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goodstanding in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. WESTN240047077.6 2 EFTA00289692 3.2 Corporate Power. The Company has all requisite corporate power to enter into this Agreement, the Rights Agreement, the Voting Agreement and the Co-Sale Agreement to
uant to an exercise of an option as set forth on Exhibit C), which waiver may be given by written communication to the Company or its counsel: 5.1 Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall have been true and correct in all material respects when m
, the Company hereby represents and warrants to each Purchaser as of the date of this Agreement as set forth below. 3.1 Organization and Standing; Corporate Power. The Company is a corporation duly organized and existing under the laws of the State of California and is in good standing under such laws. The Co
gation to issue and sell the Shares at each Closing is subject to the satisfaction, on or prior to such Closing, of the following conditions: (a) Representations and Warranties True. The representations and warranties in Section 4 made by those Purchasers acquiring Shares hereof shall be true and correct in all material respect
goodstanding in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. WESTN240047077.6 2 EFTA00289561 3.2 Corporate Power. The Company has all requisite corporate power to enter into this Agreement, the Rights Agreement, the Voting Agreement and the Co-Sale Agreement to
uant to an exercise of an option as set forth on Exhibit C), which waiver may be given by written communication to the Company or its counsel: 5.1 Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall have been true and correct in all material respects when m
Entities connected to both Corporate Power and Representations and Warranties True

Samantha Power
PERSONthe State of California
LOCATION
Eric Holder
PERSONthe Securities and Exchange Commission
ORGANIZATIONthe State of New York
LOCATIONSouthern Trust Company
ORGANIZATIONNon-Disclosure
ORGANIZATIONJonathan Leitersdorf
PERSONthe Board of Directors of
ORGANIZATION
Tom Glocer
PERSONFirst Refusal
ORGANIZATIONthe Restated Certificate
ORGANIZATIONCo-Sale
ORGANIZATIONEast Palo Alto
LOCATIONRichard Kirshenbaum
PERSONAdFin Solutions
ORGANIZATIONClosing Documents
ORGANIZATIONan Assignment of Inventions
ORGANIZATIONNon-Compete Agreement
ORGANIZATIONthe Disclosure Schedule
ORGANIZATION