Contract analysis

1. Ownership. The submitting holder is the registered owner of, or the duly authorized representative of the registered owner of, the Shares being surrendered pursuant to this Letter of Transmittal, and has full legal and beneficial ownership of such Shares.

2. Authority. The submitting holder has full power, authority, and legal capacity to surrender, sell, assign, and transfer the Shares tendered hereby and to execute, deliver, and perform this Letter of Transmittal, and has taken all action necessary to authorize such surrender, sale, assignment, and transfer.

3. Good Title; No Encumbrances. The Shares being surrendered are hereby transferred free and clear of all liens, pledges, hypothecations, claims, charges, security interests, encumbrances, equities, options, restrictions, rights of first refusal, and adverse claims of any kind or nature whatsoever (collectively, "Encumbrances"), and no person or entity other than the submitting holder has any right, title, or interes

4. Acquisition of Title. When the Shares surrendered hereby are accepted for exchange by the Exchange Agent, the surviving entity and Parent will acquire good, marketable, and unencumbered title thereto, free and clear of all Encumbrances, with full right of transfer.

5. Further Assurances. The submitting holder will, upon request of the Exchange Agent, the surviving entity, or Parent, execute and deliver any additional documents, instruments, or assurances deemed necessary or desirable to complete the exchange of the Shares for the Merger Consideration and to vest in the surviving entity and Parent good and marketable title to the Shares, free and clear of all Encumbrances.

6. No Appraisal Election. The submitting holder has not elected to exercise, or has effectively withdrawn any election to exercise, appraisal or dissenter's rights under Section 262 of the DGCL with respect to the Shares being surrendered pursuant to this Letter of Transmittal. The submitting holder acknowledges that, by surrendering Shares pursuant to this Letter of Transmittal, the submitting holder is irrevocably