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

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to Parent as follows as of the date of this Agreement: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the execution and delivery of this Agreement by such Stockholder 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 Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants as to Parent itself as follows as of the date of this Agreement: follows: (a) if applicable, such Such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing record and beneficial owner (within the meaning of Rule 13d-3 under the Applicable Legal Requirements Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of the jurisdiction of its organization, liens. (b) such Such Stockholder (i) has full legal right voting power, full power of disposition and capacity full power to execute and deliver issue instructions with respect to the matters set forth herein, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to perform any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations hereunder 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 Stockholder from satisfying, its, his or her obligations pursuant to consummate the transactions contemplated hereby, this Agreement. (c) (i) this This Agreement has been duly authorized (with respect to any Stockholder that is not an individual), executed and delivered by such Stockholder and (ii) if constitutes a valid and binding agreement of such Stockholder is an entityenforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws 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 Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any governmental authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, other than any filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act. (e) The execution, delivery and performance of this Agreement by such Stockholder and do not constitute or result in (i) a breach or violation of, or a default under, the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part governing documents of such Stockholder and no other company or other legal entity actions or proceedings on the part of (if such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyis not an individual), (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles a breach or violation of equityany applicable law, or (eiii) the execution and delivery of this Agreement by such Stockholder does nota breach or violation of, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will notor a default under, conflict with or violate any Applicable Legal Requirements or agreement contract binding upon such Stockholder except, in the case of clause (ii) or the Existing Shares(iii) directly above, nor require for any authorizationsuch breach, consent or approval ofviolation, or filing withdefault that would not, any Governmental Entityindividually or in the aggregate, except in each case for filings with the SEC by such Stockholder reasonably be expected to prevent or as would not impact materially delay or impair such Stockholder’s ability to perform its, his or comply with such Stockholder’s her obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinhereunder.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants to Parent and Purchaser as follows as follows: (a) As of the date of this Agreement: (a) if applicablehereof, such Stockholder (together with such Stockholder’s spouse if such Stockholder is a an individual and is married, and the Subject Shares constitute community property under applicable Law) (i) is the beneficial owner of the Shares set forth opposite such Stockholder’s name on Schedule I to this Agreement (such shares, together with any Shares described in Section 10, the “Subject Shares”) and (ii) except as set forth in Schedule I to this Agreement, does not have any record or beneficial ownership interest in any other Shares or hold any shares of restricted stock, performance-based stock units, deferred stock units, options to acquire Shares, warrants or other rights or securities convertible into or exercisable or exchangeable for Shares. (b) If such stockholder is an individual, such Stockholder has the legal entity capacity, right and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an Entity, such Stockholder (i) is duly organizedorganized or formed, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements laws of the jurisdiction of its organization, (bii) such Stockholder has full legal right all necessary corporate power and capacity authority to execute execute, deliver and deliver perform this Agreement, to perform Stockholder’s obligations hereunder Agreement and to consummate the transactions contemplated herebyhereby and (iii) has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and no other proceedings on the part of such Stockholder (or such Stockholder’s governing body, members, stockholders, partners, trustees or similar Persons, as applicable) are necessary to authorize this Agreement or the performance by such Stockholder of its obligations hereunder. (c) (i) This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by Xxxxxx and Purchaser, this Agreement constitutes the legal, valid and binding obligation of such Stockholder and is enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. If such Stockholder is an individual and is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder Stockholder’s spouse and, assuming due authorization, execution and (ii) if such Stockholder is an entitydelivery by Parent and Purchaser, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the legal, valid and binding agreement obligation of such Stockholder, ’s spouse and is enforceable against such Stockholder Stockholder’s spouse in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, the Bankruptcy and Equity Exceptions. (ed) Neither the execution and delivery of this Agreement by such Stockholder does not, and nor the consummation by such Stockholder of the transactions contemplated hereby and the compliance with the provisions hereof will notviolate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance on any of the properties, rights or assets of such Stockholder (including any of the Subject Shares) pursuant to any Contract of any kind to which such Stockholder is a party or by which such Stockholder’s properties, rights or assets (including any of the Subject Shares) are bound. The consummation by such Stockholder of the transactions contemplated hereby will not (i) violate any Applicable Legal Requirements provision of any judgment, order, writ, stipulation, settlement, award or agreement binding upon decree applicable to such Stockholder or the Existing its Subject Shares, nor require any authorization(ii) in the event that such Stockholder is an entity, consent result in a conflict with, a breach or approval violation of, or filing witha default under, the certificate of incorporation and the bylaws, the limited liability company agreement, the partnership agreement or comparable organizational