Common use of Representations and Warranties of Each Shareholder Clause in Contracts

Representations and Warranties of Each Shareholder. Each Shareholder represents and warrants to Parent as follows: (i) Such Shareholder has full legal right, power and capacity to execute and deliver this Agreement, to perform Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions; provided that if such Shareholder is married, and any of the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date hereof, there is no Action pending or, to the knowledge of such Shareholder, threatened against such Shareholder before or by any Governmental Authority, except, as would not reasonably be expected, either individually or in the aggregate, to impair the ability of such Shareholder to perform its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Representations and Warranties of Each Shareholder. Each Shareholder hereby represents and warrants warrants, severally and not jointly, to Parent the Company as follows: (ia) Such Shareholder owns individually and beneficially the Shares set forth opposite such Shareholder’s name on Schedule I attached hereto. Such Shares constitute all of the shares owned individually and beneficially by such Shareholder on the date hereof. Except as set forth on Schedule I attached hereto, such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 2 hereof, sole power of disposition, sole power to demand and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Shares listed in Schedule I attached hereto with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Such Shareholder has full legal right, the power and capacity authority to execute enter into and deliver this Agreement, to perform all of such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) under this Agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy except in each case as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and Equity Exceptions; provided that if by bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies generally. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is marrieda trustee, or any party to any other agreement or arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated hereby. (c) (i) Except as may be required under applicable securities laws, no filing with, and no permit, authorization, consent or approval of, any of the Shares constitute community property or spousal approval Governmental Entity is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does notShareholder, and the consummation by such Shareholder of the transactions contemplated hereby and the compliance by such Shareholder with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim transactions contemplated hereby or other Lien (other than any restrictions created compliance by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of with any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date provisions hereof, there is no Action pending orexcept in cases in which any conflict, to the knowledge of such Shareholderbreach, threatened against such Shareholder before default or by any Governmental Authority, except, as violation described below would not reasonably be expected, either individually or in the aggregate, to impair interfere with the ability of such Shareholder to perform itssuch Shareholder’s obligations hereunder, his shall (A) conflict with or her obligations hereunder result in any breach of any organizational documents applicable to such Shareholder, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to consummate any third party right of termination, cancellation, modification or acceleration) under, any of the transactions contemplated hereby on terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license or other Contract of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which such Shareholder is a timely basisparty or by which such Shareholder or any of such Shareholder’s properties or assets may be bound or (C) violate any Order or Law applicable to such Shareholder or any of such Shareholder’s properties or assets. (d) Except as permitted by this Agreement, the Shares beneficially owned by such Shareholder and the certificates representing such Shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all Liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for any such Liens or proxies arising hereunder.

Representations and Warranties of Each Shareholder. Each Shareholder represents and warrants to Parent LATAM and each other Shareholder as follows:: 2 (a) As of the date hereof (in the case of an Initial Shareholder and the Fund) and as of the date it executes a Joinder Agreement (in the case of an Additional Shareholder), (i) Such is the beneficial owner (or in the case of the Fund, its members are the beneficial owners) of the number of shares of LATAM common stock (the “Common Stock”), or shares of Common Stock represented by American Depositary Shares (“ADS”), set forth opposite such Shareholder’s name on Schedule A hereto (in the case of an Initial Shareholder has full legal rightand the Fund) or on the signature page of such Additional Shareholder’s Joinder Agreement (in the case of an Additional Shareholder) (the “Shares”) and (ii) does not have any beneficial ownership interest in any other shares of LATAM or any restricted stock, power deferred stock units, options or warrants to acquire Common Stock, ADS or other right or security convertible into or exercisable or exchangeable for shares of Common Stock or ADS, other than such Shareholder’s interest in any Tranche C Loans. (b) From and capacity after the date hereof (in the case of an Initial Shareholder and the Fund) or as of the date it executes a Joinder Agreement (in the case of an Additional Shareholder) and for so long as this Agreement remains in effect (including as of the record date for the determination of shareholders entitled to execute vote at, and deliver as of the date of, the Shareholders’ Meeting), except as otherwise provided in this Agreement, such Shareholder has, and shall have, full power and authority to (i) in the case of the Fund, retain the voting rights of the relevant Shares; (ii) make, enter into, and carry out the terms of this Agreement; and (iii) vote all of such Shareholder’s Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other person or entity (including any Governmental Authority) except for any such consent, approval or action which, individually or in the aggregate, would not reasonably be expected to materially impair or materially adversely affect such Shareholder’s ability to perform promptly such Shareholder’s obligations hereunder and or to consummate the transactions contemplated herebyhereby or render inaccurate any of the representations made herein (and except for any consent, approval or action required by that certain Shareholders Agreement, dated as of January 25, 2012, by and between Costa Verde Aeronáutica S.A., Inversiones Mineras del Cantábrico S.A. and TEP Chile S.A.). Such Shareholder has not entered into any arrangement or agreement with any person limiting or affecting such Shareholder’s legal power, authority, or right to vote such Shareholder’s Shares on any matter (iiexcluding that certain Shareholders Agreement, dated as of January 25, 2012, by and between Costa Verde Aeronáutica S.A., Inversiones Mineras del Cantábrico S.A. and TEP Chile S.A.). 2 NTD: The Fund will execute the relevant documentation with the shareholders that are members thereof, mirroring in all material respects the representations and warranties set forth herein. (c) this This Agreement (in the case of an Initial Shareholder and the Fund) and as of the date it executes a Joinder Agreement, the Joinder Agreement (in the case of an Additional Shareholder), has been duly and validly executed and delivered by such Shareholder and the executionand, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) assuming this Agreement constitutes the legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions; provided that if such Shareholder is married, and any of the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, a valid and binding obligation ofof LATAM, constitutes the valid and binding obligation of such Shareholder’s spouseShareholder (except to the extent that its enforceability may be limited by applicable bankruptcy, enforceable against insolvency, reorganization or other similar law affecting the enforcement of creditors’ rights generally or by general equitable principles). If this Agreement or any Joinder Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement on behalf of such Shareholder’s spouse in accordance with its terms;Shareholder has full power and authority to enter into and perform this Agreement and such Joinder Agreement. (bd) The execution and delivery of this Agreement (in the case of an Initial Shareholder and the Fund) and as of the date it executes a Joinder Agreement, the Joinder Agreement (in the case of an Additional Shareholder), and the performance by such Shareholder does not, and the consummation of the transactions contemplated hereby agreements and the compliance with the provisions hereof obligations hereunder will not, not result in any breach or violation of or be in conflict with or violate constitute a default under its organizational documents, any applicable Law term of any contract to or agreement binding upon by which such Shareholder is a party or the Shares, nor require any authorization, consent or approval ofbound, or filing with, any Governmental Authoritylaw to which such Shareholder (or such Shareholder’s Shares) is subject or bound, except for any such breach, violation, conflict, or default which, individually or in each case for filings with the SEC by such Shareholder or as aggregate, would not impact reasonably be expected to materially impair or materially adversely affect such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares promptly and (ii) such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of fully such Shareholder’s Shares, (C) does not own, of record obligations hereunder or beneficially, any shares of capital stock of to consummate the Company (transactions contemplated hereby or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of render inaccurate any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; andrepresentations made herein. (de) As of the date hereofof this Agreement (in the case of an Initial Shareholder and the Fund) and as of the date it executes a Joinder Agreement (in the case of an Additional Shareholder), there is are no Action actions, suits, or proceedings pending or, to the knowledge of such Shareholder, threatened in writing against such Shareholder at law or in equity by or before or by any Governmental Authority, except, as would not Authority that could reasonably be expected, either individually or in the aggregate, expected to impair the ability of such Shareholder to perform its, his or her promptly and fully such Shareholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereby.

Representations and Warranties of Each Shareholder. Each Shareholder (severally and not jointly) hereby represents and warrants as to Parent itself as follows: (ia) Such Shareholder is the record holder and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has full legal rightgood, power valid and capacity to execute marketable title to, the Covered Shares, free and deliver clear of liens other than as created by this Agreement. (b) Such Shareholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to perform issue instructions with respect to the matters set forth herein, in each case, with respect to such Shareholder’s obligations hereunder and to consummate the transactions contemplated herebyCovered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent such Shareholder from satisfying, its, his or her obligations pursuant to this Agreement. (c) This Agreement has been duly authorized (with respect to any Shareholder that is not an individual), executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the legal, a valid and binding agreement of such Shareholder, Shareholder enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exceptions; provided that if similar Laws (as defined below) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (d) No filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Shareholder is marriedfrom, and any of the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legalgiven by such Shareholder to, binding or be made by such Shareholder with, any governmental authority in connection with the execution, delivery and enforceableperformance by such Shareholder of this Agreement, this Agreement has been duly authorizedother than any filings, executed notices and delivered byreports pursuant to, and constitutes in compliance with or required to be made under the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms;Exchange Act. (be) The execution execution, delivery and delivery performance of this Agreement by such Shareholder does do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof Transaction will not, conflict with constitute or violate result in (i) a breach or violation of, or a default under, the governing documents of such Shareholder (if such Shareholder is not an individual), (ii) a breach or violation of any applicable Law Law, or agreement (iii) a breach or violation of, or a default under, any contract binding upon such Shareholder or except, in the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and clause (ii) or (iii) directly above, for any such Shareholder (A) ownsbreach, beneficially and of recordviolation, or controls all of the Shares free and clear of any proxydefault that would not, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date hereof, there is no Action pending or, to the knowledge of such Shareholder, threatened against such Shareholder before or by any Governmental Authority, except, as would not reasonably be expected, either individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the such Shareholder’s ability of such Shareholder to perform its, his or her obligations hereunder or the consummation of the Transaction. For purposes of this Agreement, “Law” means, with respect to consummate the transactions contemplated hereby any person, any transnational, domestic or foreign, federal, state, local or provincial law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a governmental authority that is binding on a timely basisor applicable to such person.

