
icles as in effect at the time of the Closing, (ii) the Company's Bylaws as in effect at the time of the Closing, and (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby. (e) Blue Sky. The Company shall have obtained all necessary "blue sky" permits and qualificatio
sions of this Agreement, the Purchaser will acquire valid marketable title to the Shares, free and clear of any Encumbrances other than pursuant to the Transfer Restrictions, the Fourth Amended and Restated Voting Agreement, dated June 16, 2011, the Sixth Amended and restated Investor Rights Agreement, dated June 16, 20
icles as in effect at the time of the Closing, (ii) the Company's Bylaws as in effect at the time of the Closing, and (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby. (e) Blue Sky. The Company shall have obtained all necessary "blue sky" permits and qualificatio
sions of this Agreement, the Purchaser will acquire valid marketable title to the Shares, free and clear of any Encumbrances other than pursuant to the Transfer Restrictions, the Fourth Amended and Restated Voting Agreement, dated June 16, 2011, the Sixth Amended and restated Investor Rights Agreement, dated June 16, 20
Entities connected to both the Board of Directors and the Transfer Restrictions

Samantha Power
PERSONthe State of California
LOCATIONALIPHCOM
ORGANIZATIONthe County of San Francisco
LOCATIONRepresentations and Warranties True
ORGANIZATIONCalifornia Street
ORGANIZATIONCooley LLP
ORGANIZATIONRequisite Power and Authority
ORGANIZATIONOwn Account
ORGANIZATIONLegal Investment
ORGANIZATIONNo Broker-Dealer
ORGANIZATIONCalifornia Corporate Securities Law
ORGANIZATIONdaly-August
ORGANIZATION