documents of such Stockholder, or (iii) require any Governmental Entityconsent, approval, or notice under any Law applicable to such Stockholder other than (x) as may be required under the Exchange Act and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, and would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair the ability of such Stockholder to perform its obligations under this Agreement. (e) Such Stockholder’s Subject Shares are now, and at all times during the term hereof will be (except for Subject Shares transferred in each case for filings accordance with the SEC Section 4(b)), held beneficially and either as of record by such Stockholder or as would not impact by a nominee or custodian for the benefit of such Stockholder’s ability to perform or comply with , free and clear of all Encumbrances, except for (i) any such Stockholder’s obligations under Encumbrances created and expressly contemplated by this Agreement (in connection therewith any material respectrestrictions on transfer or any other Encumbrances have been waived by appropriate consent) and (ii) Encumbrances imposed by federal or state securities Laws (collectively, “Permitted Encumbrances”). (f) Other than as of the date of provided in this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole full voting power with respect to the Existing Shares all such Stockholder’s Subject Shares, and sole full power of disposition disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Subject Shares. None of such Stockholder’s Subject Shares are subject to any stockholders’ agreement, proxy, voting trust or other agreement or arrangement with other Stockholders respect to the voting of such Subject Shares, except as created and expressly contemplated by this Agreement. (g) Such Stockholder understands and acknowledges that Parent and Purchaser are entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement. (h) With respect to such Stockholder, as of the date hereof, there is no Legal Proceeding pending against, or, to the actual knowledge of such Stockholder, threatened against or affecting, such Stockholder or any of such Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Body that would reasonably be expected to prevent, impair, prevent or materially delay or materially adversely affect impair the ability of consummation by such Stockholder to perform of the transactions contemplated by this Agreement or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder hereunder. (i) No broker, finder, financial advisor, investment banker or other Person is entitled to consummate any brokerage, finder’s, other similar fee or commission from the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement Company in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of connection with such Stockholder contained hereintendering the Subject Shares based upon the agreements made by or on behalf of the Stockholder in its capacity as such.

Representations and Warranties of Each Stockholder. (a) Each Stockholder hereby represents and warrants to Parent and Purchaser as follows as follows: (i) Stockholder is the beneficial owner of the shares of Common Stock set forth opposite Stockholder's name on Schedule I to this Agreement (together with any shares of Common Stock that such Stockholder may acquire at any time on or after the date hereof during the term of this Agreement: , the "Shares"). Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Stockholder (a"Options"). (ii) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Stockholder has full the legal right and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder Agreement and to consummate the transactions contemplated hereby, without the necessity of any joinder, consent or waiver of any Person. (ciii) (i) this This Agreement has been duly validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except (A) as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws of general application affecting or relating to enforcement of creditors’ ' rights generally; , and (iiB) is that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to general principles equitable defenses and would be subject to the discretion of equity, the court before which any proceeding therefore may be brought. (eiv) Neither the execution and delivery of this Agreement by such Stockholder does not, and nor the consummation by Stockholder of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval result in a violation of, or filing a default under, or conflict with, any Governmental Entitycontract, except in each case for filings with the SEC trust, commitment, agreement, or restriction of any kind to which Stockholder is a party or by such which Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as 's assets are bound. The consummation by Stockholder of the date transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of this Agreementany judgment, such order, decree, statute, law, rule or regulation applicable to Stockholder. (v) The Shares owned by Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially ownsare now, and has good and valid title toat all times during the term hereof will be, held by Stockholder, or by a nominee or custodian for the Existing Shares benefit of Stockholder, free and clear of any proxyall liens, claims, security interests, proxies, voting restrictiontrusts or agreements, adverse claim options, rights or any other Encumbrance (other than encumbrances whatsoever on title, transfer, or exercise of any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies rights of the Company with a stockholder in respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing such Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of except for any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of foregoing arising under this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinAgreement.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants warrants, severally and not jointly, to Parent the Company as follows as follows: (a) Such Stockholder owns individually and beneficially the Shares set forth opposite his name on Schedule I. Such Shares constitute all of the shares owned individually and beneficially by such Stockholder on the date hereof. Such Stockholder 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 (except restricted stock) with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, . (b) such Such Stockholder has full legal right the power and capacity authority to execute enter into and deliver this Agreement, to perform all of such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) under this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entityconstitutes a legal, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except in each case as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws affecting laws now or relating to creditors’ rights generally; hereafter in effect and (ii) is subject to the limitations imposed by general principles equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is a 