Representations and Warranties of Each Shareholder. Each Shareholder represents and warrants to the Company and Parent as follows: : (ia) Such such Shareholder has full legal right, power right and capacity to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (iib) this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (c) assuming the due authorization, execution and (iii) delivery by the Company and Parent, this Agreement constitutes the legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the Bankruptcy rights of creditors generally and Equity Exceptions; provided that if the availability of equitable remedies (regardless of whether such Shareholder enforceability is marriedconsidered in a proceeding in law or equity), and any of (d) the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any applicable Law Laws or agreement Contract binding upon such Shareholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; , (ce) (i) Such as of the date hereof, such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and Existing Shares, (iif) as of the date hereof, such Shareholder (A) owns, beneficially and of record, or controls all of owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (BLaws) and has sole voting power, power with respect to the Existing Shares and sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each disposition with respect to all of such Shareholder’s the Existing Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Shares; provided, however, that each Shareholder may be deemed to share voting power Existing Shares and the power of disposition over its Shares with each other Shareholder; and (dg) As of the date hereof, there is no Action pending or, to the knowledge of such Shareholder, threatened against such Shareholder before or by any Governmental Authority, except, as would not reasonably be expected, either individually or in the aggregate, to impair the ability Affiliate of such Shareholder to perform itsowns (beneficially or otherwise) any equity securities of Parent or the Company, his or her obligations hereunder or to consummate the transactions contemplated hereby except as listed on a timely basis.Schedule A.

Representations and Warranties of Each Shareholder. Each Shareholder (severally and not jointly, as to itself) hereby represents and warrants to Parent to, and agrees with, the Company and the other Shareholders that, as followsof the date hereof: (ia) Such such Shareholder has full legal right, power and capacity authority to execute and deliver this Agreement, Agreement and to perform Shareholder’s its obligations hereunder hereunder, and to consummate the transactions contemplated herebyexecution, delivery and performance by such Shareholder of this Agreement have been duly authorized by all necessary action; (iib) this Agreement has been duly and validly executed and delivered by such Shareholder and constitutes the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part binding obligation of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions; provided that if such Shareholder is married, and any of the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respectCreditors’ Rights; (c) (i) Such such Shareholder beneficially owns (as such term is used in Rule 13d-3 the Beneficial Owner and holder of record of the Exchange Act) the Shares and (ii) such Shareholder (A) owns, beneficially and number of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth next to its name on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; andI hereto; (d) As of the date hereofexecution, there is no Action pending ordelivery, to the knowledge of such Shareholder, threatened against and performance by such Shareholder before of this Agreement will not, with or by without the giving of notice or the lapse of time, or both, (i) violate any Governmental Authorityprovision of Law to which such Shareholder is subject, except(ii) violate any order, judgment, or decree applicable to such Shareholder or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which such Shareholder is a party or any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreement, or certificate of formation or limited liability company agreement, as applicable, except where such conflict, breach or default would not reasonably be expectedexpected to, either individually or in the aggregate, have an adverse effect on such Shareholder’s ability to impair satisfy its obligations hereunder; (e) no consent, approval, permit, license, order or authorization of, filing with, or notice or other action to, with or by any Governmental Authority or any other Person, is necessary, on the ability part of such Shareholder to perform its, his or her its obligations hereunder or to consummate authorize the execution, delivery and performance by such Shareholder of its obligations hereunder, except where such consent, approval, permit, license, order, authorization, filing or notice would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Shareholder’s ability to satisfy its obligations hereunder or under any agreement or other instrument to which such Shareholder is a party; (f) such Shareholder has acquired the Shares for investment and not with a view toward any resale or distribution thereof; and such Shareholder has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the risks of its investment in the Shares and is capable of bearing the economic risks of the transactions contemplated by this Agreement; and (g) such Shareholder is an informed and sophisticated participant in the transactions contemplated hereby and has undertaken such investigation, and has been provided with and has evaluated such documents and information, as it has deemed necessary in connection with the execution, delivery and performance of this Agreement and the investment in the Company; such Shareholder acknowledges that it is relying on a timely basisits own investigation and analysis in entering into the transactions contemplated hereby, and has consulted its own legal, tax, financial and accounting advisors to determine the merits and risks thereof; and the Shareholder has not relied on any due diligence investigation of any other Shareholder or its advisors and their respective Affiliates, or on any oral or written materials prepared or presented by any other Shareholder or its advisors, including any projections, forecasts, return on investment or other future cash flow illustrations prepared by any such Shareholder or its advisors or their respective Affiliates.

Representations and Warranties of Each Shareholder. Each Shareholder hereby represents and warrants warrants, severally and not jointly, to Parent the Company as follows: (ia) Such Shareholder is the record and beneficial owner of the Shares set forth opposite its name on Schedule I. Such Shares constitute all of the shares owned of record or beneficially owned by such Shareholder on the date hereof. Such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 2 hereof, sole power of disposition, sole power to demand and waive appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Such Shareholder has full legal right, the power and capacity authority to execute enter into and deliver this Agreement, to perform all of such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) under this Agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions; provided that if . There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is marrieda trustee, or any party to any other agreement or arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated thereby. (i) No filing with, and no permit, authorization, consent or approval of, any of the Shares constitute community property or spousal approval Governmental Authority is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does notShareholder, and the consummation by such Shareholder of the transactions contemplated hereby and the compliance by such Shareholder with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim transactions contemplated hereby or other Lien (other than any restrictions created compliance by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of with any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date provisions hereof, there is no Action pending orexcept in cases in which any conflict, to the knowledge of such Shareholderbreach, threatened against such Shareholder before default or by any Governmental Authority, except, as violation described below would not reasonably be expected, either individually or in the aggregate, to impair interfere with the ability of such Shareholder to perform itssuch Shareholder’s obligations hereunder, his shall (A) conflict with or her obligations hereunder result in any breach of any organizational documents applicable to such Shareholder, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to consummate any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which such Shareholder is a party or by which it or any of its properties or assets may be bound or (C) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Shareholder or any of its properties or assets. (d) Except as permitted by this Agreement, the Shares beneficially owned by such Shareholder and the certificates representing such shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for any such liens or proxies arising hereunder. The transfer by such Shareholder of the Shares to the Company in accordance with the terms of the Merger Agreement shall pass to and unconditionally vest in the Company good and valid title to all Shares, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever. (e) No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on a timely basisbehalf of such Shareholder.

Representations and Warranties of Each Shareholder. Each Shareholder hereby represents and warrants warrants, severally and not jointly, to Parent Manpower as follows: (ia) Such Shareholder is the record or beneficial owner of the Shares set forth opposite his or her name on Schedule I. Such Shares constitute all of the shares owned of record or beneficially owned by such Shareholder on the date hereof. Such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2 and 3 hereof, sole power of disposition, sole power to demand and waive appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement, except as set forth in Schedule II hereto. (b) Such Shareholder has full legal right, the power and capacity authority to execute enter into and deliver this Agreement, to perform all of such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) under this Agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and the executiondelivery by Manpower, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions; provided that if . There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is marrieda trustee, or any party to any other agreement or arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated thereby. (i) No filing with, and no permit, authorization, consent or approval of, any of the Shares constitute community property or spousal approval Governmental Entity is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does notShareholder, and the consummation by such Shareholder of the transactions contemplated hereby and the compliance by such Shareholder with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim transactions contemplated hereby or other Lien (other than any restrictions created compliance by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of with any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date provisions hereof, there is no Action pending orexcept in cases in which any conflict, to the knowledge of such Shareholderbreach, threatened against such Shareholder before default or by any Governmental Authority, except, as violation described below would not reasonably be expected, either individually or in the aggregate, to impair interfere with the ability of such Shareholder to perform itssuch Shareholder’s obligations hereunder, shall (A) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement, right of first refusal, or voting trust, to which such Shareholder is a party or by which he or she or any of his or her obligations hereunder properties or assets may be bound or (B) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to consummate such Shareholder or any of his or her properties or assets. (d) Except as permitted by this Agreement, the Shares beneficially owned by such Shareholder and the certificates representing such Shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for any such liens or proxies arising hereunder, or as may arise under applicable securities laws or as set forth on Schedule II hereto. The transfer by such Shareholder of the Shares to Merger Sub or Manpower in accordance with the terms of the Merger Agreement shall pass to and unconditionally vest in Merger Sub or Manpower good and valid title to all Shares, free and clear of all liens, proxies, voting trusts or agreements, rights of first refusal, understandings or arrangements or any other rights whatsoever, except as set forth in Schedule II hereto. (e) No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on a timely basisbehalf of such Shareholder. (f) Each Shareholder understands and acknowledges that Manpower is entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement.

