Common use of REPRESENTATIONS AND WARRANTIES OF EACH SELLER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller hereby represents and warrants, severally and not jointly, to Buyer as follows: (a) If such Seller is a not an individual, such Seller is duly organized, validly existing and in good standing under the law of its state of formation and has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. Such Seller has taken all necessary organizational action to authorize, and has obtained all necessary approvals for, its execution and delivery of this Agreement, its performance of its obligations hereunder and its consummation of the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s legal, valid and binding obligation, enforceable against such Seller in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”). (c) Such Seller is the sole record and beneficial owner of the Owned Class A Shares and the Owned Class B Shares set forth opposite the name of such Seller on the Schedule of Sellers. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include (i) any stop transfer instructions given to any transfer agent with respect to any shares and (ii) any legend or notation restricting or purporting to restrict the offer, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares to be sold by such Seller are delivered against payment therefor in accordance with the terms of this Agreement, Buyer will acquire valid and marketable title to such Class A Shares, free and clear of all Encumbrances. (d) The execution, delivery and performance by such Seller of this Agreement, and the consummation by such Seller of the transactions contemplated hereby, do not violate or result in the breach of, or create any Encumbrance on such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation to which such Seller is a party or is subject or by which such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares are bound. (e) The execution, delivery and performance of this Agreement by such Seller, and the consummation by such Seller of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third party. (f) Such Seller is not, and for at least three months has not been, an “affiliate” of the Company, as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such Seller is selling the Class A Shares to be sold by it for its own account only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act. No portion of the Purchase Price payable to such Seller will be received indirectly by the Company or any affiliate of the Company. Such Seller’s Class A Shares, upon transfer to Buyer pursuant to the terms hereof, will not be restricted securities within the meaning of Rule 144 under the Securities Act. (g) Such Seller has, without reliance upon Buyer or any of its affiliates, agents or representatives, and based on such information and the advice of such advisors as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Seller acknowledges that neither Buyer nor any of its affiliates, agents or representatives is acting as a fiduciary or financial or investment adviser to such Seller and has not given such Seller any investment advice, opinion or other information on whether the sale of its Class A Shares is prudent. Such Seller acknowledges that (1) Buyer may have, and may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell its Class A Shares, (2) such Seller has not relied on Buyer or any of its affiliates, agents or representatives to provide any disclosure regarding the Company and (3) accordingly, neither Buyer nor any of its affiliates, agents or representatives shall have any liability to such Seller, and such Seller waives and releases any claims that it might have against Buyer and its affiliates, agents and representatives, whether under applicable securities laws or otherwise, with respect to the nondisclosure of any information by Buyer in connection herewith. Such Seller understands that Buyer will rely on the accuracy and truth of these representations, and such Seller hereby consents to such reliance. (h) Such Seller expressly acknowledges and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation to such Seller with respect to the tax or other financial treatment of the transactions contemplated by this Agreement. Such Seller shall be solely responsible for the payment of any and all income, transfer, and other taxes, filing and recording fees and similar charges relating to the transactions contemplated hereby. (i) There are no actions, suits, claims or other legal proceedings pending or, to the knowledge of such Seller, threatened against or by Xxxxxxx X. Xxxxxxxx or such Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby. (j) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Xxxxxxx X. Xxxxxxxx or such Seller.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller hereby represents and warrantsSeller, severally and not jointly, solely with respect to Buyer itself and the Shares owned by it (or to be owned by it following distribution pursuant to the Distribution Agreement), hereby represents and warrants to the Corporation as follows: (a) If such Seller is a not an individual, such Such Seller is duly organized, validly organized and existing and in good standing under the law laws of the jurisdiction of its state of formation and has all requisite legal and corporate power and authority to execute and deliver this Agreement, Agreement and to carry out and perform its obligations hereunder, and to consummate under the transactions contemplated hereby. Such Seller has taken all necessary organizational action to authorize, and has obtained all necessary approvals for, its execution and delivery terms of this Agreement, its performance of its obligations hereunder and its consummation of the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s the legal, valid and binding obligationobligation of such Seller, enforceable against such Seller in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating to . All corporate action on the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”). (c) Such Seller is the sole record and beneficial owner of the Owned Class A Shares and the Owned Class B Shares set forth opposite the name part of such Seller on necessary for the Schedule of Sellers. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorizedauthorization, validly issued, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include (i) any stop transfer instructions given to any transfer agent with respect to any shares and (ii) any legend or notation restricting or purporting to restrict the offer, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares to be sold by such Seller are delivered against payment therefor in accordance with the terms of this Agreement, Buyer will acquire valid and marketable title to such Class A Shares, free and clear of all Encumbrances. (d) The execution, delivery and performance by such Seller of this Agreement, Agreement and the consummation of the transactions contemplated hereunder has been taken or will be taken prior to the Closing Date. (c) Neither the execution and delivery of this Agreement by such Seller nor the transfer by such Seller to the Corporation of the Shares to be transferred pursuant to this Agreement will, directly or indirectly (with or without notice or lapse of time) contravene, conflict with or result in a violation of, or give any governmental entity or other person or entity the right to challenge the transactions contemplated by this Agreement or the right to exercise any remedy or obtain any relief under, any legal requirement to which such Seller, or any of the assets owned or used by such Seller, may be subject. Seller will not be required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the performance by such Seller of its obligations pursuant to this Agreement. (d) No consent, approval or authorization of, or notice to, any person or governmental authority is required in connection with the execution and delivery by such Seller of this Agreement or the consummation of the transactions contemplated hereby, do not violate or result in the breach of, or create any Encumbrance on such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation to which such Seller is a party or is subject or by which such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares are boundthis Agreement. (e) The execution, delivery Such Seller has good and performance of this Agreement valid title to the Shares owned by such Seller, free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim or rights of any third party whatsoever (except for restrictions on transfer pursuant to applicable federal and state securities laws). Such Seller is the consummation sole record owner and sole legal and beneficial owner of the Shares to be sold by such Seller hereunder. No Seller has, in whole or in part, (i) assigned, transferred, hypothecated, pledged or otherwise disposed of such Shares or its ownership or other rights in such Shares or (ii) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Shares. Following the consummation of the transactions contemplated herebyTransaction, do not require and against payment made pursuant to this Agreement, good, valid and marketable title to such Shares, free and clear of any consentlien, approvalencumbrance, ratificationpledge, permissioncharge, registrationsecurity interest, waiver mortgage, title retention agreement, option, equity or other authorization of any governmental agencyadverse claim, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third partywill pass to the Corporation. (f) Such Seller There is notno action, suit, proceeding or investigation pending or, to such Seller’s knowledge, currently threatened that would materially and for at least three months has not been, an “affiliate” adversely affect the validity of the Company, as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such Seller is selling the Class A Shares to be sold by it for its own account only and not with a view tothis Agreement, or for sale in connection with, a distribution within the meaning right of the Securities Act. No portion of the Purchase Price payable to such Seller will be received indirectly to enter into this Agreement or to consummate the transactions contemplated by the Company this Agreement. There are presently no outstanding judgments, decrees or orders of any court or any affiliate governmental or administrative agency against such Seller which questions the validity of this Agreement or the Company. Such Seller’s Class A Shares, upon transfer right of such Seller to Buyer pursuant to consummate the terms hereof, will not be restricted securities within the meaning of Rule 144 under the Securities Acttransactions contemplated by this Agreement. (g) Such Seller has, without reliance upon Buyer or any of its affiliates, agents or representatives, and based on such information and the advice of such advisors as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Seller acknowledges that neither Buyer nor any of its affiliates, agents or representatives is acting as a fiduciary or financial or investment adviser to such Seller and has not given such Seller incurred any investment adviceobligation or liability, opinion or other information on whether the sale of its Class A Shares is prudent. Such Seller acknowledges that (1) Buyer may have, and may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell its Class A Shares, (2) such Seller has not relied on Buyer or any of its affiliates, agents or representatives to provide any disclosure regarding the Company and (3) accordingly, neither Buyer nor any of its affiliates, agents or representatives shall have any liability to such Seller, and such Seller waives and releases any claims that it might have against Buyer and its affiliates, agents and representatives, whether under applicable securities laws contingent or otherwise, with respect for any brokerage or finder’s fee, agent’s commission or other similar payments to the nondisclosure of any information by Buyer third party in connection herewith. Such Seller understands that Buyer will rely on with the accuracy and truth of these representations, and such Seller hereby consents to such reliancetransactions contemplated by this Agreement. (h) Such Seller expressly acknowledges has the requisite knowledge and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation experience in financial and business matters necessary to such Seller with respect to evaluate the tax or other financial treatment merits and risk of the transactions contemplated by this Agreement. Such Seller shall has made an independent decision to sell the Shares to be solely responsible for sold by such Seller hereunder based on such Seller’s knowledge of the payment of any Corporation and all income, transfer, its business and other taxes, filing and recording fees and similar charges relating information available to the transactions contemplated hereby. (i) There are no actions, suits, claims or other legal proceedings pending or, to the knowledge of such Seller, threatened against or by Xxxxxxx X. Xxxxxxxx or which such Seller has determined is adequate for that challenge purpose. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Transaction and such Shares and has had full access to such other information concerning the Corporation as it has requested. Such Seller has received all information that it believes is necessary or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby. (j) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission appropriate in connection with the Transactions and has negotiated this Agreement on an arm’s-length basis. Such Seller has engaged, to the extent such Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby based hereby. Such Seller acknowledges that it has not relied upon arrangements any express or implied representations or warranties of any nature made by or on behalf of Xxxxxxx X. Xxxxxxxx the Corporation, whether or not any such Sellerrepresentations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement. Such Seller acknowledges that the Corporation and its affiliates, officers and directors may possess material non-public information not known to such Seller regarding or relating to the Corporation, including information concerning the business, financial condition, results of operations or prospects of the Corporation. Such Seller acknowledges and confirms that it is aware that future changes or developments in (i) the Corporation’s business and financial condition and operating results, (ii) the industries in which the Corporation competes and (iii) overall market and economic conditions, may have a favorable impact on the value of the Shares after the sale by such Seller of such Shares to the Corporation pursuant to the terms of this Agreement.