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 Stockholder of the transactions contemplated thereby. (ec) (i) Except as may be required under applicable securities laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by such Stockholder does notStockholder, and the consummation by such Stockholder of the transactions contemplated hereby and the compliance by such Stockholder with the provisions hereof will notand (ii) none of the execution and delivery of this Agreement by such Stockholder, conflict with or violate any Applicable Legal Requirements or agreement binding upon the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entityprovisions hereof, except in each case for filings with the SEC by such Stockholder cases in which any conflict, breach, default or as violation described below would not impact such Stockholder’s ability to perform or comply interfere with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder hereunder, shall (A) conflict with or result in any breach of any organizational documents applicable to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery , (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, stockholders agreement or voting trust, to which such Stockholder 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 Stockholder or any of its properties or assets. (d) Except as permitted by this Agreement Agreement, the Shares beneficially owned by such Stockholder and the representationscertificates representing such shares are now, warrantiesand at all times during the term hereof will be, covenants and other agreements held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder contained hereinStockholder, 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 Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent Acquiror as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Such Stockholder has full the legal right capacity and capacity all other power and authority necessary to execute and deliver enter into this Agreement, to perform Stockholder’s the obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder Acquiror, Merger Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyparties hereto, (d) this Agreement constitutes the a legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or laws of general applicability relating to creditors’ or affecting creditor's rights generally; generally and (ii) is subject to by the application of general principles of equity. (b) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not to the knowledge of such Stockholder, (ei) conflict with or violate any law, regulation, court order, judgment or decree applicable to such Stockholder or by which the property of such Stockholder is bound or affected, or (ii) conflict with or result in any breach of or constitute a default under any contract or agreement to which such Stockholder is a party or by which such Stockholder or such Stockholder's property is bound or affected, which conflict, violation, breach or default would materially impair or materially interfere with such Stockholder's ability to perform its obligations under this Agreement. (c) To the knowledge of such Stockholder, the execution and delivery of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby do not and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor not require any authorization, consent or approval of, or filing withother action by any Person under, any Governmental Entityprovision of any agreement, except in each case for filings with the SEC contract or other instrument binding on such Stockholder. (d) The Shares reflected on SCHEDULE A as being owned by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of are the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other only shares of Company Common Stock or other securities voting capital stock of the Company or rights to purchase any other voting interests in the Company owned beneficially or acquire any of record by such securitiesStockholder, (g) and except as of the date of this Agreementset forth in SCHEDULE A, such Stockholder beneficially ownsdoes not own any other options, warrants or rights to acquire shares of any class of capital stock of the Company or any other voting interests in the Company. Such Stockholder has the requisite power respecting voting and has good and valid title totransfer of such Stockholder's Shares. Except as set forth on SCHEDULE 3(d) hereto, the Existing shares and certificates representing such Shares held by such Stockholder are owned as indicated on SCHEDULE A by such Stockholder, free and clear of any proxyall liens, claims, security interests, proxies, options, warrants or other rights, voting restrictiontrusts or agreements, adverse claim understandings or arrangements or any other Encumbrances whatsoever, except for any such Encumbrances or proxies arising hereunder. (e) No investment banker, broker, finder or other Encumbrance (other than intermediary is entitled to a fee or commission in respect of this Agreement based upon any restrictions created arrangement or agreement made by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge on behalf of such Stockholder, threatened against except for fees that may be payable by the Company or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate Acquiror in conjunction with the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into by the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinAgreement.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants warrants, severally and not jointly, to Parent the Company as follows as follows: (a) Such Stockholder owns individually and beneficially the Shares set forth opposite such Stockholder’s name on Schedule I. Such Shares constitute all of the shares owned individually and beneficially by such Stockholder on the date hereof. Such Stockholder 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: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, . (b) such Such Stockholder has full legal right the power and capacity authority to execute enter into and deliver this Agreement, to perform all of such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) under this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entityconstitutes a legal, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except in each case as such enforceability (i) enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, whether applied in a court of law or a court of equity, and 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 Stockholder is a 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 Stockholder of the transactions contemplated thereby. (ec) (i) Except as may be required under applicable securities laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by such Stockholder does notStockholder, and the consummation by such Stockholder of the transactions contemplated hereby and the compliance by such Stockholder with the provisions hereof will notand (ii) none of the execution and delivery of this Agreement by such Stockholder, conflict with or violate any Applicable