Representations and Warranties of Each Shareholder. Each Except as set forth on the disclosure letter attached hereto, each Shareholder represents and warrants to Parent Cerner as follows: (ia) Each Shareholder (if it is a corporation, general or limited partnership, limited liability company or other legal entity) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Such Shareholder has full legal right, the requisite power and capacity authority (and if a natural person, the legal capacity) to execute and deliver this Agreement, Agreement and to perform Shareholder’s its obligations hereunder hereunder. The execution and to consummate the transactions contemplated hereby, (ii) this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Shareholder and, and (iii) assuming that this Agreement constitutes the a valid and binding agreement of Cerner, is a legal, valid and binding agreement obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws, now or hereafter in effect, relating to or affecting the Bankruptcy rights and Equity Exceptions; provided that if such Shareholder is marriedremedies of creditors generally, and any to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or a law) and to general principles governing the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms;duties of fiduciaries. (b) The execution and delivery of this Agreement by such Shareholder does do not, and the consummation performance of this Agreement by such Shareholder will not conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Encumbrances (as defined below) on any of the assets of such Shareholder pursuant to any contract or other instrument to which such Shareholder is a party or by which such Shareholder or any of such Shareholder's assets are bound, except for any thereof that would not reasonably be expected to materially impair the ability of such Shareholder to perform such Shareholder's obligations hereunder or to consummate the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect;hereby. (c) The execution and delivery of this Agreement by such Shareholder do not, and the performance of this Agreement by such Shareholder will not, require such Shareholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity based on any federal, state, local or foreign law, statute, ordinance, rule, regulation, permit, injunction, writ, judgment, decree or order (collectively, "Laws") of any Governmental Entity, except (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of pursuant to the Exchange Act and the Securities Act) the Shares ; and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not reasonably be expected to materially impair the ability of such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of perform such Shareholder’s Shares, (C) does not own, of record 's obligations hereunder or beneficially, any shares of capital stock of to consummate the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; andtransactions contemplated hereby. (d) As of the date hereof, there There is no Action suit, action, investigation or proceeding pending or, to the knowledge of such Shareholder, threatened against such Shareholder at law or in equity before or by any Governmental Authority, except, as Entity that would not reasonably be expected, either individually or in the aggregate, expected to materially impair the ability of such Shareholder to perform its, his or her such Shareholder's obligations hereunder or to consummate the transactions contemplated hereby hereby. (e) Such Shareholder owns beneficially and of record the shares of Preferred Stock set forth opposite such Shareholder's name on a timely basis.Schedule I hereto (the "Existing Shares"). Except as set forth on Schedule I, the Existing Shares constitute all the shares of Preferred Stock owned of record or beneficially by such Shareholder. Except as set forth on Schedule I, such Shareholder has sole voting power, sole power of disposition and all other Shareholder rights with respect to all the Existing Shares, with no restrictions, other than pursuant to applicable securities laws, on such Shareholder's rights of disposition pertaining thereto. None of the Existing Shares is subject to (i) any right of first refusal or first offer, (ii) right to purchase, acquire or vote, or (iii) proxy or power of attorney, except in the case of clause (ii) or (iii) any rights created by this

Representations and Warranties of Each Shareholder. Each Except as set forth on the disclosure letter attached hereto, each Shareholder represents and warrants to Parent Cerner as follows: (ia) Each Shareholder (if it is a corporation, general or limited partnership, limited liability company or other legal entity) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Such Shareholder has full legal right, the requisite power and capacity authority (and if a natural person, the legal capacity) to execute and deliver this Agreement, Agreement and to perform Shareholder’s its obligations hereunder hereunder. The execution and to consummate the transactions contemplated hereby, (ii) this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Shareholder and, and (iii) assuming that this Agreement constitutes the a valid and binding agreement of Cerner, is a legal, valid and binding agreement obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws, now or hereafter in effect, relating to or affecting the Bankruptcy rights and Equity Exceptions; provided that if such Shareholder is marriedremedies of creditors generally, and any to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or a law) and to general principles governing the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms;duties of fiduciaries. (b) The execution and delivery of this Agreement by such Shareholder does do not, and the consummation performance of this Agreement by such Shareholder will not conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Encumbrances (as defined below) on any of the assets of such Shareholder pursuant to any contract or other instrument to which such Shareholder is a party or by which such Shareholder or any of such Shareholder's assets are bound, except for any thereof that would not reasonably be expected to materially impair the ability of such Shareholder to perform such Shareholder's obligations hereunder or to consummate the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect;hereby. (c) The execution and delivery of this Agreement by such Shareholder do not, and the performance of this Agreement by such Shareholder will not, require such Shareholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity based on any federal, state, local or foreign law, statute, ordinance, rule, regulation, permit, injunction, writ, judgment, decree or order (collectively, "Laws") of any Governmental Entity, except (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of pursuant to the Exchange Act and the Securities Act) the Shares ; and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not reasonably be expected to materially impair the ability of such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of perform such Shareholder’s Shares, (C) does not own, of record 's obligations hereunder or beneficially, any shares of capital stock of to consummate the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; andtransactions contemplated hereby. (d) As of the date hereof, there There is no Action suit, action, investigation or proceeding pending or, to the knowledge of such Shareholder, threatened against such Shareholder at law or in equity before or by any Governmental Authority, except, as Entity that would not reasonably be expected, either individually or in the aggregate, expected to materially impair the ability of such Shareholder to perform its, his or her such Shareholder's obligations hereunder or to consummate the transactions contemplated hereby hereby. (e) Such Shareholder owns beneficially and of record the shares of Preferred Stock set forth opposite such Shareholder's name on Schedule I hereto (the "Existing Shares"). Except as set forth on Schedule I, the Existing Shares constitute all the shares of Preferred Stock owned of record or beneficially by such Shareholder. Except as set forth on Schedule I, such Shareholder has sole voting power, sole power of disposition and all other Shareholder rights with respect to all the Existing Shares, with no restrictions, other than pursuant to applicable securities laws, on such Shareholder's rights of disposition pertaining thereto. None of the Existing Shares is subject to (i) any right of first refusal or first offer, (ii) right to purchase, acquire or vote, or (iii) proxy or power of attorney, except in the case of clause (ii) or (iii) any rights created by this Agreement. Such Shareholder has good and valid title to all the Existing Shares, free and clear of all Encumbrances (other than any Encumbrance created by this Agreement). (f) Such Shareholder is not a timely basisparty to any agreement, arrangement or understanding with respect to voting, holding or disposing of any Shares or Other Securities, either as of the date hereof or at any time in the future.

Representations and Warranties of Each Shareholder. Each Shareholder -------------------------------------------------- hereby represents and warrants warrants, severally and not jointly, to Parent the Company as follows: (ia) Such Shareholder is the record and beneficial owner of the Shares set forth opposite its name on Schedule I. Such Shares constitute all of the shares owned of record or beneficially owned by such Shareholder on December 31, 2000. Except as set forth in Schedule I, such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 2 hereof, sole power of disposition, sole power to demand and waive appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Such Shareholder has full legal right, the power and capacity authority to execute enter into and deliver perform all of such Shareholder's obligations under this Agreement, to perform Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) this . This Agreement has been duly and validly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms. Except as set forth in Schedule I, subject to the Bankruptcy and Equity Exceptions; provided that if there is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is marrieda trustee, or any party to any other agreement of arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated thereby. (c) Except for filings under the Exchange Act (i) no filing with, and no permit, authorization, consent or approval of, any of the Shares constitute community property or spousal approval Governmental Authority is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does notShareholder, and the consummation by such Shareholder of the transactions contemplated hereby and the compliance by such Shareholder with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim transactions contemplated hereby or other Lien (other than any restrictions created compliance by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of with any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date provisions hereof, there is no Action pending orexcept in cases in which any conflict, to the knowledge of such Shareholderbreach, threatened against such Shareholder before default or by any Governmental Authority, except, as violation described below would not reasonably be expected, either individually or in the aggregate, to impair interfere with the ability of such Shareholder to perform itssuch Shareholder's obligations hereunder, his shall (A) conflict with or her obligations hereunder result in any breach of any organizational documents applicable to such Shareholder, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to consummate any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which such Shareholder is a party or by which it or any of its properties or assets may be bound or (C) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Shareholder or any of its properties or assets. (d) Except as permitted by this Agreement, the Shares beneficially owned by such Shareholder and the certificates representing such Shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for any such liens or proxies arising hereunder. The transfer by such Shareholder of the Shares to the Company in accordance with the terms of the Merger Agreement shall pass to and unconditionally vest in the Company good and valid title to all Shares, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever. (e) No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on a timely basisbehalf of such Shareholder, except as set forth in the Merger Agreement.