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each (i) Seller hereby 1 represents and warrants, severally and not jointly, warrants to Buyer the Purchaser as follows: (a) If such Seller 1 is a not an individual, such Seller is duly organized, formed and validly existing and in good standing general partnership organized under the law laws of its state the State of formation Virginia, and Seller 1 is qualified under the laws of the State of Virginia to conduct business therein. (b) Seller 1 has all requisite the full, legal right, power and authority to execute and deliver this AgreementAgreement and all documents now or hereafter to be executed by Seller 1 pursuant to this Agreement (collectively, the "Seller 1 Documents"), to carry out its obligations hereunderconsummate the transaction contemplated hereby, and to consummate the transactions contemplated hereby. Such Seller has taken all necessary organizational action to authorize, and has obtained all necessary approvals for, its execution and delivery of this Agreement, its performance of perform its obligations hereunder and its under the Seller 1 Documents. (c) This Agreement and the Seller 1 Documents do not and will not contravene any provision of the general partnership agreement of Seller 1, any judgment, order, decree, writ or injunction issued against the Seller 1, or, to the best of Seller 1's knowledge, any provision of any laws or governmental ordinances, rules, regulations, orders or requirements (collectively, the "Laws") applicable to Seller 1. The consummation of the transactions contemplated herebyhereby will not result in a breach or constitute a default or event of default by Seller 1 under any agreement to which Seller 1 or any of its respective assets are subject or bound and will not result in a violation of any Laws applicable to Seller 1. (d) Seller 1 has no knowledge of any leases, licenses or other occupancy agreements affecting any portion of the Property owned by Seller 1, other than the Sprint Lease. (e) To Seller 1's actual knowledge, there are no threatened or pending actions, suits, proceedings or investigations to which it is a party before any court or other governmental authority with respect to the Property owned by Seller 1, except as set forth on Schedule 5 hereto. (ii) Seller 2 represents and warrants to the Purchaser as follows: (a) Seller 2 is a duly formed and validly existing limited partnership organized under the laws of the State of Virginia, and Seller 2 is qualified under the laws of the State of Virginia to conduct business therein. (b) This Seller 2 has the full, legal right, power and authority to execute and deliver this Agreement has been duly and all documents now or hereafter to be executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s legal, valid and binding obligation, enforceable against such Seller in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating 2 pursuant to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity this Agreement (collectively, the “Enforceability Exceptions”"Seller 2 Documents"), to consummate the transaction contemplated hereby, and to perform its obligations hereunder and under the Seller 2 Documents. (c) Such This Agreement and the Seller is the sole record 2 Documents do not and beneficial owner will not contravene any provision of the Owned Class A Shares and limited partnership agreement of Seller 2, any judgment, order, decree, writ or injunction issued against Seller 2, or, to the Owned Class B Shares set forth opposite the name best of such Seller on the Schedule of Sellers2's knowledge, any Laws applicable to Seller 2. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include (i) any stop transfer instructions given to any transfer agent with respect to any shares and (ii) any legend or notation restricting or purporting to restrict the offer, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares to be sold by such Seller are delivered against payment therefor in accordance with the terms of this Agreement, Buyer will acquire valid and marketable title to such Class A Shares, free and clear of all Encumbrances. (d) The execution, delivery and performance by such Seller of this Agreement, and the consummation by such Seller of the transactions contemplated hereby, do hereby will not violate or result in the a breach of, or create constitute a default or event of default by Seller 2 under any Encumbrance on such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation agreement to which such Seller is a party or is subject or by which such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares are bound. (e) The execution, delivery and performance of this Agreement by such Seller, and the consummation by such Seller of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third party. (f) Such Seller is not, and for at least three months has not been, an “affiliate” of the Company, as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such Seller is selling the Class A Shares to be sold by it for its own account only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act. No portion of the Purchase Price payable to such Seller will be received indirectly by the Company or any affiliate of the Company. Such Seller’s Class A Shares, upon transfer to Buyer pursuant to the terms hereof, will not be restricted securities within the meaning of Rule 144 under the Securities Act. (g) Such Seller has, without reliance upon Buyer 2 or any of its affiliatesrespective assets are subject or bound and will not result in a violation of any Laws applicable to Seller 2, agents or representativesexcept that the consent of the holder of the Continuing Mortgage, as required by the terms and based on such information conditions of the Continuing Mortgage and the advice other loan documents relating to such Continuing Mortgage, has not been obtained as of such advisors as such Seller has deemed appropriate, made its own analysis and decision to enter into the date of this Agreement. Such Purchaser and Seller acknowledges acknowledge that neither Buyer nor any of its affiliates, agents or representatives such consent is acting as a fiduciary or financial or investment adviser required in order to such Seller undertake and has not given such Seller any investment advice, opinion or other information on whether the sale of its Class A Shares is prudent. Such Seller acknowledges that (1) Buyer may have, and may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell its Class A Shares, (2) such Seller has not relied on Buyer or any of its affiliates, agents or representatives to provide any disclosure regarding the Company and (3) accordingly, neither Buyer nor any of its affiliates, agents or representatives shall have any liability to such Seller, and such Seller waives and releases any claims that it might have against Buyer and its affiliates, agents and representatives, whether under applicable securities laws or otherwise, with respect to the nondisclosure of any information by Buyer in connection herewith. Such Seller understands that Buyer will rely on the accuracy and truth of these representations, and such Seller hereby consents to such reliance. (h) Such Seller expressly acknowledges and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation to such Seller with respect to the tax or other financial treatment of complete the transactions contemplated by this Agreement. Such Seller shall be solely responsible for the payment of any and all income, transfer, and other taxes, filing and recording fees and similar charges relating to the transactions contemplated hereby. (id) There Seller 2 has no knowledge of any leases, licenses or other occupancy agreements affecting any portion of the Property owned by Seller 2, other than the Sprint Lease. (e) To Seller 2's actual knowledge, there are no threatened or pending actions, suits, claims proceedings or investigations to which it is a party before any court or other legal proceedings pending or, governmental authority with respect to the knowledge of such SellerProperty owned by Seller 2, threatened against or by Xxxxxxx X. Xxxxxxxx or such Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated herebyexcept as set forth on Schedule 5 hereto. (j) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Xxxxxxx X. Xxxxxxxx or such Seller.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each As of the date hereof and each Closing, each Seller hereby represents and warrants, severally and not jointly, to Buyer as followswarrants that: (a) If such Such Seller is a not an individualhas the corporate or partnership (as applicable) power, such Seller is duly organizedlegal right and authority to execute, validly existing deliver and in good standing under perform its obligations hereunder and to consummate the law of its state of formation and has all requisite Transactions, including the necessary power and authority to execute sell, assign, transfer and deliver this Agreement, the Repurchase Shares to carry out its obligations be sold by such Seller hereunder, and to consummate the transactions contemplated hereby. Such Seller has taken all necessary organizational action to authorize, and has obtained all necessary approvals for, its . (b) The execution and delivery of this AgreementAgreement and the Lock-up Agreement and each other document contemplated hereby and thereby (the “Transaction Documents”), its the performance of its obligations hereunder under the Transaction Documents and its the consummation of the transactions contemplated hereby. Transactions (bi) This Agreement has have been duly executed and delivered validly authorized by all necessary action on part of such SellerSeller and when duly and validly executed, and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s will constitute a legal, valid and binding obligation, obligation of such Seller enforceable against such Seller in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating will not conflict with, result in a breach of, constitute a default under, or violate the organizational documents of such Seller, (iii) will not conflict with or violate in any material respect any law or regulation applicable to such Seller or any Repurchase Shares or otherwise applicable to the availability Transactions, (iv) will not result in any material breach of, constitute a material default (or an event that, with notice or lapse of specific performancetime or both, injunctive relief would become a default) under, require any consent of, approval from or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, or result in the creation of any Encumbrance on any Repurchase Share pursuant to any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other equitable remedies contract to which such Seller is a party or is bound or by general principles which any Repurchase Shares are bound or affected and (v) will not violate any order, writ, injunction or decree of equity (collectivelyany Governmental Authority to which such Seller or any of its properties is subject, the “Enforceability Exceptions”)effect of any of which, either individually or in the aggregate, would affect the validity of any Repurchase Shares to be sold by such Seller or reasonably be expected to materially impact such Seller’s ability to perform its obligations under the Transaction Documents in a timely manner. (c) Such Seller is the sole record and beneficial owner of each Seller Share (including the Owned Class A Shares Repurchase Shares), Company Option and the Owned Class B Shares Restricted Share set forth opposite the name of next to such Seller on the Schedule of Sellers. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorizedname on Schedule A, validly issued, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”)Encumbrance. Such SellerSeller has the right, authority and power to sell, assign and transfer its Seller Shares (including the Repurchase Shares) to the Buyer. Upon delivery to the Buyer of the Repurchase Shares at a Closing and the Buyer’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include (i) any stop transfer instructions given to any transfer agent with respect to any shares and (ii) any legend or notation restricting or purporting to restrict the offer, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares to be sold by such Seller are delivered against payment therefor in accordance with Section 3.4(d) (but subject to Section 2.2), the terms of this Agreement, Buyer will shall acquire good and valid and marketable title to such Class A the applicable Repurchase Shares, free and clear of all Encumbrances. (d) The execution, delivery and performance by any Encumbrance. Neither such Seller of this Agreement, and the consummation by such Seller of the transactions contemplated hereby, do not violate or result in the breach of, or create any Encumbrance on such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation to which such Seller is a party or is subject or by which such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares are bound. (e) The execution, delivery and performance of this Agreement by such Seller, and the consummation by such Seller of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third party. (f) Such Seller is not, and for at least three months has not been, an “affiliate” of the Company, as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such Seller is selling the Class A Shares to be sold by it for its own account only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act. No portion of the Purchase Price payable to such Seller will be received indirectly by the Company or any affiliate of the Company. Such Seller’s Class A Shares, upon transfer to Buyer pursuant to the terms hereof, will not be restricted securities within the meaning of Rule 144 under the Securities Act. (g) Such Seller has, without reliance upon Buyer or any of its affiliates, agents or representatives, and based on such information and the advice of such advisors as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Seller acknowledges that neither Buyer nor any of its affiliatesrespective affiliates owns any shares of Common Stock, agents any Company Options or representatives any Restricted Shares other than as set forth on Schedule A. The Exercise Price of the Company Options held by such Seller is acting as a fiduciary or financial or investment adviser set forth on Schedule A. For the avoidance of doubt, in respect of each Closing, each Seller shall have the right to designate which of the Common Stock that it then beneficially owns will constitute Repurchase Shares for the purposes of such Closing, provided that such Seller provides the Buyer written notification of such designation at least two Business Days prior to such Seller and has not given such Seller any investment advice, opinion or other information on whether the sale of its Class A Shares is prudent. Such Seller acknowledges that (1) Buyer may have, and may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell its Class A Shares, (2) such Seller has not relied on Buyer or any of its affiliates, agents or representatives to provide any disclosure regarding the Company and (3) accordingly, neither Buyer nor any of its affiliates, agents or representatives shall have any liability to such Seller, and such Seller waives and releases any claims that it might have against Buyer and its affiliates, agents and representatives, whether under applicable securities laws or otherwise, with respect to the nondisclosure of any information by Buyer in connection herewith. Such Seller understands that Buyer will rely on the accuracy and truth of these representations, and such Seller hereby consents to such relianceClosing. (h) Such Seller expressly acknowledges and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation to such Seller with respect to the tax or other financial treatment of the transactions contemplated by this Agreement. Such Seller shall be solely responsible for the payment of any and all income, transfer, and other taxes, filing and recording fees and similar charges relating to the transactions contemplated hereby. (i) There are no actions, suits, claims or other legal proceedings pending or, to the knowledge of such Seller, threatened against or by Xxxxxxx X. Xxxxxxxx or such Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby. (j) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Xxxxxxx X. Xxxxxxxx or such Seller.