Legal Requirements or agreement binding upon the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entityprovisions hereof, except in each case for filings with the SEC by such Stockholder cases in which any conflict, breach, default or as violation described below would not impact such Stockholder’s ability to perform or comply interfere with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder hereunder, shall (A) conflict with or result in any breach of any organizational documents applicable to consummate such Stockholder, (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 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, stockholders agreement or voting trust, to which such Stockholder is a timely basis. Such party or by which such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon or any of such Stockholder’s execution and delivery properties or assets may be bound or (C) violate any Order or Law applicable to such Stockholder or any of such Stockholder’s properties or assets. (d) Except as permitted by this Agreement Agreement, the Shares beneficially owned by such Stockholder and the representationscertificates representing such Shares are now, warrantiesand at all times during the term hereof will be, covenants and other agreements held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder contained hereinStockholder, 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 Stockholder. Each Stockholder hereby represents and warrants warrants, jointly and severally, to Parent and Merger Sub as follows follows: Section 2.1 Schedule I sets forth, opposite each Stockholder’s name, the number of shares of Common Stock, and all securities convertible into or exchangeable or exercisable for such Common Stock, over which such Stockholder has record and beneficial ownership as of the date hereof. As of the date hereof, each Stockholder is the beneficial owner of the shares of Common Stock denoted as being owned by such Stockholder on Schedule I and has the sole power to vote (or cause to be voted) such shares of Common Stock. Except as set forth on such Schedule I, no Stockholder nor any Affiliate of a Stockholder owns or holds any right to acquire any additional shares of any class of capital stock of the Company or other securities of the Company or any interest therein or any voting rights with respect to any securities of the Company. Each Stockholder has good and valid title to the Common Stock denoted as being owned by such Stockholder on Schedule I, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement or as could not reasonably be expected to impair any Stockholder’s ability to perform his or her obligations under this Agreement. Section 2.2 (i) No filing with any governmental authority, and no authorization, consent or approval of any other Person is necessary for the execution of this Agreement: (a) if applicable, such Agreement by any Stockholder is a legal entity duly organized, validly existing and, to or the extent such concept is applicable, in good standing under the Applicable Legal Requirements consummation by any Stockholder of the jurisdiction transactions contemplated hereby and (ii) neither of its organizationthe execution and delivery of this Agreement by the Stockholders, (b) such nor the consummation by any Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate of the transactions contemplated hereby, nor compliance by any Stockholder with any of the provisions hereof shall (cA) (i) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract, understanding, agreement or other instrument or obligation to which any Stockholder is an entitya party or by which any Stockholder or any of his, the executionher or its Subject Shares or assets may be bound, delivery and performance of this Agreement by such Stockholder and the consummation or (B) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the transactions contemplated hereby have been duly authorized by all necessary actions on foregoing as could not reasonably be expected to impair in any material respect any Stockholder’s ability to perform his or her obligations under this Agreement. Section 2.3 Each Stockholder understands and acknowledges that Parent and Merger Sub are entering into the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Merger Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) reliance upon the execution and delivery of this Agreement by such Stockholder 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 Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to Parent as follows as of the date of this Agreementfollows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (ib) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions action on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (dc) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and other moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in law or relating to creditors’ rights generally; and (ii) is subject to general principles of equity), (ed) the execution and delivery of this Agreement by such Stockholder 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 Legal Requirements Laws or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC Securities and Exchange Commission by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s its or his obligations under this Agreement in any material respect, (fe) as of the date of this Agreementhereof, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (gf) as of the date of this Agreementhereof, such Stockholder beneficially owns, and has good and valid title to, owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance Lien (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectivelyrestrictions, “Permitted Liens”)applicable securities laws and similar considerations) and, subject to the Permitted Liens, and has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, and no Person person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s its Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinXxxxxx Xxxxxxx Xxxxxx.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to Parent as follows as of the date of this Agreementfollows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (ib) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions action on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (dc) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and other moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in law or relating to creditors’ rights generally; and (ii) is subject to general principles of equity), (ed) the execution and delivery of this Agreement by such Stockholder 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 Legal Requirements Laws or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC Securities and Exchange Commission by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s its obligations under this Agreement in any material respect, (fe) as of the date of this Agreementhereof, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (gf) as of the date of this Agreementhereof, such Stockholder beneficially owns, and has good and valid title to, owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance Lien (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectivelyrestrictions, “Permitted Liens”)applicable securities laws and similar considerations) and, subject to the Permitted Liens, and has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, and no Person person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s its Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending againstTrian Fund Management, orL.P., to the knowledge of such StockholderTrian Fund Management GP, threatened against or affectingLLC, such Stockholder that would reasonably be expected to preventXxxxxx Xxxxx, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinXxxxx X. May and/or Xxxxxx X. Garden.