Representations and Warranties of Each Shareholder. Each Shareholder hereby represents and warrants warrants, severally and not jointly, to Parent Purchaser as follows: (ia) Such Shareholder is the record and beneficial owner of the Existing Shares set forth opposite its name on Schedule I. Such Existing Shares constitute all of the Shares owned of record or beneficially owned by such Shareholder on the date hereof. Such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2, 3 and 4 hereof, sole power of disposition, sole power to demand and waive appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Such Shareholder has full legal right, the power and capacity authority to execute enter into and deliver perform all of such Shareholder's obligations under this Agreement, to perform Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) this . This Agreement has been duly and validly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions; provided that if . There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is marrieda trustee, or any party to any other agreement or arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated hereby. (c) Except for filings under the HSR Act and the Securities Exchange Act of 1934 (the "Exchange Act") (i) no filing with, and no permit, authorization, consent or approval of, any of the Shares constitute community property or spousal approval Governmental Entity is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does notShareholder, and the consummation by such Shareholder of the transactions contemplated hereby and the compliance by such Shareholder with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim transactions contemplated hereby or other Lien (other than any restrictions created compliance by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of with any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date provisions hereof, there is no Action pending orexcept in cases in which any conflict, to the knowledge of such Shareholderbreach, threatened against such Shareholder before default or by any Governmental Authority, except, as violation described below would not reasonably be expected, either individually or in the aggregate, to impair interfere with the ability of such Shareholder to perform itssuch Shareholder's obligations hereunder, his shall (A) conflict with or her obligations result in any breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which such Shareholder is a party or by which it or any of its properties or assets may be bound or (C) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Shareholder or any of its properties or assets. (d) Except as permitted by this Agreement, the Existing Shares beneficially owned by such Shareholder and the certificates representing such shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for any such liens or proxies arising hereunder. The transfer by such Shareholder of the Shares to Purchaser in the Offer or hereunder shall pass to and unconditionally vest in Purchaser good and valid title to all Shares, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever. (e) No broker, investment banker, financial advisor or other person is entitled to consummate any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on a timely basisbehalf of such Shareholder.

Representations and Warranties of Each Shareholder. Each Shareholder hereby, severally and not jointly, represents and warrants to Parent as follows: (ia) Such Shareholder has full the legal right, capacity and all other power and capacity authority necessary to execute and deliver enter into this Agreement, to perform Shareholder’s the obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and, (ii) this Agreement has if applicable, the Proxy have been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes constitute the legal, valid and binding agreement obligations of such Shareholder, enforceable against such Shareholder in accordance with its their respective terms, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor's rights generally and by the Bankruptcy and Equity Exceptions; provided that if such Shareholder is married, and any application of the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms;general principles of equity. (b) The execution and delivery of this Agreement and, if applicable, the Proxy by such Shareholder does do not, and the consummation performance of this Agreement and, if applicable, the transactions contemplated hereby and the compliance with the provisions hereof Proxy by such Shareholder will not, (i) conflict with or violate any law, regulation, court order, judgment or decree applicable Law or agreement binding upon to such Shareholder or the Shares, nor require by which it or any authorization, consent of its properties is or approval ofmay be bound or affected, or filing with(ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other person (with or without notice or lapse of time), any Governmental Authorityright of termination, except amendment, acceleration or cancellation, or result (with or without notice or lapse of time) in each case for filings the creation of any encumbrance, pledge or mortgage, or the formation of any contract, option or other agreement or understanding with respect to any encumbrance, pledge or mortgage (any of the SEC foregoing, an "Encumbrance") or restriction on any Capital Stock of such Shareholder pursuant to, any contract or agreement to which such Shareholder is a party or by which such Shareholder or as would not impact such Shareholder’s ability to perform any of its affiliates or comply with its obligations under this Agreement in any material respect;properties is or may be bound or affected. (c) The execution and delivery of this Agreement and, if applicable, the Proxy do not, and the performance of this Agreement and, if applicable, the Proxy will not require any consent or approval or other action by any person. (id) Such The shares of Capital Stock reflected on Schedule A as being owned by such Shareholder beneficially owns (as such term is used in Rule 13d-3 are the only shares of Capital Stock of the Exchange Act) the Shares and (ii) Company owned beneficially or of record by such Shareholder (A) ownsother than shares the beneficial ownership of which has been disclaimed by such Shareholder pursuant to filings made pursuant to the Securities Exchange Act of 1934, beneficially as amended). Such Shareholder has the sole power to vote and transfer such Shareholder's shares of recordCapital Stock. The shares and certificates representing such shares held by such Shareholder are now owned as indicated on Schedule A by such Shareholder, or controls all of the Shares free and clear of all liens, claims or any proxyother Encumbrances, voting restriction, adverse claim except for any such Encumbrances or other Lien (other than any restrictions created by the Proxy arising under this Agreement or under applicable federal or state securities laws)the Amended and Restated Shareholders Agreement, (B) has sole voting powerdated August 8, sole power of disposition2000, sole by and among the Company and the other parties thereto, and except for Encumbrances which would not affect their power to demand dissenters’ rights and sole power to agree to all vote such Shareholder's shares of the matters set forth Capital Stock as provided in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date hereof, there is no Action pending or, to the knowledge of such Shareholder, threatened against such Shareholder before or by any Governmental Authority, except, as would not reasonably be expected, either individually or in the aggregate, to impair the ability of such Shareholder to perform its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Representations and Warranties of Each Shareholder. Each Shareholder represents and warrants to Parent as follows: : (ia) Such such Shareholder has full legal right, power right and capacity to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (iib) this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iiic) this Agreement constitutes the legal, a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Enforceability Exceptions; provided that if such Shareholder is married, and any (d) except in respect of the Shares constitute community property or spousal approval is otherwise necessary for this Agreement Transfer rights and obligations expressly contemplated under the terms of the SPA (but subject to be legalthe restrictions set forth in Section 1.3 hereof), binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the such Shareholder’s Subject Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder Shareholder, or as would not impact such Shareholder’s ability to perform or comply with its or his obligations under this Agreement, (e) as of the date hereof, such Shareholder is the record and/or beneficial owner of such Shareholder’s Subject Shares, (f) as of the date hereof, other than for the voting obligations set forth in the Voting Agreement in any material respect; dated November 17, 2020 (cas amended and restated on September 13, 2022) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) “Voting Agreement”), such Shareholder (A) owns, beneficially and is the record and/or beneficial owner of record, or controls all of the such Shareholder’s Subject Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or Agreement, under applicable federal or state securities laws)laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with inxxxxx xxxxxxx xestrictions, (Bapplicable securities laws and similar considerations) and has sole voting power, power with respect to such Shareholder’s Subject Shares and sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each disposition with respect to all of such Shareholder’s Subject Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person person other than such Shareholder has any right to direct or approve the voting or disposition of any of such Shareholder’s Subject Shares, (g) nothing in the Shares; provided, however, that each Voting Agreement will impede in any way the ability of such Shareholder may be deemed to share voting power execute or deliver this Agreement or to perform any of its obligations under this Agreement and the power of disposition over its Shares with each other Shareholder; and (dh) As as of the date hereof, there is no Action pending oraction, to the knowledge of such Shareholderproceeding, threatened against litigation or investigation involving such Shareholder before that relates to this Agreement or by any Governmental Authority, except, as would not reasonably be expected, either individually or in of the aggregate, to impair the ability of such Shareholder to perform its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basisTransactions.