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller hereby by its acceptance hereof represents and warrants, severally warrants as follows and not jointly, to Buyer as followsacknowledges that the Offeror is relying upon such representations and warranties in connection with entering into this agreement and the purchase by the Offeror of the Subject Shares: (a) If such Seller is the beneficial owner of the Subject Shares and Options listed on Schedule A thereto beside such Seller's name and such Seller is the registered owner of such Subject Shares and Options (or the nominee of such Seller identified in Schedule A) or will become the registered owner of such Subject Shares not later than the time at which they are tendered to the Offer; (b) except as disclosed in writing to BCE, (i) such Seller has the sole right to sell and vote (to the extent permitted by the attributes of such shares or pursuant to applicable law, regulation or policy) all the Subject Shares held by such Seller and (ii) all the Subject Shares and Options held by such Seller are now, and at the time at which the Offeror takes up and pays for the Subject Shares will be, beneficially owned by such Seller with a good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands of any nature or kind whatsoever (collectively, "Encumbrances") and are and will be issued and outstanding as fully paid and non-assessable shares in the capital of the Company. To the extent that any Subject Shares are subject to Encumbrances, the Seller is not in breach of any covenant, term or condition of any agreement or instrument pursuant to which such Encumbrance was created or granted; (c) except as disclosed in writing to BCE, no person, firm or corporation has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from such Seller of any of the Subject Shares or Options owned by such Seller or any interest therein or right thereto, except the Offeror pursuant hereto; (d) except as disclosed in writing to BCE, none of the execution and delivery by such Seller of this agreement or the completion of the transactions contemplated hereby or the compliance by such Seller with such Seller's obligations hereunder will result in a breach of: (i) if such Seller is a not an individualcorporation, the constating documents of such Seller; or (ii) any agreement or instrument to which such Seller is a party or by which such Seller or any of such Seller's property or assets are bound; (e) if a corporation, such Seller is duly organized, a validly existing and in good standing under the law of its state of formation subsisting corporation and has all requisite necessary corporate power and authority to execute and deliver this Agreement, the agreement resulting from its acceptance hereof and to carry out perform its obligations hereunder, and to consummate the transactions contemplated hereby. Such Seller has taken all necessary organizational action to authorize, and has obtained all necessary approvals for, its execution and delivery of this Agreement, its performance of its obligations hereunder and its consummation of the transactions contemplated hereby.; (bf) This Agreement this agreement has been duly executed and delivered by such Seller, Seller and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s legal, a valid and binding obligation, obligation of such Seller enforceable against such Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”). (c) Such Seller is the sole record and beneficial owner only securities of the Owned Class A Shares and the Owned Class B Shares set forth opposite the name of such Seller on the Schedule of Sellers. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorizedCompany beneficially owned, validly issueddirectly or indirectly, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include (i) any stop transfer instructions given to any transfer agent with respect to any shares and (ii) any legend or notation restricting or purporting to restrict the offer, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares to be sold by such Seller are delivered against payment therefor in accordance with the terms Subject Shares and Options listed on Schedule A hereto beside such Seller's name, (ii) except for the Options listed on Schedule A hereto, such Seller has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of this Agreementbecoming an agreement or option, Buyer will acquire valid and marketable title to such Class A Shares, free and clear of all Encumbrances. (d) The execution, delivery and performance for the purchase or acquisition by such Seller of this Agreement, and the consummation by or transfer to such Seller of the transactions contemplated hereby, do not violate or result in the breach of, or create any Encumbrance on such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation to which such Seller is a party or is subject or by which such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares are bound. (e) The execution, delivery and performance of this Agreement by such Seller, and the consummation by such Seller additional securities of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third party. Company and (fiii) Such Seller is not, and for at least three months has not been, an “affiliate” of the Company, as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such Seller is selling the Class A Shares to be sold by it for its own account only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act. No portion of the Purchase Price payable to such Seller will be received indirectly by not purchase other than as permitted hereunder or obtain any agreement or right to purchase any additional securities of the Company from and including the date hereof up to and including the time at which the Offeror takes up and pays for the Subject Shares; (h) such Seller has no claim against the Company or any affiliate of its subsidiaries at the Company. Such Seller’s Class A Shares, upon transfer to Buyer pursuant to the terms hereof, date of this agreement and will not be restricted securities within have any claim against the meaning of Rule 144 under the Securities Act. (g) Such Seller has, without reliance upon Buyer Company or any of its affiliatessubsidiaries by reason of the entering into of this agreement, agents the completion of the Offer or representativesthe completion of the Alternative Transactions; provided however that the foregoing shall not prejudice the rights of such Seller under this agreement, and based on such information the Offer, the Alternative Transactions, the Troutt Consulting Agreement or the termination agreement anx xxxxral release dated as of September 14, 1999 between Kenny A. Troutt and the advice Company and certain of such advisors as its subsidiaxxxx, xxx xxxx and complete copies of the Troutt Consulting Agreement have been provided to BCE prior to the date hereof; (i) such Seller has deemed appropriate, made full knowledge of and access to information concerning the Company and its own analysis and decision to enter securities such that the underlying value of the Company was a material factor considered by such Seller in entering into this Agreement. Such agreement, (ii) in agreeing to the price to be paid pursuant to the Offer, there are no non-financial factors or factors peculiar to such Seller acknowledges which have been considered relevant to such Seller in assessing such price or that neither Buyer nor any had the effect of its affiliates, agents or representatives is acting as a fiduciary or financial or investment adviser reducing the price that would otherwise have been considered acceptable to such Seller and has not given such Seller any investment advice, opinion or other information on whether the sale of its Class A Shares is prudent. Such Seller acknowledges that (1) Buyer may have, and may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell its Class A Shares, (2iii) such Seller has not relied on Buyer or had no knowledge of any material non-public information in respect of its affiliates, agents or representatives to provide any disclosure regarding the Company or the Common Shares which was not disclosed generally and (3) accordinglythat, neither Buyer nor any of its affiliatesif disclosed, agents or representatives shall could reasonably have any liability been expected to such Seller, and such Seller waives and releases any claims that it might have against Buyer and its affiliates, agents and representatives, whether affect the consideration payable under applicable securities laws or otherwise, with respect to the nondisclosure of any information by Buyer in connection herewith. Such Seller understands that Buyer will rely on the accuracy and truth of these representations, and such Seller hereby consents to such reliance. (h) Such Seller expressly acknowledges and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation to such Seller with respect to the tax or other financial treatment of the transactions contemplated by this Agreement. Such Seller shall be solely responsible for the payment of any and all income, transfer, and other taxes, filing and recording fees and similar charges relating to the transactions contemplated hereby. (i) There are no actions, suits, claims or other legal proceedings pending or, to the knowledge of such Seller, threatened against or by Xxxxxxx X. Xxxxxxxx or such Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby.agreement; and (j) No except for Lehman Brothers and RBC Dominion Securities Inc., no broker, finder xxxxer or investment banker is entitled to any brokerage, finder’s 's or other fee or commission commission, or to the reimbursement of any of its expenses, in connection with the transactions contemplated hereby Offer or any similar transaction based upon arrangements made by or on behalf of Xxxxxxx X. Xxxxxxxx or such the Seller.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller hereby represents and warrantsSeller, severally and not jointly, hereby represents and warrants to Buyer as followsthe Company that: (a) If such 5.1 Such Seller has been duly organized or formed, and is a not an individual, such Seller is duly organized, validly existing and in good standing standing, under the law laws of its state jurisdiction of organization or formation and has all requisite necessary power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, Agreement and to consummate the transactions contemplated hereby. Such . 5.2 All action necessary to be taken by such Seller has taken all necessary organizational action to authorizeauthorize the execution, delivery and has obtained all necessary approvals for, its execution and delivery performance of this Agreement, its performance of its obligations hereunder Agreement and its consummation of all other agreements and instruments delivered by such Seller in connection with the transactions contemplated hereby. (b) hereby has been duly and validly taken by such Seller. This Agreement has been duly executed and delivered by such Seller, and (assuming due authorizationand, upon the execution and delivery by Buyer) constitutes all parties hereto other than such Seller’s legal, will constitute the valid and binding obligationobligation of such Seller, enforceable against such Seller in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”). (c) Such Seller is the sole record and beneficial owner of the Owned Class A Shares and the Owned Class B Shares set forth opposite the name of such Seller on the Schedule of Sellersequity. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include (i) any stop transfer instructions given to any transfer agent with respect to any shares and (ii) any legend or notation restricting or purporting to restrict the offer, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares to be sold by such Seller are delivered against payment therefor in accordance with the terms of this Agreement, Buyer will acquire valid and marketable title to such Class A Shares, free and clear of all Encumbrances. (d) The execution, delivery and performance by such Seller of this Agreement, and the consummation sale by such Seller of the transactions contemplated hereby, do applicable Merger Consideration Shares and the applicable Subordinate Debt Tranche under this Agreement does not violate conflict with the organizational documents of such Seller (if an entity) or result in the breach of, or create with any Encumbrance on such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation material contract to which such Seller is a party or is subject any laws or by which such Seller’s Owned Class A Sharesregulations or any order, Owned Class B Shares judgment or Class A Shares are bound. (e) The execution, delivery and performance of this Agreement by such Seller, and the consummation by such Seller of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization decree of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third party. (f) Such Seller is not, and for at least three months has not been, an “affiliate” of the Company, as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such Seller is selling the Class A Shares to be sold by it for its own account only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act. No portion of the Purchase Price payable applicable to such Seller will be received indirectly by the Company or any affiliate of the Company. Such Seller’s Class A Shares, upon transfer to Buyer pursuant to the terms hereof, will not be restricted securities within the meaning of Rule 144 under the Securities Actits property. (g) Such Seller has, without reliance upon Buyer or any of its affiliates, agents or representatives, and based on such information and 5.3 Upon the advice of such advisors as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Seller acknowledges that neither Buyer nor any of its affiliates, agents or representatives is acting as a fiduciary or financial or investment adviser to such Seller and has not given such Seller any investment advice, opinion or other information on whether the sale of its Class A Shares is prudent. Such Seller acknowledges that (1) Buyer may have, and may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell its Class A Shares, (2) such Seller has not relied on Buyer or any of its affiliates, agents or representatives to provide any disclosure regarding the Company and (3) accordingly, neither Buyer nor any of its affiliates, agents or representatives shall have any liability to such Seller, and such Seller waives and releases any claims that it might have against Buyer and its affiliates, agents and representatives, whether under applicable securities laws or otherwise, with respect to the nondisclosure of any information by Buyer in connection herewith. Such Seller understands that Buyer will rely on the accuracy and truth of these representations, and such Seller hereby consents to such reliance. (h) Such Seller expressly acknowledges and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation to such Seller with respect to the tax or other financial treatment consummation of the transactions contemplated by this Agreement. Such Seller shall be solely responsible for , the payment Company will receive good and valid title to such Seller’s Merger Consideration Shares, free and clear of any and all incomelien, transfer, and other taxes, filing and recording fees and similar charges relating to liability or encumbrance. 5.4 Upon the consummation of the transactions contemplated herebyby this Agreement, such Seller’s Subordinate Debt Tranche will not have been pledged or assigned to another party or otherwise encumbered. (i) There are no actions, suits, claims or other legal proceedings pending or, 5.5 Such Seller is sufficiently experienced in financial and business matters to be capable of evaluating the knowledge of such Seller, threatened against or by Xxxxxxx X. Xxxxxxxx or such Seller that challenge or seek merits and risks involved in selling the applicable Merger Consideration Shares and Subordinate Debt and to prevent, enjoin or otherwise delay the transactions contemplated herebymake an informed decision relating thereto. (j) No broker, finder or investment banker is entitled to 5.6 Such Seller has not incurred any brokerage, liability for any finder’s fees or other fee or commission similar payments in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Xxxxxxx X. Xxxxxxxx or such Sellerherein contemplated.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller hereby by its acceptance hereof represents and warrants, severally warrants as follows and not jointly, to Buyer as followsacknowledges that the Offeror is relying upon such representations and warranties in connection with entering into this agreement and the purchase by the Offeror of the Subject Shares: (a) If such Seller is the beneficial owner of the Subject Shares and Options listed on Schedule A thereto beside such Seller's name and such Seller is the registered owner of such Subject Shares and Options (or the nominee of such Seller identified in Schedule A) or will become the registered owner of such Subject Shares not later than the time at which they are tendered to the Offer; (b) except as disclosed in writing to BCE, (i) such Seller has the sole right to sell and vote (to the extent permitted by the attributes of such shares or pursuant to applicable law, regulation or policy) all the Subject Shares held by such Seller and (ii) all the Subject Shares and Options held by such Seller are now, and at the time at which the Offeror takes up and pays for the Subject Shares will be, beneficially owned by such Seller with a good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands of any nature or kind whatsoever (collectively, "Encumbrances") and are and will be issued and outstanding as fully paid and non-assessable shares in the capital of the Company. To the extent that any Subject Shares are subject to Encumbrances, the Seller is not in breach of any covenant, term or condition of any agreement or instrument pursuant to which such Encumbrance was created or granted; (c) except as disclosed in writing to BCE, no person, firm or corporation has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from such Seller of any of the Subject Shares or Options owned by such Seller or any interest therein or right thereto, except the Offeror pursuant hereto; (d) except as disclosed in writing to BCE, none of the execution and delivery by such Seller of this agreement or the completion of the transactions contemplated hereby or the compliance by such Seller with such Seller's obligations hereunder will result in a breach of (i) if such Seller is a not an individualcorporation, the constating documents of such Seller; or (ii) any agreement or instrument to which such Seller is a party or by which such Seller or any of such Seller's property or assets are bound; (e) if a corporation, such Seller is duly organized, a validly existing and in good standing under the law of its state of formation subsisting corporation and has all requisite necessary corporate power and authority to execute and deliver this Agreement, the agreement resulting from its acceptance hereof and to carry out perform its obligations hereunder, and to consummate the transactions contemplated hereby. Such Seller has taken all necessary organizational action to authorize, and has obtained all necessary approvals for, its execution and delivery of this Agreement, its performance of its obligations hereunder and its consummation of the transactions contemplated hereby.; (bf) This Agreement this agreement has been duly executed and delivered by such Seller, Seller and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s legal, a valid and binding obligation, obligation of such Seller enforceable against such Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (g) (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”). (c) Such Seller is the sole record and beneficial owner only securities of the Owned Class A Shares and the Owned Class B Shares set forth opposite the name of such Seller on the Schedule of Sellers. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorizedCompany beneficially owned, validly issueddirectly or indirectly, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include (i) any stop transfer instructions given to any transfer agent with respect to any shares and (ii) any legend or notation restricting or purporting to restrict the offer, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares to be sold by such Seller are delivered against payment therefor in accordance with the terms Subject Shares and Options listed on Schedule A hereto beside such Seller's name, (ii) except for the Options listed on Schedule A hereto, such Seller has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of this Agreementbecoming an agreement or option, Buyer will acquire valid and marketable title to such Class A Shares, free and clear of all Encumbrances. (d) The execution, delivery and performance for the purchase or acquisition by such Seller of this Agreement, and the consummation by or transfer to such Seller of the transactions contemplated hereby, do not violate or result in the breach of, or create any Encumbrance on such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation to which such Seller is a party or is subject or by which such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares are bound. (e) The execution, delivery and performance of this Agreement by such Seller, and the consummation by such Seller additional securities of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third party. Company and (fiii) Such Seller is not, and for at least three months has not been, an “affiliate” of the Company, as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such Seller is selling the Class A Shares to be sold by it for its own account only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act. No portion of the Purchase Price payable to such Seller will be received indirectly by not purchase other than as permitted hereunder or obtain any agreement or right to purchase any additional securities of the Company from and including the date hereof up to and including the time at which the Offeror takes up and pays for the Subject Shares; (h) such Seller has no claim against the Company or any affiliate of its subsidiaries at the Company. Such Seller’s Class A Shares, upon transfer to Buyer pursuant to the terms hereof, date of this agreement and will not be restricted securities within have any claim against the meaning of Rule 144 under the Securities Act. (g) Such Seller has, without reliance upon Buyer Company or any of its affiliatessubsidiaries by reason of the entering into of this agreement, agents the completion of the Offer or representativesthe completion of the Alternative Transactions; provided however that the foregoing shall not prejudice the rights of such Seller under this agreement, the Offer, the Alternative Transactions, the Xxxxxx Consulting Agreement or the termination agreement and general release dated as of September 14, 1999 between Xxxxx X. Xxxxxx and the Company and certain of its subsidiaries, and based on such information true and complete copies of the advice of such advisors as Xxxxxx Consulting Agreement have been provided to BCE prior to the date hereof, (i) (i) such Seller has deemed appropriate, made full knowledge of and access to information concerning the Company and its own analysis and decision to enter securities such that the underlying value of the Company was a material factor considered by such Seller in entering into this Agreement. Such agreement, (ii) in agreeing to the price to be paid pursuant to the Offer, there are no non-financial factors or factors peculiar to such Seller acknowledges which have been considered relevant to such Seller in assessing such price or that neither Buyer nor any had the effect of its affiliates, agents or representatives is acting as a fiduciary or financial or investment adviser reducing the price that would otherwise have been considered acceptable to such Seller and has not given such Seller any investment advice, opinion or other information on whether the sale of its Class A Shares is prudent. Such Seller acknowledges that (1) Buyer may have, and may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell its Class A Shares, (2iii) such Seller has not relied on Buyer or had no knowledge of any material non-public information in respect of its affiliates, agents or representatives to provide any disclosure regarding the Company or the Common Shares which was not disclosed generally and (3) accordinglythat, neither Buyer nor any of its affiliatesif disclosed, agents or representatives shall could reasonably have any liability been expected to such Seller, and such Seller waives and releases any claims that it might have against Buyer and its affiliates, agents and representatives, whether affect the consideration payable under applicable securities laws or otherwise, with respect to the nondisclosure of any information by Buyer in connection herewith. Such Seller understands that Buyer will rely on the accuracy and truth of these representations, and such Seller hereby consents to such reliance. (h) Such Seller expressly acknowledges and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation to such Seller with respect to the tax or other financial treatment of the transactions contemplated by this Agreement. Such Seller shall be solely responsible for the payment of any and all income, transfer, and other taxes, filing and recording fees and similar charges relating to the transactions contemplated hereby. (i) There are no actions, suits, claims or other legal proceedings pending or, to the knowledge of such Seller, threatened against or by Xxxxxxx X. Xxxxxxxx or such Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby.agreement; and (j) No except for Xxxxxx Brothers and RBC Dominion Securities Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s 's or other fee or commission commission, or to the reimbursement of any of its expenses, in connection with the transactions contemplated hereby Offer or any similar transaction based upon arrangements made by or on behalf of Xxxxxxx X. Xxxxxxxx or such the Seller.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller hereby represents makes the following representations and warrants, severally and not jointly, to Buyer as follows: (a) If such Seller is a not an individual, such Seller is duly organized, validly existing and in good standing under the law of its state of formation and has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. Such Seller has taken all necessary organizational action to authorize, and has obtained all necessary approvals for, its execution and delivery of this Agreement, its performance of its obligations hereunder and its consummation of the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s legal, valid and binding obligation, enforceable against such Seller in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating warranties to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”). (c) Such Seller is the sole record and beneficial owner of the Owned Class A Shares and the Owned Class B Shares set forth opposite the name of such Seller on the Schedule of Sellers. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include (i) any stop transfer instructions given to any transfer agent Issuer with respect to any shares such Seller and (ii) any legend or notation restricting or purporting to restrict the offer, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares to be sold by such Seller are delivered against payment therefor in accordance with hereunder: (a) Seller is a citizen of the terms United States of this Agreement, Buyer will acquire valid and marketable title to such Class A Shares, free and clear of all EncumbrancesAmerica. (db) The execution, delivery and performance by such Seller of this Agreement, and the consummation by such Seller of the transactions contemplated hereby, do not violate or result in the breach of, or create any Encumbrance on such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation to which such Seller is a party or is subject or by which such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares are bound. (e) The execution, delivery and performance of this Agreement by such Seller, and the consummation by such Seller of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third party. (f) Such Seller is not, and for at least three months has not been, an “affiliateaccredited investor” of the Company, as such term is defined in Rule 144(a)(1501(a) under the Securities Act of 1933, as amended (the “Securities Act”). Such Seller is selling the Class A Shares to be sold by it for its own account only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act. No portion of the Purchase Price payable to such Seller will be received indirectly by the Company or any affiliate of the Company. Such Seller’s Class A Shares, upon transfer to Buyer pursuant to the terms hereof, will not be restricted securities within the meaning of Rule 144 Regulation D promulgated under the Securities Act. (gc) Such Seller has, without reliance upon Buyer or any of its affiliates, agents or representatives, and based on such information and the advice of such advisors as such Seller has deemed appropriate, made its own analysis the requisite power and decision authority to enter into this Agreement. Such Agreement and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. (d) Seller acknowledges that neither Buyer nor any is the record and sole beneficial owner of its affiliates, agents or representatives is acting as a fiduciary or financial or investment adviser to such Seller the number of Shares listed on Schedule A set forth opposite Seller’s name and has not given such good and marketable title to the Shares, free and clear of any and all options, liens, claims, encumbrances, security interests, pledges, preemptive rights, rights of first refusal and adverse interests of any kind. Seller any investment advice, opinion or other information on whether agrees that the sale consideration payable by the Issuer for the re-purchase and redemption of its Class A Seller’s Shares is prudentfair and reasonable and that Seller is in the best position to evaluate and determine the fair value of such Shares. Such There are no restrictions on the transfer or redemption of such Shares (other than restrictions under the Securities Act or state securities laws). No person or entity (i) owns any equity interest in the Issuer other than the Seller, or (ii) has any right to purchase Seller’s Shares or any portion thereof or interest therein. (e) Seller acknowledges that (1) Buyer may havehas received and reviewed the Merger Agreement and understands and consents to the transactions contemplated thereby. Seller has been afforded the opportunity during the course of negotiating the transactions contemplated by this Agreement to ask questions of, and may come into possession ofto secure such information from, information the Issuer and its officers and directors with respect regard to the Company Issuer, Kura and Merger Sub as it deems necessary to evaluate the merits of consenting to the Issuer’s consummating such transactions, it being understood that Seller is not known a stockholder and an affiliate of a director of the Issuer and, as such, is intimately familiar with the Issuer and its business, operations, assets, liabilities, prospects and financial condition in all respects. All such questions, if asked, were answered satisfactorily and all information or documents provided were found to such be satisfactory. (f) There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to Seller’s knowledge, threatened against the Seller and that may be material to a decision to sell its Class A Shares, (2) such Seller has not relied on Buyer or any of its affiliatestheir properties. There is no judgment, agents decree or representatives to provide order against the Seller that could prevent, enjoin, alter or delay any disclosure regarding the Company and (3) accordingly, neither Buyer nor any of its affiliates, agents or representatives shall have any liability to such Seller, and such Seller waives and releases any claims that it might have against Buyer and its affiliates, agents and representatives, whether under applicable securities laws or otherwise, with respect to the nondisclosure of any information by Buyer in connection herewith. Such Seller understands that Buyer will rely on the accuracy and truth of these representations, and such Seller hereby consents to such reliance. (h) Such Seller expressly acknowledges and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation to such Seller with respect to the tax or other financial treatment of the transactions contemplated by this Agreement. Such Seller shall be solely responsible for the payment of any and all incomeNo bankruptcy, transfer, and other taxes, filing and recording fees and similar charges relating to the transactions contemplated hereby. (i) There receivership or debtor relief proceedings are no actions, suits, claims or other legal proceedings pending or, to the knowledge of such Seller’s knowledge, threatened against or by Xxxxxxx X. Xxxxxxxx or such Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated herebySeller. (jg) No brokerAll representations, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission covenants and warranties of the Seller contained in connection this Agreement shall be true and correct on and as of the Closing Date with the transactions contemplated hereby based upon arrangements same effect as though the same had been made by or on behalf and as of Xxxxxxx X. Xxxxxxxx or such Sellerdate.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller hereby represents and warrantsSeller, severally and not jointlyjointly and severally, represents and warrants to Buyer Azteca as follows:follows (such representations and warranties shall be deemed to be made only by the person making such representations and warranties): (a) If such Such Seller is a not an individual, such Seller (other than XxXxxxxx) is duly formed, validly existing and, to the extent applicable under the laws of the corresponding jurisdiction, in good standing under the laws of the jurisdiction of its organization. Such Seller (other than XxXxxxxx) has all requisite organizational power and authority to own, lease and operate its properties and carry on its business as presently owned or conducted, except where the failure to be so organized, validly existing and in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to materially impair such Seller's ability to perform its obligations under the law of its state of formation and has all requisite power and authority to execute and deliver this Agreement. (b) Such Seller has full requisite authority and power to execute, to carry out its obligations hereunder, deliver and perform this Agreement and to consummate the transactions contemplated hereby. Such Seller has taken The execution of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary required action on the part of such Seller, to the extent required under applicable law or such Seller's organizational action to authorizedocuments, and has obtained all no other proceedings on the part of such Seller are necessary approvals for, its execution to authorize this Agreement and delivery of this Agreement, its performance of its obligations hereunder and its the consummation of the transactions contemplated hereby. (b) . This Agreement has been duly executed and delivered by such SellerSeller and, and (assuming due authorization, execution and delivery by Buyer) that this Agreement constitutes such Seller’s the legal, valid and binding obligationobligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws of general application from time to time in effect affecting generally the enforcement of creditors’ ' rights generally and remedies; and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”)equity. (c) Such Seller is The execution and delivery of this Agreement and the sole record and beneficial owner consummation of the Owned Class A Shares transactions contemplated hereby by such Seller and the Owned Class B Shares set forth opposite performance by such Seller of its obligations hereunder (i) does not result in any violation of the name organizational documents of such Seller on (other than XxXxxxxx); (ii) does not conflict with, or result in a breach of any of the Schedule of Sellers. The Schedule of Sellers sets forth opposite the name of terms or provisions of, or constitute a default under any material Contract to which such Seller the number is a party, or by which such Seller or any of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorizedproperties is bound and (iii) does not violate in any material respect any existing applicable law, validly issuedrule, fully paid and non-assessable. Such Seller’s Owned Class B Shares areregulation, and upon conversion thereof the Class A Shares issuable upon such conversion will bejudgment, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements order or restrictions decree of any kind (“Encumbrances”). Such Governmental Authority having jurisdiction over such Seller’s Owned Class B Shares are; provided, and upon conversion thereof the Class A Shares issuable upon such conversion will behowever, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth that no representation or warranty is made in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include foregoing clauses (iii) any stop transfer instructions given to any transfer agent or (iii) with respect to any shares and (ii) any legend matters that would not, individually or notation restricting or purporting in the aggregate, reasonably be expected to restrict the offer, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares materially impair such Seller's ability to be sold by such Seller are delivered against payment therefor in accordance with the terms of perform its obligations under this Agreement, Buyer will acquire valid and marketable title to such Class A Shares, free and clear of all Encumbrances. (d) The Except for applicable requirements of Competition Laws and the Communications Act, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by such Seller in connection with the due execution, delivery and performance by such Seller of this Agreement, Agreement and the consummation by such Seller of the transactions contemplated hereby; provided, do however, that no representation and warranty is made with respect to authorizations, approvals, notices or filings with any Governmental Authority that, if not violate obtained or result made, would not, individually or in the breach ofaggregate, or create any Encumbrance on reasonably be expected to materially impair such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation 's ability to which such Seller is a party or is subject or by which such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares are boundperform its obligations under this Agreement. (e) The executionIMCL holds, delivery beneficially and performance of record, good, valid and marketable title to the IMCL Shares, free and clear of all Encumbrances, other than (1) Permitted Encumbrances set forth in clause (ix) of the definition of Permitted Encumbrances, all of which will be released as of the Closing, (2) Permitted Encumbrances set forth in clause (viii) of the definition of Permitted Encumbrances and (3) Encumbrances under Article VI of the First Amended and Restated Stockholders Agreement of Cine Latino, Inc., dated as of May 1, 2008 (the "Cine Stockholders Agreement"), all of which will be released as of the Closing. (f) Cinema Aeropuerto holds, beneficially and of record, good, valid and marketable title to the Cinema Aeropuerto Shares, free and clear of all Encumbrances, other than (1) Permitted Encumbrances set forth in clause (ix) of the definition of Permitted Encumbrances, all of which will be released as of the Closing, (2) Permitted Encumbrances set forth in clause (viii) of the definition of Permitted Encumbrances and (3) Encumbrances under Article VI of the Cine Stockholders Agreement, all of which will be released as of the Closing. (g) XxXxxxxx holds, beneficially and of record, good, valid and marketable title to the XxXxxxxx Shares, free and clear of all Encumbrances, other than (1) Permitted Encumbrances set forth in clause (ix) of the definition of Encumbrances, all of which will be released as of the Closing, (2) Permitted Encumbrances set forth in clause (viii) of the definition of Permitted Encumbrances and (3) Encumbrances under Article VI of the Cine Stockholders Agreement, all of which will be released as of the Closing. (h) IMP is the sole member of IM and holds, beneficially and of record, good, valid and marketable title to all of the authorized, issued and outstanding limited liability company interests of IM, free and clear of all Encumbrances, other than Permitted Encumbrances set forth in (1) clause (ix) of the definition of Permitted Encumbrances, all of which will be released as of the Closing and (2) clause (viii) of the definition of Permitted Encumbrances. (i) Such Seller is acquiring the IM Merger Consideration or the Cine Merger Consideration, as applicable, for the such Seller's own account for investment purposes only and not with a view to or for the resale, distribution, subdivision or fractionalization thereof. (j) By reason of its or his business or financial experience, such Seller has the capacity to protect its own interest in connection with the transactions contemplated by the Merger Agreement, is able to evaluate and bear the risks of an investment in Parent, and can afford a complete loss of such