Common use of Covenants and Warranties of Undersigned Clause in Contracts

Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that: (a) The Buyer and the Parent have informed the undersigned that the issuance of shares of the Parent's Stock will be registered under the 1933 Act on a Registration Statement on Form S-4, and that any distribution by the undersigned of the Parent's Stock has not been registered under the 1933 Act, and that the Parent's Stock received pursuant to the Merger can only be sold by the undersigned (i) following registration under the 1933 Act, or (ii) in conformity with the volume and other applicable requirements of Rules 144 or 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii) to the extent some other exemption from registration under the 1933 Act might be available. (b) The undersigned is aware that the Company, the Parent and the Buyer intend to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code, as amended (the "Code"), for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as the Company, the Parent and the Buyer for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the U.S. federal income tax regulations requires "continuity of interest" in order for the Merger to be treated as a tax-free reorganization under Section 368 of the Code. Continuity of interest may not be preserved if stock of an acquired company is disposed of before an acquisition to the acquired or acquiring company or to persons related to either the acquired or acquiring companies for consideration other than stock of the acquiring company, if a shareholder of the acquired company received certain distributions from the acquired company with respect to such shareholder's stock in connection with the acquisition, or if stock of the acquiring company issued in the Merger is disposed of in connection with the Merger to the acquiring company or to persons related to the acquiring company. Accordingly, the undersigned declares that in connection with the Merger (i) the undersigned has not and will not dispose of any of the stock of either the Company, the Parent or the Buyer to either the Company, the Parent or the Buyer (other than in exchange for the Merger Consideration), to a person related to the Company (within the meaning of Section 1.368-1(e)(1)(i)(sixth sentence) of the U.S. federal income tax regulations) or to a person related to the Buyer (within the meaning of Section 1.368-1(e)(3) of such regulations), (ii) the undersigned has not and will not receive any dividend or other distribution with respect to the stock of the Company attributable directly or indirectly to funds provided by the Parent or the Buyer, and (iii) the undersigned will not dispose of any stock of the Parent or the Buyer received in the Merger to the Parent or the Buyer or to a person related to the Parent or the Buyer within the meaning of Section 1.368-1(e)(3) of the U.S. federal income tax regulations.

Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that: (a) The Buyer PSS Common Stock received by the undersigned as a result of the Merger will be taken for his own account and the Parent have not for others, directly or indirectly, in whole or in part. (b) PSS has informed the undersigned that the issuance of shares of the Parent's Stock will be registered under the 1933 Act on a Registration Statement on Form S-4, and that any distribution by the undersigned of the Parent's PSS Common Stock has not been registered under the 1933 Act, Act and that the Parent's shares of PSS Common Stock received pursuant to the Merger can only be sold by the undersigned (i1) following registration under the 1933 Act, or (ii2) in conformity with the volume and other applicable requirements of Rules 144 or Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that PSS is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of PSS Common 2 Stock or to take any other action necessary to make compliance with an exemption from such registration available. (bc) During the 30 days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transfered, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of GSMS Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of GSMS held to approve the Merger. (d) The undersigned is aware that the Company, the Parent and the Buyer intend PSS intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code, as amended Code (the "Code"), ) for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as the Company, the Parent and the Buyer PSS for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the U.S. federal income tax regulations Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as a tax-free reorganization under Section 368 of the Code. Continuity of interest may not be preserved if stock of an acquired company This requirement is disposed of before an acquisition to the acquired or acquiring company or to persons related to either the acquired or acquiring companies for consideration other than stock of the acquiring companysatisfied if, if a shareholder of the acquired company received certain distributions from the acquired company with respect to such shareholder's stock in connection with the acquisition, or if stock of the acquiring company issued in the Merger is disposed of in connection with the Merger to the acquiring company or to persons related to the acquiring company. Accordingly, the undersigned declares that in connection with the Merger (i) the undersigned has not and will not dispose of any of the stock of either the Company, the Parent or the Buyer to either the Company, the Parent or the Buyer (other than taking into account those GSMS shareholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger Consideration)Merger, to a person related to there is no plan or intention on the Company (within the meaning of Section 1.368-1(e)(1)(i)(sixth sentence) part of the U.S. federal income tax regulations) GSMS shareholders to sell or to a person related to the Buyer (within the meaning of Section 1.368-1(e)(3) of such regulations), (ii) the undersigned has not and will not receive any dividend or other distribution with respect to the stock otherwise dispose of the Company attributable directly or indirectly PSS Common Stock to funds provided by the Parent or the Buyer, and (iii) the undersigned will not dispose of any stock of the Parent or the Buyer be received in the Merger that will reduce such shareholders' ownership to a number of shares having, in the aggregate, a value at the time of the Merger of less than 50% of the total fair market value of the GSMS Common Stock outstanding immediately prior to the Parent Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his PSS Common Stock to be received in the Buyer or Merger which would cause the foregoing requirement not to a person related to the Parent or the Buyer within the meaning of Section 1.368-1(e)(3) of the U.S. federal income tax regulationsbe satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that: (a) The Buyer SAB Common Stock received by the undersigned as a result of the Merger will be taken for his own account and the Parent have not for others, directly or indirectly, in whole or in part. (b) SAB has informed the undersigned that the issuance of shares of the Parent's Stock will be registered under the 1933 Act on a Registration Statement on Form S-4, and that any distribution by the undersigned of the Parent's SAB Common Stock has not been registered under the 1933 Act, act and that the Parent's shares of SAB Common Stock received pursuant to the Merger can only be sold by the undersigned (i) following 1)following registration under the 1933 Act, or (ii2) in conformity with the volume and other applicable requirements of Rules 144 or Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that SAB is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of SAB Common Stock. (bc) The undersigned is aware that the Company, the Parent and the Buyer intend SAB intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code, as amended Code (the "Code"), ) for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as the Company, the Parent and the Buyer SAB for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the U.S. federal income tax regulations Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as a tax-free reorganization under Section 368 of the Code. Continuity of interest may not be preserved if stock of an acquired company This requirement is disposed of before an acquisition to the acquired or acquiring company or to persons related to either the acquired or acquiring companies for consideration other than stock of the acquiring companysatisfied if, if a shareholder of the acquired company received certain distributions from the acquired company with respect to such shareholder's stock in connection with the acquisition, or if stock of the acquiring company issued in the Merger is disposed of in connection with the Merger to the acquiring company or to persons related to the acquiring company. Accordingly, the undersigned declares that in connection with the Merger (i) the undersigned has not and will not dispose of any of the stock of either the Company, the Parent or the Buyer to either the Company, the Parent or the Buyer (other than taking into account those PSB stockholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger Consideration)Merger, to a person related to there is no plan or intention on the Company (within the meaning of Section 1.368-1(e)(1)(i)(sixth sentence) part of the U.S. federal income tax regulations) PSB stockholders to sell or to a person related to the Buyer (within the meaning of Section 1.368-1(e)(3) of such regulations), (ii) the undersigned has not and will not receive any dividend or other distribution with respect to the stock otherwise dispose of the Company attributable directly or indirectly SAB Common Stock to funds provided by the Parent or the Buyer, and (iii) the undersigned will not dispose of any stock of the Parent or the Buyer be received in the Merger that will reduce such stockholders' ownership to a number of shares having, in the aggregate, a value at the time of the merger of less than 50% of the total fair market value of the PSB Common Stock outstanding immediately prior to the Parent Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his SAB Common Stock to be received in the Buyer or Merger which would cause the foregoing requirement not to a person related to the Parent or the Buyer within the meaning of Section 1.368-1(e)(3) of the U.S. federal income tax regulationsbe satisfied.

Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that: (a) The Buyer PSS Common Stock received by the undersigned as a result of the Merger will be taken for his own account and the Parent have not for others, directly or indirectly, in whole or in part. (b) PSS has informed the undersigned that the issuance of shares of the Parent's Stock will be registered under the 1933 Act on a Registration Statement on Form S-4, and that any distribution by the undersigned of the Parent's PSS Common Stock has not been registered under the 1933 Act, Act and that the Parent's shares of PSS Common Stock received pursuant to the Merger can only be sold by the undersigned (i1) following registration under the 1933 Act, or (ii2) in conformity with the volume and other applicable requirements of Rules 144 or Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that PSS is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of PSS Common 2 Stock or to take any other action necessary to make compliance with an exemption from such registration available. (bc) During the 30 days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transferred, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of GSMS Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of GSMS held to approve the Merger. (d) The undersigned is aware that the Company, the Parent and the Buyer intend PSS intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code, as amended Code (the "Code"), ) for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as the Company, the Parent and the Buyer PSS for federal income tax purposes. The undersigned acknowledges that Section 1.368-1.368- 1(b) of the U.S. federal income tax regulations Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as a tax-free reorganization under Section 368 of the Code. Continuity of interest may not be preserved if stock of an acquired company This requirement is disposed of before an acquisition to the acquired or acquiring company or to persons related to either the acquired or acquiring companies for consideration other than stock of the acquiring companysatisfied if, if a shareholder of the acquired company received certain distributions from the acquired company with respect to such shareholder's stock in connection with the acquisition, or if stock of the acquiring company issued in the Merger is disposed of in connection with the Merger to the acquiring company or to persons related to the acquiring company. Accordingly, the undersigned declares that in connection with the Merger (i) the undersigned has not and will not dispose of any of the stock of either the Company, the Parent or the Buyer to either the Company, the Parent or the Buyer (other than taking into account those GSMS shareholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger Consideration)Merger, to a person related to there is no plan or intention on the Company (within the meaning of Section 1.368-1(e)(1)(i)(sixth sentence) part of the U.S. federal income tax regulations) GSMS shareholders to sell or to a person related to the Buyer (within the meaning of Section 1.368-1(e)(3) of such regulations), (ii) the undersigned has not and will not receive any dividend or other distribution with respect to the stock otherwise dispose of the Company attributable directly or indirectly PSS Common Stock to funds provided by the Parent or the Buyer, and (iii) the undersigned will not dispose of any stock of the Parent or the Buyer be received in the Merger that will reduce such shareholders' ownership to a number of shares having, in the aggregate, a value at the time of the Merger of less than 50% of the total fair market value of the GSMS Common Stock outstanding immediately prior to the Parent Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his PSS Common Stock to be received in the Buyer or Merger which would cause the foregoing requirement not to a person related to the Parent or the Buyer within the meaning of Section 1.368-1(e)(3) of the U.S. federal income tax regulationsbe satisfied.