Representations and Warranties of Each Shareholder. Each Shareholder hereby represents and warrants to Parent as follows: the Parent, severally for itself only and not jointly, that such Shareholder (ia) Such Shareholder has full legal right, power and the capacity to execute and deliver this Agreement, to perform Shareholder’s obligations hereunder Agreement and to consummate the transactions contemplated hereby, (iib) this Agreement has been duly and validly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the a legal, valid and binding agreement obligation of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law), (c) is the owner of the Shareholder’s Company Shares set forth on Schedule A, free and clear of any Liens, and has the sole right to vote the Shareholder’s Company Shares, and none of such Company Shares is subject to any voting trust or other agreement, arrangement or restriction that would limit the Bankruptcy ability of the Shareholder to perform under this Agreement, (d) has received a copy of the Merger Agreement, (e) has been afforded an opportunity to ask questions of and Equity Exceptions; provided that if receive answers from the Company’s officers about the Company, Parent, the Merger Agreement and the Merger, and all records, books and other documents and information pertaining to the Company, Parent, the Merger Agreement and the Merger such Shareholder is marriedhas requested from the Company have been delivered or made available, and (f) waives any or all rights, if any, to receive any advance notice of the Shares constitute community property Merger or spousal approval is the subject matter hereof (including any right to receive any material otherwise necessary for this Agreement required to be legalincluded in or with any such notice). In addition, binding each Shareholder hereby represents and enforceablewarrants to the Parent, this Agreement has been duly authorizedseverally for itself only and not jointly, executed and delivered by, and constitutes that neither the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does notAgreement, and the consummation of the transactions contemplated hereby and hereby, nor the compliance performance of the Shareholder’s obligations hereunder, will (i) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under any material contract, agreement, instrument, commitment, arrangement or understanding to which the provisions hereof will notShareholder is a party, or result in the creation of a security interest, lien, charge, encumbrance, equity or claim with respect to the Shareholder’s Company Shares, (ii) require any material consent, authorization or approval of any person other than a governmental entity, or (iii) violate or conflict with any writ, injunction or violate any decree applicable Law or agreement binding upon such to the Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Company Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date hereof, there is no Action pending or, to the knowledge of such Shareholder, threatened against such Shareholder before or by any Governmental Authority, except, as would not reasonably be expected, either individually or in the aggregate, to impair the ability of such Shareholder to perform its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Representations and Warranties of Each Shareholder. (a) Each Shareholder represents and warrants to Parent as follows: (i) Such such Shareholder has full legal right, power right and capacity to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) this Agreement has been duly executed and delivered by such Shareholder and and, to the extent the Shareholder is not an individual person, the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the Bankruptcy rights of creditors generally and Equity Exceptions; provided that if the availability of equitable remedies (regardless of whether such Shareholder enforceability is marriedconsidered in a proceeding in Law or equity), and any of (iv) the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any applicable Law Laws or agreement binding upon such Shareholder or the its Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or filings under the HSR Act or any competition, antitrust and investment laws or regulations of foreign jurisdictions, (v) as would not impact of the date hereof, such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) its Shares, (vi) as of the Shares and (ii) date hereof, except as otherwise provided by this Agreement or the Voyager Voting Agreement or under applicable federal or state securities laws, such Shareholder (A) owns, beneficially and of record, or controls all of the owns its Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) Encumbrance and has sole voting power, power with respect to such Shares and sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each disposition with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person person other than such Shareholder has any right to direct or approve the voting or disposition of any of such Shares and (vii) such Shareholder does not beneficially own any shares of Voyager Capital Stock other than its Shares. (b) Each Shareholder further represents and warrants and covenants that: (i) such Shareholder is an “accredited investor,” as defined in Rule 501(a) under the Shares; providedSecurities Act (which, howeverif such Shareholder is a natural person, means that he or she is (x) a person whose individual net worth, or joint net worth with his or her spouse, exceeds $1,000,000 (without taking into account the value of his or her primary residence) or (y) a person whose individual income exceeded $200,000 in each of the two most recent years, or joint income with his or her spouse exceeded $300,000 in each of those years, and he or she has a reasonable expectation of reaching the same income level in the current year); (ii) such Shareholder may be deemed to share voting power possesses expertise, knowledge and sophistication in financial and business matters such that such Shareholder is capable of evaluating the merits and risks of the transactions contemplated by the Merger Agreement (including the Merger) and the power shares of disposition over Spinco Common Stock to be received by such Shareholder in the Merger; (iii) such Shareholder has had reasonable time and opportunity to consult independent financial, legal, tax and other advisors with respect to the transactions contemplated by the Merger Agreement (including the Merger) and the shares of Spinco Common Stock to be received by such Shareholder in connection therewith; (iv) (A) all the Shares owned by such Shareholder are set forth on Schedule A attached hereto, and (B) no Shareholder or any of its Affiliates owns any Shares with each other Shareholderthan as set forth on Schedule A hereto; and (dv) As of the date hereofno representations or warranties, there is no Action pending ororal or otherwise, have been made to the knowledge of such Shareholder or any party on such Shareholder, threatened against such Shareholder before ’s behalf in connection with this Agreement or by any Governmental Authority, except, as would not reasonably be expected, either individually or in the aggregate, to impair the ability of such Shareholder to perform its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basisby the Merger Agreement (including the Merger) and the shares of Spinco Common Stock to be received by such Shareholder in connection therewith, other than the representations and warranties specifically set forth in this Agreement.

Representations and Warranties of Each Shareholder. (a) Each Shareholder represents and warrants to Parent as follows: : (i) Such such Shareholder has full legal right, power right and capacity to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) this Agreement has been duly executed and delivered by such Shareholder and and, to the extent the Shareholder is not an individual person, the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the Bankruptcy rights of creditors generally and Equity Exceptions; provided that if the availability of equitable remedies (regardless of whether such Shareholder enforceability is marriedconsidered in a proceeding in Law or equity), and any of (iv) the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any applicable Law Laws or agreement binding upon such Shareholder or the its Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or filings under the HSR Act or any competition, antitrust and investment laws or regulations of foreign jurisdictions, (v) as would not impact of the date hereof, such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) its Shares, (vi) as of the Shares and (ii) date hereof, except as otherwise provided by this Agreement or the Voyager Voting Agreement or under applicable federal or state securities laws, such Shareholder (A) owns, beneficially and of record, or controls all of the owns its Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) Encumbrance and has sole voting power, power with respect to such Shares and sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each disposition with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person person other than such Shareholder has any right to direct or approve the voting or disposition of any of such Shares and (vii) such Shareholder does not beneficially own any shares of Voyager Capital Stock other than its Shares. (b) Each Shareholder further represents and warrants and covenants that: (i) such Shareholder is an “accredited investor,” as defined in Rule 501(a) under the Shares; providedSecurities Act (which, howeverif such Shareholder is a natural person, means that he or she is (x) a person whose individual net worth, or joint net worth with his or her spouse, exceeds $1,000,000 (without taking into account the value of his or her primary residence) or (y) a person whose individual income exceeded $200,000 in each of the two most recent years, or joint income with his or her spouse exceeded $300,000 in each of those years, and he or she has a reasonable expectation of reaching the same income level in the current year); (ii) such Shareholder may be deemed to share voting power possesses expertise, knowledge and sophistication in financial and business matters such that such Shareholder is capable of evaluating the merits and risks of the transactions contemplated by the Merger Agreement (including the Merger) and the power shares of disposition over Spinco Common Stock to be received by such Shareholder in the Merger; (iii) such Shareholder has had reasonable time and opportunity to consult independent financial, legal, tax and other advisors with respect to the transactions contemplated by the Merger Agreement (including the Merger) and the shares of Spinco Common Stock to be received by such Shareholder in connection therewith; (iv) (A) all the Shares owned by such Shareholder are set forth on Schedule A attached hereto, and (B) no Shareholder or any of its Affiliates owns any Shares with each other Shareholderthan as set forth on Schedule A hereto; and (dv) As of the date hereofno representations or warranties, there is no Action pending ororal or otherwise, have been made to the knowledge of such Shareholder or any party on such Shareholder, threatened against such Shareholder before ’s behalf in connection with this Agreement or by any Governmental Authority, except, as would not reasonably be expected, either individually or in the aggregate, to impair the ability of such Shareholder to perform its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basisby the Merger Agreement (including the Merger) and the shares of Spinco Common Stock to be received by such Shareholder in connection therewith, other than the representations and warranties specifically set forth in this Agreement.

Representations and Warranties of Each Shareholder. Each -------------------------------------------------- Shareholder hereby represents and warrants warrants, severally and not jointly, to Parent Purchaser as follows: (ia) Such Shareholder is the record and beneficial owner of the Existing Shares set forth opposite its name on Schedule I. Such Existing Shares constitute all of the Shares owned of record or beneficially owned by such Shareholder on the date hereof. Such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2, 3 and 4 hereof, sole power of disposition, sole power to demand and waive appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Such Shareholder has full legal right, the power and capacity authority to execute enter into and deliver perform all of such Shareholder's obligations under this Agreement, to perform Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) this . This Agreement has been duly and validly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions; provided that if . There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is marrieda trustee, or any party to any other agreement or arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated hereby. (c) Except for filings under the HSR Act and the Exchange Act (i) no filing with, and no permit, authorization, consent or approval of, any of the Shares constitute community property or spousal approval Governmental Entity is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does notShareholder, and the consummation by such Shareholder of the transactions contemplated hereby and the compliance by such Shareholder with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim transactions contemplated hereby or other Lien (other than any restrictions created compliance by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of with any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date provisions hereof, there is no Action pending orexcept in cases in which any conflict, to the knowledge of such Shareholderbreach, threatened against such Shareholder before default or by any Governmental Authority, except, as violation described below would not reasonably be expected, either individually or in the aggregate, to impair interfere with the ability of such Shareholder to perform itssuch Shareholder's obligations hereunder, his shall (A) conflict with or her obligations result in any breach of any organizational documents applicable to such Shareholder, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which such Shareholder is a party or by which it or any of its properties or assets may be bound or (C) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Shareholder or any of its properties or assets. (d) Except as permitted by this Agreement, the Existing Shares beneficially owned by such Shareholder and the certificates representing such shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for any such liens or proxies arising hereunder. The transfer by such Shareholder of the Shares to Purchaser in the Offer or hereunder shall pass to and unconditionally vest in Purchaser good and valid title to all Shares, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever. (e) No broker, investment banker, financial advisor or other Person is entitled to consummate any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on a timely basisbehalf of such Shareholder.

