Ownership. The Holder has, with respect to the Covered Securities, and at all times during the term of this Agreement will continue to have, Beneficial Ownership of, good and valid title to and full and exclusive power to vote, issue instructions with respect to the matters set forth in ‎Article III, agree to all of the matters set forth in this Agreement and, subject to the limitations contained in this Agreement, to Transfer the Covered Securities. The Covered Securities constitute all of the shares of Company Common Stock and Convertible Notes owned of record or Beneficially Owned by the Holder as of the date hereof, and all of the Covered Securities are held by the Holder free and clear of all Encumbrances, other than Encumbrances arising under the Company Documents. Other than this Agreement and Encumbrances arising under the Company Documents, # there are no agreements or arrangements of any kind, contingent or otherwise, to which the Holder is a party obligating the Holder to Transfer or cause to be Transferred to any Person any of the Covered Securities and # no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Covered Securities.