investment. (k) Such Seller is aware of Parent's business affairs and financial condition and has acquired sufficient information about Parent and the transactions contemplated by this Agreement by such Seller, to reach an informed and knowledgeable decision to acquire an interest in Parent. During the consummation by such Seller negotiation of the transactions contemplated hereby, do not require any consentsuch Seller and its representatives have been afforded full and free access to corporate books, approvalfinancial statements, ratificationrecords, permissioncontracts, registrationdocuments, waiver and other information concerning Azteca and Parent and the transactions contemplated by this Agreement, have been afforded an opportunity to ask such questions of Azteca's and Parent's officers and employees concerning Azteca's and Parent's business, operations, financial condition, assets, liabilities and other relevant matters and they have deemed necessary or other authorization desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third partythe investment contemplated herein. (fm) Such Seller is not, and for at least three months has acknowledges that the shares of Parent Class B Common Stock have not been, an “affiliate” of the Company, as defined in Rule 144(a)(1) been registered under the Securities Act Act, or any state securities laws, inasmuch as they are being acquired in a transaction not involving a public offering and, under such laws and subject to the transfer restrictions set forth herein, may not be resold or transferred by such Seller without appropriate registration or the availability of 1933an exemption from such requirements. In this connection, such Seller represents that it is familiar with SEC Rule 144, as amended (presently in effect, and understands the “Securities Act”). Such Seller is selling the Class A Shares to be sold resale limitations imposed thereby and by it for its own account only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act. No portion of the Purchase Price payable to such Seller will be received indirectly by the Company or any affiliate of the Company. Such Seller’s Class A Shares, upon transfer to Buyer pursuant to the terms hereof, will not be restricted securities within the meaning of Rule 144 under the Securities Act. (gn) Such Seller has, without reliance upon Buyer or any is an "Accredited Investor" as that term is defined in Rule 501(a) of its affiliates, agents or representatives, and based on such information and Regulation D under the advice of such advisors as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Seller acknowledges that neither Buyer nor any of its affiliates, agents or representatives is acting as a fiduciary or financial or investment adviser to such Seller and has not given such Seller any investment advice, opinion or other information on whether the sale of its Class A Shares is prudent. Such Seller acknowledges that (1) Buyer may have, and may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell its Class A Shares, (2) such Seller has not relied on Buyer or any of its affiliates, agents or representatives to provide any disclosure regarding the Company and (3) accordingly, neither Buyer nor any of its affiliates, agents or representatives shall have any liability to such Seller, and such Seller waives and releases any claims that it might have against Buyer and its affiliates, agents and representatives, whether under applicable securities laws or otherwise, with respect to the nondisclosure of any information by Buyer in connection herewith. Such Seller understands that Buyer will rely on the accuracy and truth of these representations, and such Seller hereby consents to such relianceSecurities Act. (h) Such Seller expressly acknowledges and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation to such Seller with respect to the tax or other financial treatment of the transactions contemplated by this Agreement. Such Seller shall be solely responsible for the payment of any and all income, transfer, and other taxes, filing and recording fees and similar charges relating to the transactions contemplated hereby. (i) There are no actions, suits, claims or other legal proceedings pending or, to the knowledge of such Seller, threatened against or by Xxxxxxx X. Xxxxxxxx or such Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby. (j) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Xxxxxxx X. Xxxxxxxx or such Seller.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller hereby represents and warrants, severally and not jointly, warrants to the Buyer as followsthat: Section 2.1. The Seller has valid and marketable title to the Securities set forth opposite such Seller's name on Schedule I hereto, and the sale and transfer of the Securities by the Seller to the Buyer hereunder will vest title to the Securities in the Buyer. Section 2.2. The Securities are owned by the Seller free and clear of any security interest, lien, claim or other encumbrance or any restriction on transfer, except restrictions on transfer arising pursuant to the Securities Act of 1933, as amended, (a"Encumbrances") If such and will be transferred to the Buyer free of any Encumbrances. Section 2.3. The Seller is a not an individual, such Seller is duly organized, validly existing and in good standing under the law of its state of formation and has all requisite full power and authority legal capacity to execute and deliver this Agreement, to carry out perform its obligations hereunder, hereunder and to consummate the transactions contemplated hereby. Such Seller has taken all necessary organizational action to authorize, and has obtained all necessary approvals for, its execution and delivery of this Agreement, its performance of its obligations hereunder and its consummation of the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s legal, valid and binding obligation, enforceable against such Seller in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”). (c) Such Seller is the sole record and beneficial owner of the Owned Class A Shares and the Owned Class B Shares set forth opposite the name of such Seller on the Schedule of SellersSection 2.4. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include (i) any stop transfer instructions given to any transfer agent with respect to any shares and (ii) any legend or notation restricting or purporting to restrict the offer, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares to be sold by such Seller are delivered against payment therefor in accordance with the terms of this Agreement, Buyer will acquire valid and marketable title to such Class A Shares, free and clear of all Encumbrances. (d) The execution, delivery and performance by such Seller of this Agreement, and the consummation by such Seller of the transactions contemplated hereby, do not violate or result in the breach of, or create any Encumbrance on such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation to which such Seller is a party or is subject or by which such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares are bound. (e) The execution, delivery and performance of this Agreement by such Seller, and the consummation by such Seller of the transactions contemplated hereby, do not require any No consent, approval, ratification, permission, registration, waiver authorization or other authorization order of any court, governmental agencyagency or body having jurisdiction over the Seller is required for the execution, divisiondelivery or performance of the Seller of its obligations hereunder, commissionincluding, instrumentalitywithout limitation, bureau, official, organization, unit or other authority, any court or tribunal or any third partythe sale of the Securities. (f) Such Section 2.5. Each Seller is nota sophisticated investor and has the appropriate knowledge and experience in financial and business matters to evaluate, negotiate and for at least three months has not been, an “affiliate” implement the sale of the CompanySecurities. Each Seller has been afforded the opportunity to consult with such financial, as defined in Rule 144(a)(1) under the Securities Act of 1933investment, as amended (the “Securities Act”). Such Seller is selling the Class A Shares to be sold by it for its own account only legal and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act. No portion of the Purchase Price payable to such Seller will be received indirectly by the Company or any affiliate of the Company. Such Seller’s Class A Shares, upon transfer to Buyer pursuant to the terms hereof, will not be restricted securities within the meaning of Rule 144 under the Securities Act. (g) Such Seller has, without reliance upon Buyer or any of its affiliates, agents or representatives, and based on such information and the advice of such advisors tax experts as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Seller acknowledges that neither Buyer nor any of its affiliates, agents or representatives is acting as a fiduciary or financial or investment adviser to such Seller and has not given such Seller any investment advice, opinion or other information on whether deems appropriate in connection with the sale of its Class A Shares is prudentthe Securities. Such Each Seller acknowledges that (1) Buyer may have, and may come into possession of, has adequate information with respect to the business, financial affairs and prospects of the Company to evaluate the merits and risks of the sale of the Securities. Each Seller acknowledges that is not known Buyer and its affiliates possess or have access to such Seller and that may be or the benefit of material to a decision to sell its Class A Shares, (2) such Seller has not relied on Buyer or any of its affiliates, agents or representatives to provide any disclosure non-public information regarding the Company and its subsidiaries (3"Confidential Information") accordingly, neither Buyer nor any of its affiliates, agents or representatives shall that may not have any liability been communicated to such Seller, and such each Seller waives and releases any claims further acknowledges that it might have against Buyer and its affiliates, agents and representatives, whether under applicable securities laws or otherwise, with respect to the nondisclosure of any information by Buyer in connection herewith. Such Seller understands that Buyer will rely on the accuracy and truth of these representations, and such Seller hereby consents to such reliance. (h) Such Seller expressly acknowledges and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation to such Seller with respect to the tax or other financial treatment of the transactions contemplated by this Agreement. Such Seller shall be solely responsible for the payment of any and all income, transfer, and other taxes, filing and recording fees and similar charges relating to the transactions contemplated hereby. (i) There are no actions, suits, claims or other legal proceedings pending or, to the knowledge of such Seller, threatened against or by Xxxxxxx X. Xxxxxxxx or such Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby. (j) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection proceeding with the transactions contemplated hereby based upon arrangements made knowingly and voluntarily without access to or the benefit of such Confidential Information. Each Seller hereby waives any and all claims he may have or may hereafter acquire against Buyer or its affiliates or any of their respective partners, members, officers, directors, employees, agents or representatives relating to any failure by or on behalf any of Xxxxxxx X. Xxxxxxxx or such Sellerthem to disclose Confidential Information in connection with the sale of the Securities contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller hereby represents and warrantsof the Sellers, severally and not jointly, represents and warrants to Buyer as follows: (a) If such Seller is a not an individual, such Such Seller is duly organized, validly existing and in good standing as a corporation under the law laws of the jurisdiction of its state of formation incorporation and has all requisite corporate power and authority to execute own, hold and deliver this Agreement, to carry out operate its obligations hereunderproperties and assets, and to consummate the transactions contemplated herebycarry on its business as presently conducted. Such Seller has taken all necessary organizational action requisite corporate power and authority to authorize, enter into this Agreement and has obtained all necessary approvals for, its execution each Related Instrument to which it is or shall become a party and delivery of this Agreement, its performance of perform its obligations hereunder and its consummation of the transactions contemplated herebythereunder. (b) This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s legal, valid and binding obligation, enforceable against such Seller in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”). (c) Such Seller is the sole record and beneficial owner of the Owned Class A Shares and the Owned Class B Shares set forth opposite the name of such Seller on the Schedule of Sellers. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include (i) any stop transfer instructions given to any transfer agent with respect to any shares and (ii) any legend or notation restricting or purporting to restrict the offer, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares to be sold by such Seller are delivered against payment therefor in accordance with the terms of this Agreement, Buyer will acquire valid and marketable title to such Class A Shares, free and clear of all Encumbrances. (d) The execution, delivery and performance by such Seller of this Agreement, Agreement and such Related Instruments and the consummation by such Seller of the transactions contemplated hereby, do not violate or result in hereby and thereby have been duly authorized by all necessary corporate action on the breach of, or create any Encumbrance on part of such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation to which such Seller is a party or is subject or by which such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares are bound. (ec) The executionThis Agreement has been, delivery and performance each such Related Instrument, when executed and delivered, shall be, duly executed and delivered by such Seller and constitutes (or, in the case of this Agreement by such Related Instruments, when executed and delivered will constitute) a valid and binding obligation of such Seller, and enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the consummation by such Seller availability of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third partyequitable remedies. (fd) Such Seller is not, and for at least three months has not been, an “affiliate” of To the Company, as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such Seller is selling the Class A Shares to be sold by it for its own account only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act. No portion of the Purchase Price payable to such Seller will be received indirectly by the Company or any affiliate of the Company. Such Seller’s Class A Shares, upon transfer to Buyer pursuant to the terms hereof, will not be restricted securities within the meaning of Rule 144 under the Securities Act. (g) Such Seller has, without reliance upon Buyer or any of its affiliates, agents or representatives, and based on such information and the advice of such advisors as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Seller acknowledges that neither Buyer nor any of its affiliates, agents or representatives is acting as a fiduciary or financial or investment adviser to such Seller and has not given such Seller any investment advice, opinion or other information on whether the sale of its Class A Shares is prudent. Such Seller acknowledges that (1) Buyer may have, and may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell its Class A Shares, (2) such Seller has not relied on Buyer or any of its affiliates, agents or representatives to provide any disclosure regarding the Company and (3) accordingly, neither Buyer nor any of its affiliates, agents or representatives shall have any liability to such Seller, and such Seller waives and releases any claims that it might have against Buyer and its affiliates, agents and representatives, whether under applicable securities laws or otherwise, with respect to the nondisclosure of any information by Buyer in connection herewith. Such Seller understands that Buyer will rely on the accuracy and truth of these representations, and such Seller hereby consents to such reliance. (h) Such Seller expressly acknowledges and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation to such Seller with respect to the tax or other financial treatment of the transactions contemplated by this Agreement. Such Seller shall be solely responsible for the payment of any and all income, transfer, and other taxes, filing and recording fees and similar charges relating to the transactions contemplated hereby. (i) There are no actions, suits, claims or other legal proceedings pending or, to the best knowledge of such Seller, threatened against or by Xxxxxxx X. Xxxxxxxx or the Partnership is (i) duly organized and validly existing as a limited partnership under the laws of the State of Oklahoma; (ii) has all (e) At the Closing, such Seller that challenge will transfer to Buyer such Seller's Purchased Interest, free and clear of any lien, pledge, security interest, claim, or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby. (j) No broker, finder or investment banker is entitled to any brokerage, finder’s charge or other fee encumbrance or commission any restriction on transfer voluntarily created by Seller, other than as expressly set forth in connection with the transactions contemplated hereby based upon arrangements made by Partnership's Partnership Agreement or on behalf existing or arising under applicable law and other than the possible lien of Xxxxxxx X. Xxxxxxxx taxes not yet due and payable and minor imperfections in title and encumbrances and other minor matters, if any, which singly or in the aggregate are not substantial in an amount, do not materially detract from the value of such SellerPurchased Interest.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller hereby represents and warrantsSeller, severally and not jointly, hereby represents and warrants to Buyer the applicable Buyer, as followsof the date hereof and as of the Closing Date, that: (a) If such Seller is a not an individual, such Such Seller is duly organized, organized and validly existing and or subsisting, as the case may be, in good standing under its jurisdiction of incorporation, the law of its state of formation and has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. Such Seller has taken all necessary organizational action to authorize, and has obtained all necessary approvals for, its execution and delivery of this Agreement, its performance of its obligations hereunder Agreement and its the consummation of the transactions contemplated hereby. (b) This hereby have been duly and validly authorized by all necessary action on the part of such Seller, and this Agreement has been duly executed and delivered by such Seller, Seller and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s a legal, valid and binding obligation, obligation of such Seller enforceable against such Seller in accordance with its terms, except as limited by . (ib) applicable bankruptcy, insolvency, reorganization, moratorium Such Seller has full organizational power and other laws authority to enter into this Agreement and to assign each of general application affecting enforcement of creditors’ rights generally and (ii) laws relating its Transferred Interests to the availability applicable Buyer. The execution and delivery of specific performancethis Agreement by such Seller and the consummation of the transactions contemplated by this Agreement by such Seller do not conflict with, injunctive relief violate any of the terms and provisions of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under, the governing agreements of such Seller or any law, statute, regulation, decree, judgment, license, order, agreement or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”)restriction applicable to such Seller. (c) Such Seller is the sole record and beneficial owner of the Owned Class A Shares and the Owned Class B Shares set forth opposite the name of such Seller on the Schedule of Sellers. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include (i) any stop transfer instructions given Subject to any transfer agent with respect to restrictions contained in the applicable Partnership Agreements and any shares transfer restrictions imposed by the Federal and (ii) any legend or notation restricting or purporting to restrict the offerstate securities laws, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares to be sold by such Seller are delivered against payment therefor owns all right, title and interest in accordance with and to each of the terms of this Agreement, Buyer will acquire valid and marketable title to such Class A SharesTransferred Interests, free and clear of all Encumbrancesclaims, liens, pledges, charges, security interests, encumbrances, or rights of any nature of any third party (each, an “Encumbrance”) and upon payment of the Purchase Price with respect to a Transferred Interest by a Buyer as provided in this Agreement, such Buyer will acquire marketable title to such Transferred Interest, free and clear of any such Encumbrance, but subject to any obligations imposed on the applicable Buyer by its constituent documents and any restrictions on subsequent transfers imposed pursuant to the Partnership Agreements or Federal and state securities laws. (d) The execution, delivery and performance Each LP Interest held by an LP Interest Seller comprises the total interest of such Seller in the applicable LP Interest Partnership. Each Economic Interest held by an Assigned Interest Seller comprises the total interest of this Agreementsuch Seller in the applicable Assigned Interest Partnership as set forth on Exhibit A-2. The total capital commitment to each of the Partnerships in respect of each Transferred Interest is the amount set forth on Exhibits A-1 and A-2, respectively, hereto under the heading “Commitment with Respect to the Transferred Interest.” Except as reflected in the applicable Price Adjustment Certificate, (i) each Seller has paid in full to each applicable Partnership when due with respect to the applicable Transferred Interest the amount of such capital certified by the Sellers, (ii) each Seller has an outstanding unfunded commitment to each applicable Partnership with respect to the applicable Transferred Interest in the amount of such capital certified by the Sellers, and (iii) the consummation by such Seller net asset value of each Transferred Interest as of the transactions contemplated hereby, do applicable Valuation Date as reported by the applicable General Partner is the amount certified by the Sellers. Such Seller is not violate in default under or result in breach in any material respect of any of the breach of, or create Constituent Documents of any Encumbrance on such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation of the Partnerships to which such Seller it is a party and has not acted or omitted to act in such a way that, with notice or lapse of time or both, it would be in default or in breach of any Constituent Document to which it is subject a party. Such LP Interest Seller has not opted out of or otherwise been excused from any portfolio investment made by which such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares are boundany of the LP Interest Partnerships and has participated in its pro rata share of each portfolio investment made by the respective LP Interest Partnerships. (e) The executionNone of the Partnerships has made any distributions to any Seller since the applicable Valuation Date, delivery and performance of this Agreement by such Seller, and except as may be reflected in the consummation Price Adjustment Certificate duly executed by such Seller of at the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third partyClosing. (f) Such No LP Interest Seller is not, has taken any action with respect to any of the LP Interest Partnerships or the LP Interests other than as a limited partner or member of the respective LP Interest Partnerships in accordance with the respective Partnership Agreements and for at least three months has not been, an “affiliate” waived any of its rights under the Constituent Documents to which it is a party that has or would reasonably be expected to adversely affect its LP Interests. From and after the date of the Companyapplicable Assignment and Assumption Agreement, as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such no Assigned Interest Seller is selling the Class A Shares has taken any action with respect to be sold by it for its own account only and not with a view to, or for sale in connection with, a distribution within the meaning any of the Securities Act. No portion Assigned Interest Partnerships or the Assigned Interests that has or would reasonably be expected to adversely affect the value of the Purchase Price payable to such Seller will be received indirectly by the Company or any affiliate of the Company. Such Seller’s Class A Shares, upon transfer to Buyer pursuant to the terms hereof, will not be restricted securities within the meaning of Rule 144 under the Securities Actits Assigned Interests. (g) Such In reliance on the representations and warranties made by the Buyers in Section 6 hereof, no consent, license, approval, order or authorization of, or registration, declaration or filing with any governmental authority, agency, bureau, commission (each, a “Governmental Authority”) or other person is required to be obtained (other than any consents required under the applicable Partnership Agreement) by any Seller hasin connection with the sale, without reliance upon Buyer or assignment and transfer of any of its affiliates, agents or representatives, and based on such information and the advice of such advisors as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Seller acknowledges that neither Buyer nor any of its affiliates, agents or representatives is acting as a fiduciary or financial or investment adviser to such Seller and has not given such Seller any investment advice, opinion or other information on whether the sale of its Class A Shares is prudent. Such Seller acknowledges that (1) Buyer may have, and may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell its Class A Shares, (2) such Seller has not relied on Buyer or any of its affiliates, agents or representatives to provide any disclosure regarding the Company and (3) accordingly, neither Buyer nor any of its affiliates, agents or representatives shall have any liability to such Seller, and such Seller waives and releases any claims that it might have against Buyer and its affiliates, agents and representatives, whether under applicable securities laws or otherwise, with respect to the nondisclosure of any information by Buyer in connection herewith. Such Seller understands that Buyer will rely on the accuracy and truth of these representations, and such Seller hereby consents to such relianceTransferred Interests. (h) Such Seller expressly acknowledges and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation to such Seller with respect to the tax or other financial treatment of the transactions contemplated by this Agreement. Such Seller shall be solely responsible for the payment of any and all income, transfer, and other taxes, filing and recording fees and similar charges relating to the transactions contemplated hereby. (i) There No proceedings are no actions, suits, claims or other legal proceedings pending or, to the knowledge of such the Seller, threatened against or by Xxxxxxx X. Xxxxxxxx or affecting such Seller that challenge before any Governmental Authority, court, tribunal or seek similar entity which, in the aggregate, would reasonably be expected to preventadversely affect any action taken or to be taken by such Seller under this Agreement or any of the applicable Transfer Agreements to be executed on the relevant Closing Date. (i) Except for SSG Capital Advisors, enjoin L.P., the commissions and expenses of which shall be borne by the Sellers, the Sellers have not employed any finder, broker, agent or otherwise delay other intermediary in connection with the negotiation or consummation of this Agreement or any of the transactions contemplated herebyhereby in such a manner as to give rise to a valid claim against the Buyers for any commission. Such Seller will indemnify, severally and not jointly, the Buyers and hold them harmless against and from any and all liabilities, expenses, costs, losses and claims arising from any employment by the Sellers of, or services rendered to the Sellers by, any finder, broker, agent or other intermediary in such connection (or any allegation of any such employment or services). (j) No