Representations and Warranties of Each Shareholder. Each Except as set forth on the disclosure letter attached hereto, each Shareholder represents and warrants to Parent Cerner as follows: (ia) Each Shareholder (if it is a corporation, general or limited partnership, limited liability company or other legal entity) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Such Shareholder has full legal right, the requisite power and capacity authority (and if a natural person, the legal capacity) to execute and deliver this Agreement, Agreement and to perform Shareholder’s its obligations hereunder hereunder. The execution and to consummate the transactions contemplated hereby, (ii) this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Shareholder and, and (iii) assuming that this Agreement constitutes the a valid and binding agreement of Cerner, is a legal, valid and binding agreement obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws, now or hereafter in effect, relating to or affecting the Bankruptcy rights and Equity Exceptions; provided that if such Shareholder is marriedremedies of creditors generally, and any to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or a law) and to general principles governing the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms;duties of fiduciaries. (b) The execution and delivery of this Agreement by such Shareholder does do not, and the consummation performance of this Agreement by such Shareholder will not conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Encumbrances (as defined below) on any of the assets of such Shareholder pursuant to any contract or other instrument to which such Shareholder is a party or by which such Shareholder or any of such Shareholder's assets are bound, except for any thereof that would not reasonably be expected to materially impair the ability of such Shareholder to perform such Shareholder's obligations hereunder or to consummate the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect;hereby. (c) The execution and delivery of this Agreement by such Shareholder do not, and the performance of this Agreement by such Shareholder will not, require such Shareholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity based on any federal, state, local or foreign law, statute, ordinance, rule, regulation, permit, injunction, writ, judgment, decree or order (collectively, "Laws") of any Governmental Entity, except (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of pursuant to the Exchange Act) , the Shares Securities Act and the HSR Act; and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not reasonably be expected to materially impair the ability of such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of perform such Shareholder’s Shares, (C) does not own, of record 's obligations hereunder or beneficially, any shares of capital stock of to consummate the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; andtransactions contemplated hereby. (d) As of the date hereof, there There is no Action suit, action, investigation or proceeding pending or, to the knowledge of such Shareholder, threatened against such Shareholder at law or in equity before or by any Governmental Authority, except, as Entity that would not reasonably be expected, either individually or in the aggregate, expected to materially impair the ability of such Shareholder to perform its, his or her such Shareholder's obligations hereunder or to consummate the transactions contemplated hereby hereby. (e) Such Shareholder owns beneficially and of record the shares of Common Stock set forth opposite such Shareholder's name on Schedule I hereto (the "Existing Shares"). Except as set forth on Schedule I, the Existing Shares constitute all the shares of Common Stock owned of record or beneficially by such Shareholder. Except as set forth on Schedule I, such Shareholder has sole voting power, sole power of disposition and all other Shareholder rights with respect to all the Existing Shares, with no restrictions, other than pursuant to applicable securities laws, on such Shareholder's rights of disposition pertaining thereto. Such Shareholder owns options or warrants to purchase or other securities convertible or exchangeable into or exercisable for the number of shares of such Common Stock set forth opposite such Shareholder's name on Schedule I hereto (collectively, the "Derivative Securities"). None of the Existing Shares or Derivative Securities is subject to (i) any right of first refusal or first offer, (ii) right to purchase, acquire or vote, or (iii) proxy or power of attorney, except in the case of clause (ii) or (iii) any rights created by this Agreement. Such Shareholder has good and valid title to all the Existing Shares, free and clear of all Encumbrances (other than any Encumbrance created by this Agreement). (f) Such Shareholder (i) is not a timely basisparty to any agreement, arrangement or understanding with respect to voting, holding or disposing of any Shares, Other Securities, shares of Common Stock or the shares of Cerner Common Stock, either as of the date hereof or at any time in the future, and (ii) is not a member of a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder, with respect to Shares, Other Securities, shares of Cerner Common Stock, except for this Agreement.

Representations and Warranties of Each Shareholder. Each -------------------------------------------------- Shareholder hereby represents and warrants warrants, severally and not jointly, to Parent Purchaser as follows: (ia) Such Shareholder is the record and beneficial owner of the Existing Shares set forth opposite its name on Schedule I. Such Existing Shares constitute all of the Shares owned of record or beneficially owned by such Shareholder on the date hereof. Such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2, 3 and 4 hereof, sole power of disposition, sole power to demand and waive appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Such Shareholder has full legal right, the power and capacity authority to execute enter into and deliver perform all of such Shareholder's obligations under this Agreement, to perform Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) this . This Agreement has been duly and validly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions; provided that if . There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is marrieda trustee, or any party to any other agreement or arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated hereby. (c) Except for filings under the HSR Act and the Securities Exchange Act of 1934 (the "Exchange Act") (i) no filing with, and no permit, authorization, consent or approval of, any of the Shares constitute community property or spousal approval Governmental Entity is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does notShareholder, and the consummation by such Shareholder of the transactions contemplated hereby and the compliance by such Shareholder with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim transactions contemplated hereby or other Lien (other than any restrictions created compliance by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of with any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date provisions hereof, there is no Action pending orexcept in cases in which any conflict, to the knowledge of such Shareholderbreach, threatened against such Shareholder before default or by any Governmental Authority, except, as violation described below would not reasonably be expected, either individually or in the aggregate, to impair interfere with the ability of such Shareholder to perform itssuch Shareholder's obligations hereunder, his shall (A) conflict with or her obligations result in any breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which such Shareholder is a party or by which it or any of its properties or assets may be bound or (C) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Shareholder or any of its properties or assets. (d) Except as permitted by this Agreement, the Existing Shares beneficially owned by such Shareholder and the certificates representing such shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for any such liens or proxies arising hereunder. The transfer by such Shareholder of the Shares to Purchaser in the Offer or hereunder shall pass to and unconditionally vest in Purchaser good and valid title to all Shares, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever. (e) No broker, investment banker, financial advisor or other person is entitled to consummate any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on a timely basisbehalf of such Shareholder.

Representations and Warranties of Each Shareholder. Each The Shareholder on its own behalf hereby represents and warrants to Parent the Company, severally and not jointly, with respect to such Shareholder and such Shareholder’s ownership of the Shares as follows: (ia) Such Shareholder has full legal right, all requisite power and capacity authority to execute and deliver enter into this Agreement, to perform Shareholder’s obligations hereunder Agreement and to consummate the transactions contemplated hereby, (ii) this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions; provided that if such Shareholder is married, and any of the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this . This Agreement has been duly authorized, executed and delivered by, by such Shareholder and constitutes the legal, a valid and binding obligation of, of such Shareholder’s spouse, Shareholder enforceable against such Shareholder’s spouse in accordance with its terms;, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). Other than any filings by Shareholder with the Securities and Exchange Commission, the execution, delivery and performance by such Shareholder of this Agreement does not require any consent, approval, authorization or permit of, action by, filing with or notification to any governmental entity, other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially adversely affect such Shareholder’s ability to observe and perform such Shareholder’s obligations hereunder. (b) The Neither the execution and delivery of this Agreement by such Shareholder does notAgreement, and nor the consummation of the transactions contemplated hereby and the hereby, nor compliance with the provisions hereof terms hereof, will notviolate, conflict with or violate result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable Law or agreement binding upon to such Shareholder or to such Shareholder’s property or assets. (c) Such Shareholder is the record and beneficial owner of and has good and marketable title to the Shares set forth opposite such Shareholder’s name on Schedule A hereto, free and clear of any and all security interests, liens, changes, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Shares), nor require other than any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with of the SEC by such Shareholder or as foregoing that would not impact prevent or delay such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) obligations hereunder. Such Shareholder does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth opposite such Shareholder’s name on Schedule A hereto. The Shareholder has, and will have at the time of any applicable shareholder meeting, the sole right to vote or direct the vote of, or to dispose of or direct the disposition of, such Shares, and none of the Shares is subject to any agreement, arrangement or restriction with respect to the voting of such Shares that would prevent or delay the Shareholder’s ability to perform its obligations hereunder. There are no agreements or arrangements of any kind, contingent or otherwise, obligating such Shareholder to Transfer, or cause to be Transferred, any of the Shares set forth opposite such Shareholder’s name on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder person has any contractual or other right or obligation to direct purchase or approve the voting or disposition of otherwise acquire any of the such Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date hereof, there is no Action pending or, to the knowledge of such Shareholder, threatened against such Shareholder before or by any Governmental Authority, except, as would not reasonably be expected, either individually or in the aggregate, to impair the ability of such Shareholder to perform its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Representations and Warranties of Each Shareholder. Each Shareholder of the Shareholders hereby represents and warrants with respect to Parent itself as follows: (ia) Such Shareholder (i) is a corporation duly organized, validly existing and, as to Accuride, in good standing under the laws of the jurisdiction of its incorporation, and (ii) has full legal right, all requisite corporate power and capacity authority (including, without limitation, all material governmental licenses, permits and other approvals) to execute own its shares of stock of the Borrower and deliver to enter into this Agreement. (b) The execution, delivery and performance of this Agreement and each Related Document to perform which such Shareholder is or is to be a party have been duly authorized by all necessary corporate action on the part of such Shareholder’s obligations hereunder , and to consummate the transactions contemplated herebydo not (i) contravene such Shareholder's charter or bylaws, (ii) violate any applicable provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to such Stockholder, (iii) result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust or other financial instrument, or any other material contract or agreement, binding on or affecting such Shareholder or any of its properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of such Shareholder. (c) Other than those that have already been obtained and as set forth in Schedule 4.01(c) and are in full force and effect, no authorization or approval (including, in the case of the IASA, exchange control approval) or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by such Shareholder of this Agreement or any Related Document to which it is or is to be a party. (d) Each of this Agreement and the Related Documents to which such Shareholder is a party has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes is the legal, valid and binding agreement obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor's rights generally or by general principles of equity. (e) In the case of Accuride, the Consolidated balance sheet of each of Accuride and its respective Subsidiaries as at December 31, 1997, and the related Consolidated statements of income and cash flow of Accuride and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, copies of which have been furnished to the Bankruptcy Lender, fairly present in all material respects the Consolidated financial condition of Accuride and Equity Exceptions; provided that if its respective Subsidiaries as at such Shareholder is married, date and any the Consolidated results of the Shares constitute community property or spousal approval is otherwise necessary operations of Accuride and its Subsidiaries for this Agreement to be legalthe fiscal year ended on such date, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse all in accordance with its terms;generally accepted accounting principles applied on a consistent basis (unless otherwise expressly noted therein), and since December 31, 1997, there has been no Material Adverse Change other than as a result of the Acquisition as defined in, and the transactions contemplated by, the Credit Agreement dated as of January 21, 1998 among Accuride, Accuride Canada, Inc., the financial institutions party thereto as Lenders, the Issuing Bank and the Swing Line Bank, Citicorp USA, Inc. as Administrative Agent, Citicorp Securities, Inc. as Arranger, Bankers Trust Company as Syndication Agent, and Xxxxx Fargo Bank N.A. as Documentation Agent, and the issuance of $200,000,000 aggregate principal amount of Accuride's 9 1/4% Senior Subordinated Notes Due 2008, issued January 21, 1998. (bf) The execution In the case of IASA, the Consolidated balance sheet of each of IASA and delivery its respective Subsidiaries as at December 31, 1997, and the related Consolidated statements of income and cash flow of IASA and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Xxxxxxxx y Asociados, independent public accountants, copies of which have been furnished to the Lender fairly present in all material respects the Consolidated financial condition of IASA and its respective Subsidiaries as at such date and the Consolidated results of the operations of IASA and its Subsidiaries for the fiscal year ended on such date, all in accordance with generally accepted accounting principles in Mexico, applied on a consistent basis (unless otherwise expressly noted therein), and since December 31, 1997, there has been no Material Adverse Change. (g) No information, exhibit or report furnished by such Shareholder to the Lender in writing in connection with the negotiation of this Agreement by or the other Loan Documents or pursuant to the terms of this Agreement contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made herein and therein, taken as a whole, not misleading at such time in light of the circumstances in which the same were made, it being understood that for purposes of this Section 4.01(g), such factual information does not include projections and pro forma financial information. (h) There is no action, suit, investigation, litigation or proceeding affecting such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date hereof, there is no Action pending or, to the knowledge of such Shareholder, threatened against such Shareholder before any court, governmental agency or by any Governmental Authority, except, as would not arbitrator that (i) could reasonably be expectedexpected to have a Material Adverse Effect or (ii) purports to affect the legality, either individually validity or in enforceability of this Agreement, any other Loan Document or any Related Document or the aggregate, to impair the ability consummation of such Shareholder to perform its, his or her obligations hereunder or to consummate the transactions contemplated hereby hereby. (i) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (j) Each Shareholder has, independently and without reliance upon the Lender and based on a timely basisdocuments and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.