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to Parent and Merger Sub as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (bi) such Stockholder has full legal right right, power and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (iii) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions action on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (diii) this Agreement constitutes the legal, valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, terms (except as such to the extent that enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other reorganization or similar Laws affecting or relating to the enforcement of creditors’ rights generally; and (ii) is subject to generally or by general principles of equity); provided that if such Stockholder 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 Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms; (eb) the execution and delivery of this Agreement by such Stockholder 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 Legal Requirements applicable Law or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s its obligations under this Agreement in any material respect, ; (fc) as of the date of this Agreement, (i) such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not (ii) such Stockholder (A) owns, beneficially own any other shares and of Company Common Stock record, or other securities controls all of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance Lien (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions laws), (collectively, “Permitted Liens”)B) and, subject to the Permitted Liens, has sole voting power, sole power with respect of disposition, sole power to the Existing Shares demand dissenters’ rights and sole power to agree to all of disposition the matters set forth in this Agreement, each with respect to all of the Existing such Stockholder’s Shares, and(C) does not own, subject to of record or beneficially, any shares of capital stock of the Permitted LiensCompany other than the Shares set forth on Schedule A hereto, and (D) no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided provided, however, that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing its Shares with each other Stockholders Stockholder; (d) as of the date hereof, Stockholder is the legal and beneficial owner of the number of Company Stock Options, warrants and other rights to acquire, directly or indirectly, shares of the Company’s Common Stock set forth on Schedule A hereto (hcollectively, the “Company Stock Options and Other Rights”); and (e) as of the date hereof, there is no Legal Proceeding Action pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that before or by any Governmental Entity, except, as would not reasonably be expected expected, either individually or in the aggregate, to prevent, impair, materially delay or materially adversely affect impair the ability of such Stockholder to perform such Stockholder’s its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent as follows as of the date hereof in respect of this Agreement: himself, herself or itself as follows: (a) if applicableAuthority, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Execution and Delivery; Enforceability. The Stockholder has full legal right all requisite power and capacity authority to execute and deliver enter into this Agreement, to perform Stockholder’s obligations hereunder Agreement and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly authorized, executed and delivered by such the Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the legal, valid and binding agreement obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms. Except for the expiration or termination of the waiting periods under the HSR Act and informational filings with the SEC, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the execution and delivery by the Stockholder of this Agreement by such Stockholder does do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions terms hereof will not, conflict with, or result in any violation of, or default (with or violate without notice or lapse of time or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the Subject Shares of the Stockholder under, (i) any trust agreement, loan or credit agreement, bond, note, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding or instrument, (collectively, "Contracts") to which the Stockholder is a party or by which any of the Subject Shares of the Stockholder is bound or (ii) subject to the filings and other matters referred to in the next sentence, any provision of any judgment, order or decree (collectively, "Judgment") or any statute, law, ordinance, rule or regulation (collectively, "Applicable Legal Requirements Law") applicable to the Subject Shares of the Stockholder. No consent, approval, order or agreement binding upon such Stockholder or the Existing Sharesauthorization (collectively, nor require any authorization, consent or approval "Consent") of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity, except in each case for filings with the SEC Entity is required to be obtained or made by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities Stockholder in connection with xxxxxxx xxxxxxx restrictions the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (collectivelyi) compliance with and filings under the HSR Act, “Permitted Liens”)) and, subject if applicable to the Permitted Liens, has sole voting power with respect to Stockholder's receipt in the Existing Shares and sole power of disposition with respect to all Merger of the Existing SharesMerger Consideration, and, subject to the Permitted Liens, no Person other than (ii) such Stockholder has any right to direct or approve the voting or disposition of any reports under Sections 13(d) and 16 of the Existing Shares; provided that each Stockholder Exchange Act as may be deemed to share voting power required in connection with this Agreement and the power of disposition over such Stockholder’s Existing Shares with other Stockholders transactions contemplated hereby and (hiii) there is no Legal Proceeding pending againstwhere the failure to obtain such Consent or action, oror to make such registration, to the knowledge of such Stockholderdeclaration or filing, threatened against or affecting, such Stockholder that would could not reasonably be expected to prevent, impairmaterially impede or delay the performance by the Stockholder of its obligations under this Agreement. If the Stockholder is a natural person and is married, materially delay and the Stockholder's Subject Shares constitute community property or materially adversely affect otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the ability Stockholder's spouse, enforceable against such spouse in accordance with its terms. No trust of which such Stockholder is a trustee requires the consent of any beneficiary to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and or to the representations, warranties, covenants and other agreements consummation of such Stockholder contained hereinthe transactions contemplated hereby.