Title to Shares. Palogic will obtain valid marketable title to the Company Shares, free and clear of any pledge, lien, security interest pertaining to the Company’s property, encumbrance, claim or equitable interest, or any liability to or claims of any creditor or beneficiary of the Company.

. Such Seller is the record and beneficial owner of the Shares set forth opposite such Seller’s name on [Schedule 2.3] of the Disclosure Schedules, free and clear of all Liens or any other restrictions on transfer other than restrictions on transfer arising under applicable federal and state securities Laws or the Contracts to be terminated pursuant to [Section 1.3(b)(iii)] of this Agreement. Such Seller has all requisite power and authority to sell, transfer, assign and deliver the Shares as provided herein and the other Transaction Documents to which such Seller is a party, and at the Closing, such Seller shall transfer to the Buyer good and marketable title to the Shares owned by such Seller, free and clear of all Liens or any other restrictions on transfer other than restrictions on transfer arising under applicable federal and state securities Laws. Other than this Agreement and the Contracts to be terminated at Closing pursuant to [Section 1.3(b)(iii)], such Shares are not subject to any voting trust agreement or any other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Shares.

Each Shareholder has the sole voting power and sole power of disposition with respect to all of the Shares held by such Shareholder with no limitations, qualifications or restrictions on such rights and powers. The Shares owned by each Shareholder will be transferred to Buyer pursuant to this Agreement, free and clear of any Liens. Each Shareholder is not subject to any agreements, arrangements, options, warrants, calls, rights, commitments or other restrictions relating to the sale, transfer, purchase, redemption or voting of its Shares. Each Shareholder does not own and is not entitled to receive any options, warrants or similar rights to purchase shares of capital stock or other securities of the Company.

Title to Shares. Stockholder is the record or beneficial owner of the Shares set forth opposite its name on [Exhibit A]. Stockholder has good title to his, her or its Stockholder Shares. Except as otherwise set forth in this Voting Agreement, Stockholder has, and will have at all times through the Closing Date, sole voting power (including the right to control such vote as contemplated herein), sole power of disposition and sole power to agree to all of the matters set forth in this Voting Agreement, in each case with respect to all of its Stockholder Shares.

Title to Company Shares. Such Seller owns of record and beneficially the Company Shares as set forth next to such Seller’s name on [Schedule 2.2(a)]; and except as otherwise set forth on [Schedule 2.2(a)], such Company Shares represent all of the issued and outstanding capital stock or other Equity Equivalents of the Company owned by such Seller. Such Seller has good and valid title to such Company Shares, free and clear of all Liens and, at the Closing, such Seller will deliver to Buyer good and valid title to such Company Shares, free and clear of all Liens.

Title to Sale Shares. Each Seller # is the record and legal owner of the Sale Shares as set forth on Exhibit A-11], # has full power, right, and authority, and any approval required by Law, where applicable, to make and enter into this Agreement and to sell, transfer, assign, convey and deliver the Sale Shares to the Buyer, and # has good and marketable title to such Sale Shares free and clear of all Liens. Upon the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof, at the Closing, the Buyer will acquire good and valid title to the Sale Shares free and clear of any and all Liens.

Delivery of Shares. The Company’s obligation to deliver shares upon the vesting of the Performance Units shall be subject to applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations.

Delivery of Shares. Notwithstanding anything to the contrary herein, JPMorgan may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date.

Delivery of Shares. Except as provided in [Section 4(a)], Shares shall be delivered on the Delivery Date. If the Delivery Date falls on a day in which the NASDAQ Global Select Market is not open for active trading, the Delivery Date will fall on the next active trading day. An active trading day is defined as a day in which the NASDAQ Global Select Market is open for trading, excluding after hours trading. Once a Share is delivered with respect to a vested Restricted Stock Unit, such vested Restricted Stock Unit shall terminate and the Company shall have no further obligation to deliver Shares or any other property for such vested Restricted Stock Unit.

Delivery of Shares. Unless otherwise provided herein, each vested TRSUs shall be settled within sixty (60) days following each applicable Vesting Date. The TRSUs shall be settled by delivering to the Participant the number of shares of Common Stock that correspond to the number of TRSUs that have become vested on the applicable Vesting Date, less any shares of Common Stock or any amount withheld by the Company pursuant to Section 9 hereof.