Representations and Warranties of Each Shareholder. Each Shareholder represents and warrants warrants, as to Parent as followshimself or itself only, that: 5.1 He or it directly or indirectly beneficially owns the Shares set forth opposite his or its name in Schedule 1 hereto and such Shares are held of record by the company (ithe "Shareholder Entity") Such set forth in Schedule 1 hereto. His or its Shareholder Entity is limited by shares duly registered under the laws of the State of Israel. Except for Argotec's pledge of its shares pursuant to the Stock Purchase Agreement, Shareholder possesses the sole voting power and sole investment power with respect to the Shares. Shareholder beneficially owns the Shares and the Shareholder Entity holds the Shares of record, free and clear of all liens, claims, charges and encumbrances of any nature whatsoever, and, upon the Closing, the Shares will be transferred to Purchaser, free and clear of all liens, claims, charges and encumbrances of any nature whatsoever. 5.2 His or its Shareholder Entity has all necessary power and authority under all applicable provisions of law to transfer the Shares to Purchaser. All action on the part of the Shareholder Entity and its officers, directors and shareholders necessary for the authorization of the transfer of the Shares to Purchaser and the performance of all related obligations has been taken. 5.3 Shareholder has full legal right, all necessary power and capacity authority under all applicable provisions of law to execute and deliver this Agreement, Agreement and to cause its respective Shareholder Entity to perform its obligations under this Agreement. All actions on the part of Shareholder’s , and, if applicable, its officers, directors and shareholders, necessary for the authorization of this Agreement and the performance of all obligations of Shareholder and his or its Shareholder Entity hereunder and to consummate the transactions contemplated hereby, (ii) this has been taken. This Agreement has been duly executed and delivered by such Shareholder and (assuming the executiondue authorization, execution and delivery and performance of this Agreement hereof by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iiiPurchaser) this Agreement constitutes the legal, a valid and binding agreement obligation of such Shareholder, Shareholder enforceable against such Shareholder in accordance with its terms, except (i) as limited by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing that restrict the availability of equitable remedies and (ii) as rights to indemnity and contribution hereunder may be limited by United States state and federal securities laws or Israeli securities laws or principles of public policy. 5.4 Except for the Shares and options granted pursuant to the Company's option plans to acquire the Shares as indicated on Schedule 1.2 to Annex B, he or it does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is he or it subject to any contract, commitment, arrangement, understanding, restriction or relationship (whether or not legally enforceable), other than this Agreement, that provides for Shareholder to vote or acquire any securities of the Company. Except as set forth on Schedule 1.2 to Annex B, Shareholder holds exclusive power to vote the Shares and has not granted a proxy to any other person to vote the Shares, subject to the Bankruptcy and Equity Exceptions; provided that if such Shareholder is married, and any of limitations set forth in this Agreement. 5.5 Neither the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement nor the performance by such Shareholder does notof his or its obligations hereunder will conflict with, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with result in a violation or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval breach of, or filing withconstitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any Governmental Authorityright of termination, except amendment, cancellation, or acceleration or result in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations creation of any lien on any Shares under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) such Shareholder (A) ownsany material contract, beneficially and of recordcommitment, agreement, understanding, arrangement or controls all of the Shares free and clear restriction of any proxy, voting restriction, adverse claim kind to which Shareholder or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date hereof, there is no Action pending or, to the knowledge of such Shareholder, threatened against such Shareholder before or by any Governmental Authority, except, as would not reasonably be expected, either individually or in the aggregate, to impair the ability of such Shareholder to perform its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.its

Representations and Warranties of Each Shareholder. Each Shareholder hereby represents and warrants as to Parent itself as follows: (ia) Such Shareholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has full legal rightgood, power valid and capacity to execute marketable title to, the Covered Shares, free and deliver clear of liens other than as created by this Agreement. (b) Such Shareholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to perform issue instructions with respect to the matters set forth herein, in each case, with respect to such Shareholder’s obligations hereunder and to consummate the transactions contemplated herebyCovered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations under this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations under this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent such Shareholder from satisfying, its, his or her obligations under this Agreement. (c) This Agreement has been duly authorized (with respect to any Shareholder that is not an individual), executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the legal, a valid and binding agreement of such Shareholder, Shareholder enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Equity Exceptions; provided that if similar Laws (as defined below) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (d) No filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Shareholder is marriedfrom, and any of the Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legalgiven by such Shareholder to, binding or be made by such Shareholder with, any governmental authority in connection with the execution, delivery and enforceableperformance by such Shareholder of this Agreement, this Agreement has been duly authorizedother than any filings, executed notices and delivered byreports pursuant to, and constitutes in compliance with or required to be made under the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms;Exchange Act. (be) The execution execution, delivery and delivery performance of this Agreement by such Shareholder does do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof Transaction will not, conflict with constitute or violate result in (i) a breach or violation of, or a default under, the governing documents of such Shareholder (if such Shareholder is not an individual), (ii) a breach or violation of any applicable Law Law, or agreement (iii) a breach or violation of, or a default under, any contract binding upon such Shareholder or except, in the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and clause (ii) or (iii) directly above, for any such Shareholder (A) ownsbreach, beneficially and of recordviolation, or controls all of the Shares free and clear of any proxydefault that would not, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date hereof, there is no Action pending or, to the knowledge of such Shareholder, threatened against such Shareholder before or by any Governmental Authority, except, as would not reasonably be expected, either individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the such Shareholder’s ability of such Shareholder to perform its, his or her obligations hereunder or the consummation of the Transaction. For purposes of this Agreement, “Law” means, with respect to consummate the transactions contemplated hereby any person, any transnational, domestic or foreign, federal, state, local or provincial law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a governmental authority that is binding on a timely basisor applicable to such person.

