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Title. Each Seller has good and valid title to the Transferred Shares set forth on Exhibit A hereto opposite its name and has not entered into any arrangement or agreement to transfer, assign or otherwise subject such Transferred Shares to any Encumbrances in any manner. Upon the consummation of the transactions contemplated hereby, the Company shall have good and valid title to such Seller’s Transferred Shares free and clear of any Encumbrances other than those provided for by applicable securities Laws.

Title.Purchase and Sale of the Transferred Shares. Each Seller, severally and not jointly, and the Company hereby agree that, on the Sale Closing Date (as defined in Section 2), each Seller has goodshall sell and valid titleconvey to the Company, and the Company shall purchase and acquire from each Seller, all of the Transferred Shares set forth on Exhibit A hereto opposite its namehereto, including all of each Seller’s right, title and has not entered into any arrangement or agreement to transfer, assign or otherwise subject such Transferred Shares to any Encumbrances in any manner. Upon the consummation of the transactions contemplated hereby, the Company shall have goodinterest therein and valid title to such Seller’s Transferred Sharesthereto), free and clear of any Encumbrancesmortgages, liens, pledges, charges, security interests, title retention agreements, options, or equity or other than those providedadverse claims (“Encumbrances”), in exchange for by applicable securities Laws.the Purchase Price.

Title. Each Seller has good and valid title to the Transferred Shares set forth on Exhibit A hereto opposite its name[and the Transferred Dutch Shares] and has not entered into any arrangement or agreement to transfer, assign or otherwise subject suchthe Transferred Shares [and the Transferred Dutch Shares] to any Encumbrances in any manner. Upon the consummation of the transactions contemplated hereby, the Company shall have good and valid title to such Seller’sthe Transferred Shares [and [[Organization A:Organization]] Lux shall have good and valid title to the Transferred Dutch Shares, in each case,] free and clear of any Encumbrances other than those provided for by applicable securities Laws.

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