brokerThe Sellers have delivered, finder or investment banker caused to be delivered, to the Buyers true and accurate copies of all the Constituent Documents. Other than the agreements, instruments and other documents listed on Exhibits C-1, C-2 and C-3, and this Agreement and the related transactional documents none of the Sellers is entitled a party to or bound by any brokeragecontract, finder’s agreement, commitment or waiver with respect to the Transferred Interests. (k) Each Seller has evaluated the merits and risks of selling each of the Transferred Interests on the terms set forth in this Agreement, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such sale, is aware of and has considered the financial risks and financial hazards of selling each of the Transferred Interests on the terms set forth in this Agreement and is willing to forego through such sales the potential for future economic gain that might be realized from each of the Transferred Interests. Each Seller has had access to such information regarding the business and finances of each of the Partnerships and General Partners and such other fee or commission matters with respect to each of the Partnerships and General Partners as a reasonable person would consider in evaluating the transactions contemplated hereby, including, in particular, all information necessary to determine the fair market value of each of the Transferred Interests. (l) Each Seller has been represented by, and had the assistance of, counsel in the conduct of any due diligence, in the preparation and negotiation of this Agreement, the Transfer Agreements and any related documentation and in connection with the consummation of the transactions contemplated hereby. No representation or warranty by a Seller in this Agreement and no statement made or contained in any certificate or instrument delivered, or to be delivered, to the Buyer pursuant to this Agreement (including the Price Adjustment Certificates and the Transfer Agreements) contains or will contain, as of the date such statement is made or deemed made, any untrue statement of a material fact or omits or will omit, as of the date such statement is made or deemed made, to state a material fact necessary to make such representations, warranties or statements not misleading as of the date made or deemed made. (m) Each LP Interest Seller either (i) acquired the LP Interest at original issue directly from the relevant LP Interest Partnership or (ii) acquired the LP Interest from a general partner or limited partner of the Partnership prior to October 22, 2004. Each Seller’s tax basis for U.S. federal income tax purposes, as of the last day of the Partnership’s fiscal year prior to the fiscal year including the date hereof, with respect to the Transferred Interest was the amount certified by the Seller. Each Seller shall furnish or cause to be furnished to the Buyer, promptly after receipt, its Schedule K-1 to IRS Form 1065 for each Partnership for the fiscal year including the date hereof. In furtherance thereof, each Seller hereby based upon arrangements made by or on behalf authorizes the General Partner to furnish directly to the Buyer copies of Xxxxxxx X. Xxxxxxxx or such Seller’s Schedule K-1s for such fiscal year. For purposes of this paragraph, if the Partnership furnishes to a Seller a statement in lieu of a Schedule K-1, “Schedule K-1” shall mean such statement. (n) With respect to each Economic Interest (or predecessor interest of each Economic Interest), either (i) the respective Assigned Interest Partnership will not be an “electing investment partnership” within the meaning of Section 743(e)(6) of the Internal Revenue Code of 1986, as amended, (ii) no loss has been recognized by any transferor with respect to any transfer of such Economic Interest (or predecessor interest), or (iii) to the extent any loss was so recognized, such loss relates to a transfer which took place prior to October 22, 2004.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller hereby by its acceptance hereof represents and warrants, severally warrants as follows and not jointly, to Buyer as followsacknowledges that the Offeror is relying upon such representations and warranties in connection with entering into this agreement and the purchase by the Offeror of the Subject Shares: (a) If such Seller is the beneficial owner of the Subject Shares and Options listed on Schedule A thereto beside such Seller's name and such Seller is the registered owner of such Subject Shares and Options (or the nominee of such Seller identified in Schedule A) or will become the registered owner of such Subject Shares not later than the time at which they are tendered to the Offer; (b) except as disclosed in writing to BCE, (i) such Seller has the sole right to sell and vote (to the extent permitted by the attributes of such shares or pursuant to applicable law, regulation or policy) all the Subject Shares held by such Seller and (ii) all the Subject Shares and Options held by such Seller are now, and at the time at which the Offeror takes up and pays for the Subject Shares will be, beneficially owned by such Seller with a good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands of any nature or kind whatsoever (collectively, "Encumbrances") and are and will be issued and outstanding as fully paid and non-assessable shares in the capital of the Company. To the extent that any Subject Shares are subject to Encumbrances, the Seller is not in breach of any covenant, term or condition of any agreement or instrument pursuant to which such Encumbrance was created or granted; (c) except as disclosed in writing to BCE, no person, firm or corporation has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from such Seller of any of the Subject Shares or Options owned by such Seller or any interest therein or right thereto, except the Offeror pursuant hereto; (d) except as disclosed in writing to BCE, none of the execution and delivery by such Seller of this agreement or the completion of the transactions contemplated hereby or the compliance by such Seller with such Seller's obligations hereunder will result in a breach of: (i) if such Seller is a not an individualcorporation, the constating documents of such Seller; or (ii) any agreement or instrument to which such Seller is a party or by which such Seller or any of such Seller's property or assets are bound; (e) if a corporation, such Seller is duly organized, a validly existing and in good standing under the law of its state of formation subsisting corporation and has all requisite necessary corporate power and authority to execute and deliver this Agreement, the agreement resulting from its acceptance hereof and to carry out perform its obligations hereunder, and to consummate the transactions contemplated hereby. Such Seller has taken all necessary organizational action to authorize, and has obtained all necessary approvals for, its execution and delivery of this Agreement, its performance of its obligations hereunder and its consummation of the transactions contemplated hereby.; (bf) This Agreement this agreement has been duly executed and delivered by such Seller, Seller and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s legal, a valid and binding obligation, obligation of such Seller enforceable against such Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”). (c) Such Seller is the sole record and beneficial owner only securities of the Owned Class A Shares and the Owned Class B Shares set forth opposite the name of such Seller on the Schedule of Sellers. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorizedCompany beneficially owned, validly issueddirectly or indirectly, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stockholders’ Agreement. For avoidance of doubt, “Encumbrance” shall include (i) any stop transfer instructions given to any transfer agent with respect to any shares and (ii) any legend or notation restricting or purporting to restrict the offer, sale, transfer, pledge, Encumbrance or other disposition of any shares. When the Class A Shares to be sold by such Seller are delivered against payment therefor the Subject Shares and Options listed on Schedule A hereto beside such Seller's name and, in accordance with the terms case of this AgreementTelesystem Telecom Ltd., Buyer will acquire valid and marketable title the 3,063,072 common shares of the Company pledged to secure the obligations of Telesystem Telecom Ltd. under exchangeable debentures issued November 18, 1992 to Ontario Teachers' Pension Plan Board, (ii) except for the Options listed on Schedule A hereto, such Class A SharesSeller has no agreement or option, free and clear or right or privilege (whether by law, pre-emptive or contractual) capable of all Encumbrances. (d) The executionbecoming an agreement or option, delivery and performance for the purchase or acquisition by such Seller of this Agreement, and the consummation by or transfer to such Seller of the transactions contemplated hereby, do not violate or result in the breach of, or create any Encumbrance on such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares pursuant to, any contract, agreement, instrument, order, judgment, decree, law or governmental regulation to which such Seller is a party or is subject or by which such Seller’s Owned Class A Shares, Owned Class B Shares or Class A Shares are bound. (e) The execution, delivery and performance of this Agreement by such Seller, and the consummation by such Seller additional securities of the transactions contemplated hereby, do not require any consent, approval, ratification, permission, registration, waiver or other authorization of any governmental agency, division, commission, instrumentality, bureau, official, organization, unit or other authority, any court or tribunal or any third party. Company and (fiii) Such Seller is not, and for at least three months has not been, an “affiliate” of the Company, as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such Seller is selling the Class A Shares to be sold by it for its own account only and not with a view to, or for sale in connection with, a distribution within the meaning of the Securities Act. No portion of the Purchase Price payable to such Seller will be received indirectly by not purchase other than as permitted hereunder or obtain any agreement or right to purchase any additional securities of the Company from and including the date hereof up to and including the time at which the Offeror takes up and pays for the Subject Shares; (h) such Seller has no claim against the Company or any affiliate of its subsidiaries at the Company. Such Seller’s Class A Shares, upon transfer to Buyer pursuant to the terms hereof, date of this agreement and will not be restricted securities within have any claim against the meaning of Rule 144 under the Securities Act. (g) Such Seller has, without reliance upon Buyer Company or any of its affiliatessubsidiaries by reason of the entering into of this agreement, agents the completion of the Offer or representatives, and based on such information and the advice completion of the Alternative Transactions; provided however that the foregoing shall not prejudice the rights of such advisors as Seller under this agreement, the Offer, the Alternative Transactions or the service agreement dated March 18, 1992 between the Company and Gestion Charles Sirois Inc. (except that Charles Sirois has waived his right xx xeceive options on 400,000 xxxxxx shares of the Company) and true and complete copies of the Sirois Agreement have been provided to BCE prior to the datx xxxxof; (i) such Seller has deemed appropriate, made full knowledge of and access to information concerning the Company and its own analysis and decision to enter securities such that the underlying value of the Company was a material factor considered by such Seller in entering into this Agreement. Such agreement, (ii) in agreeing to the price to be paid pursuant to the Offer, there are no non-financial factors or factors peculiar to such Seller acknowledges which have been considered relevant to such Seller in assessing such price or that neither Buyer nor any had the effect of its affiliates, agents or representatives is acting as a fiduciary or financial or investment adviser reducing the price that would otherwise have been considered acceptable to such Seller and has not given such Seller any investment advice, opinion or other information on whether the sale of its Class A Shares is prudent. Such Seller acknowledges that (1) Buyer may have, and may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell its Class A Shares, (2iii) such Seller has not relied on Buyer or had no knowledge of any material non-public information in respect of its affiliates, agents or representatives to provide any disclosure regarding the Company or the Common Shares which was not disclosed generally and (3) accordinglythat, neither Buyer nor any of its affiliatesif disclosed, agents or representatives shall could reasonably have any liability been expected to such Seller, and such Seller waives and releases any claims that it might have against Buyer and its affiliates, agents and representatives, whether affect the consideration payable under applicable securities laws or otherwise, with respect to the nondisclosure of any information by Buyer in connection herewith. Such Seller understands that Buyer will rely on the accuracy and truth of these representations, and such Seller hereby consents to such reliance. (h) Such Seller expressly acknowledges and agrees that neither Buyer nor any of its affiliates, agents or representatives has made any representation to such Seller with respect to the tax or other financial treatment of the transactions contemplated by this Agreement. Such Seller shall be solely responsible for the payment of any and all income, transfer, and other taxes, filing and recording fees and similar charges relating to the transactions contemplated hereby. (i) There are no actions, suits, claims or other legal proceedings pending or, to the knowledge of such Seller, threatened against or by Xxxxxxx X. Xxxxxxxx or such Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby.agreement; and (j) No except for Lehman Brothers and RBC Dominion Securities Inc., no broker, finder xxxxer or investment banker is entitled to any brokerage, finder’s 's or other fee or commission commission, or to the reimbursement of any of its expenses, in connection with the transactions contemplated hereby Offer or any similar transaction based upon arrangements made by or on behalf of Xxxxxxx X. Xxxxxxxx or such the Seller.