Representations and Warranties of Each Shareholder. Each Shareholder hereby represents and warrants warrants, severally and not jointly, to Parent the Company as follows: (ia) Such Shareholder is the record and beneficial owner of the Shares set forth opposite its name on Schedule I. Such Shares constitute all of the shares owned of record or beneficially owned by such Shareholder on December 31, 2000. Except as set forth in Schedule I, such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 2 hereof, sole power of disposition, sole power to demand and waive appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Such Shareholder has full legal right, the power and capacity authority to execute enter into and deliver perform all of such Shareholder's obligations under this Agreement, to perform Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) this . This Agreement has been duly and validly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms. Except as set forth in Schedule I, subject to the Bankruptcy and Equity Exceptions; provided that if there is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is marrieda trustee, or any party to any other agreement of arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated thereby. (c) Except for filings under the Exchange Act (i) no filing with, and no permit, authorization, consent or approval of, any of the Shares constitute community property or spousal approval Governmental Authority is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does notShareholder, and the consummation by such Shareholder of the transactions contemplated hereby and the compliance by such Shareholder with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim transactions contemplated hereby or other Lien (other than any restrictions created compliance by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of with any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date provisions hereof, there is no Action pending orexcept in cases in which any conflict, to the knowledge of such Shareholderbreach, threatened against such Shareholder before default or by any Governmental Authority, except, as violation described below would not reasonably be expected, either individually or in the aggregate, to impair interfere with the ability of such Shareholder to perform itssuch Shareholder's obligations hereunder, his shall (A) conflict with or her obligations hereunder result in any breach of any organizational documents applicable to such Shareholder, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to consummate any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which such Shareholder is a party or by which it or any of its properties or assets may be bound or (C) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Shareholder or any of its properties or assets. (d) Except as permitted by this Agreement, the Shares beneficially owned by such Shareholder and the certificates representing such Shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for any such liens or proxies arising hereunder. The transfer by such Shareholder of the Shares to the Company in accordance with the terms of the Merger Agreement shall pass to and unconditionally vest in the Company good and valid title to all Shares, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever. (e) No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on a timely basisbehalf of such Shareholder, except as set forth in the Merger Agreement.

Representations and Warranties of Each Shareholder. Each Shareholder hereby represents and warrants warrants, severally and not jointly, to Parent Manpower as follows: (ia) Such Shareholder is the record or beneficial owner of the Shares set forth opposite his or her name on Schedule I. Such Shares constitute all of the shares owned of record or beneficially owned by such Shareholder on the date hereof. Such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2 and 3 hereof, sole power of disposition, sole power to demand and waive appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement, except as set forth in Schedule II hereto. (b) Such Shareholder has full legal right, the power and capacity authority to execute enter into and deliver perform all of such Shareholder's obligations under this Agreement, to perform Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) this . This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and the executiondelivery by Manpower, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions; provided that if . There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is marrieda trustee, or any party to any other agreement or arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated thereby. (i) No filing with, and no permit, authorization, consent or approval of, any of the Shares constitute community property or spousal approval Governmental Entity is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does notShareholder, and the consummation by such Shareholder of the transactions contemplated hereby and the compliance by such Shareholder with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim transactions contemplated hereby or other Lien (other than any restrictions created compliance by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of with any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date provisions hereof, there is no Action pending orexcept in cases in which any conflict, to the knowledge of such Shareholderbreach, threatened against such Shareholder before default or by any Governmental Authority, except, as violation described below would not reasonably be expected, either individually or in the aggregate, to impair interfere with the ability of such Shareholder to perform itssuch Shareholder's obligations hereunder, shall (A) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement, right of first refusal, or voting trust, to which such Shareholder is a party or by which he or she or any of his or her obligations hereunder properties or assets may be bound or (B) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to consummate such Shareholder or any of his or her properties or assets. (d) Except as permitted by this Agreement, the Shares beneficially owned by such Shareholder and the certificates representing such Shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for any such liens or proxies arising hereunder, or as may arise under applicable securities laws or as set forth on Schedule II hereto. The transfer by such Shareholder of the Shares to Merger Sub or Manpower in accordance with the terms of the Merger Agreement shall pass to and unconditionally vest in Merger Sub or Manpower good and valid title to all Shares, free and clear of all liens, proxies, voting trusts or agreements, rights of first refusal, understandings or arrangements or any other rights whatsoever, except as set forth in Schedule II hereto. (e) No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on a timely basisbehalf of such Shareholder. (f) Each Shareholder understands and acknowledges that Manpower is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement.

Representations and Warranties of Each Shareholder. Each Shareholder hereby represents and warrants warrants, severally and not jointly, to Parent the Company as follows: (ia) Such Shareholder is the record and beneficial owner of the Shares set forth opposite such Shareholder’s name on Schedule I. Such Shares constitute all of the shares owned of record and beneficially owned by such Shareholder on the date hereof. Such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 2 hereof, sole power of disposition, sole power to demand and waive appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Shares listed in Schedule I with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Such Shareholder has full legal right, the power and capacity authority to execute enter into and deliver this Agreement, to perform all of such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) under this Agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy except in each case as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and Equity Exceptions; provided that if by bankruptcy, insolvency and similar Laws affecting creditor’s rights and remedies generally. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is marrieda trustee, or any party to any other agreement or arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated thereby. (i) No filing with, and no permit, authorization, consent or approval of, any of the Shares constitute community property or spousal approval governmental authority is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does notShareholder, and the consummation by such Shareholder of the transactions contemplated hereby and the compliance by such Shareholder with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim transactions contemplated hereby or other Lien (other than any restrictions created compliance by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of with any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date provisions hereof, there is no Action pending orexcept in cases in which any conflict, to the knowledge of such Shareholderbreach, threatened against such Shareholder before default or by any Governmental Authority, except, as violation described below would not reasonably be expected, either individually or in the aggregate, to impair interfere with the ability of such Shareholder to perform itssuch Shareholder’s obligations hereunder, his shall (A) conflict with or her result in any breach of any organizational documents applicable to such Shareholder, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license or other contract of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s properties or assets may be bound or (C) violate any order or Law applicable to such Shareholder or any of such Shareholder’s properties or assets. (d) Except as permitted by this Agreement, the Shares beneficially owned by such Shareholder and the certificates representing such Shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for any such liens or proxies arising hereunder and except for liens created prior to the date hereof with respect to which the obligations hereunder or to consummate the transactions contemplated hereby on a timely basissecured thereby are not currently in default.

Representations and Warranties of Each Shareholder. Each -------------------------------------------------- Shareholder hereby represents and warrants warrants, severally and not jointly, to Parent the Company as follows: (ia) Such Shareholder is the record and beneficial owner of the Shares set forth opposite its name on Schedule I. Such Shares constitute all of the shares owned of record or beneficially owned by such Shareholder on the date hereof. Such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 2 hereof, sole power of disposition, sole power to demand and waive appraisal or dissenter's rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Such Shareholder has full legal right, the power and capacity authority to execute enter into and deliver perform all of such Shareholder's obligations under this Agreement, to perform Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (ii) this . This Agreement has been duly and validly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other company actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iii) this Agreement constitutes the a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions; provided that if . There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is marrieda trustee, or any party to any other agreement or arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated thereby. (i) No filing with, and no permit, authorization, consent or approval of, any of the Shares constitute community property or spousal approval Governmental Authority is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms; (b) The execution and delivery of this Agreement by such Shareholder does notShareholder, and the consummation by such Shareholder of the transactions contemplated hereby and the compliance by such Shareholder with the provisions hereof will not, conflict with or violate any applicable Law or agreement binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the SEC by such Shareholder or as would not impact such Shareholder’s ability to perform or comply with its obligations under this Agreement in any material respect; (c) (i) Such Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Shares and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder (A) owns, beneficially and of record, or controls all of the Shares free and clear of any proxy, voting restriction, adverse claim transactions contemplated hereby or other Lien (other than any restrictions created compliance by this Agreement or under applicable federal or state securities laws), (B) has sole voting power, sole power of disposition, sole power to demand dissenters’ rights and sole power to agree to all of the matters set forth in this Agreement, each with respect to all of such Shareholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Existing Shares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and (D) no Person other than such Shareholder has any right to direct or approve the voting or disposition of with any of the Shares; provided, however, that each Shareholder may be deemed to share voting power and the power of disposition over its Shares with each other Shareholder; and (d) As of the date provisions hereof, there is no Action pending orexcept in cases in which any conflict, to the knowledge of such Shareholderbreach, threatened against such Shareholder before default or by any Governmental Authority, except, as violation described below would not reasonably be expected, either individually or in the aggregate, to impair interfere with the ability of such Shareholder to perform itssuch Shareholder's obligations hereunder, his shall (A) conflict with or her obligations hereunder result in any breach of any organizational documents applicable to such Shareholder, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to consummate any third party right of termination, cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which such Shareholder is a party or by which it or any of its properties or assets may be bound or (C) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Shareholder or any of its properties or assets. (d) Except as permitted by this Agreement, the Shares held of record or beneficially owned by such Shareholder and the certificates representing such Shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for any such liens or proxies arising hereunder. (e) No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on a timely basisbehalf of such Shareholder.