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants warrants, severally and not jointly, to Parent as follows as of the date of this Agreement: follows: (a) if applicableExcept as otherwise set forth on Schedule I, (i) such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements record and beneficial owner of the jurisdiction Shares set forth opposite its, his or her name on Schedule I; (ii) such Shares constitute all of its organization, the shares owned of record or beneficially owned by such Stockholder on the date hereof; and (biii) such Stockholder has full legal right sole voting power and capacity sole power to execute issue instructions with respect to the matters set forth in Sections 2 and deliver 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. (b) Such Stockholder has the power and authority to enter into and perform all of such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) under this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entityconstitutes a legal, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is a trustee, except as 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 enforceability Stockholder of the transactions contemplated thereby. (i) may be limited by applicable bankruptcyNo filing with, insolvencyand no permit, reorganizationauthorization, moratorium and other similar Laws affecting consent or relating to creditors’ rights generally; and (ii) approval of, any Governmental Entity is subject to general principles of equity, (e) necessary for the execution and delivery of this Agreement by such Stockholder does notStockholder, and the consummation by such Stockholder of the transactions contemplated hereby and the compliance by such Stockholder with the provisions hereof will notand (ii) none of the execution and delivery of this Agreement by such Stockholder, conflict with or violate any Applicable Legal Requirements or agreement binding upon the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entityprovisions hereof, except in each case for filings with the SEC by such Stockholder cases in which any conflict, breach, default or as violation described below would not impact such Stockholder’s ability to perform or comply interfere with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder 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 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, stockholders agreement, right of first refusal, or voting trust, to which such Stockholder is a party or by which it, he or she or any of its, his or her properties or assets may be bound or (B) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Stockholder or any of its, his or her properties or assets. (d) Except as permitted by this Agreement, the Shares beneficially owned by such Stockholder and the certificates representing such shares are now, and at all times during the term hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, 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 Stockholder of the Shares to Merger Sub or Parent in accordance with the terms of the Merger Agreement shall pass to and unconditionally vest in Merger Sub or Parent 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. (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 basis. behalf of such Stockholder. (f) Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinAgreement.

Representations and Warranties of Each Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent Acquiror as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Such Stockholder has full the legal right capacity and capacity all other power and authority necessary to execute and deliver enter into this Agreement, to perform Stockholder’s the obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder Acquiror, Merger Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyparties hereto, (d) this Agreement constitutes the a legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or laws of general applicability relating to creditors’ or affecting creditor's rights generally; generally and (ii) is subject to by the application of general principles of equity. (b) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not to the knowledge of such Stockholder, (ei) conflict with or violate any law, regulation, court order, judgment or decree applicable to such Stockholder or by which the property of such Stockholder is bound or affected, or (ii) conflict with or result in any breach of or constitute a default under any contract or agreement to which such Stockholder is a party or by which such Stockholder or such Stockholder's property is bound or affected, which conflict, violation, breach or default would materially impair or materially interfere with such Stockholder's ability to perform its obligations under this Agreement. (c) To the knowledge of such Stockholder, the execution and delivery of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby do not and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor not require any authorization, consent or approval of, or filing withother action by any Person under, any Governmental Entityprovision of any agreement, except in each case for filings with the SEC contract or other instrument binding on such Stockholder. (d) The Shares reflected on Schedule A as being owned by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of are the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other only shares of Company Common Stock or other securities voting capital stock of the Company or rights to purchase any other voting interests in the Company owned beneficially or acquire any of record by such securitiesStockholder, (g) and except as of the date of this Agreementset forth in Schedule A, such Stockholder beneficially ownsdoes not own any other options, warrants or rights to acquire shares of any class of capital stock of the Company or any other voting interests in the Company. Such Stockholder has the requisite power respecting voting and has good and valid title totransfer of such Stockholder's Shares. Except as set forth on Schedule 3(d) hereto, the Existing shares and certificates representing such Shares held by such Stockholder are owned as indicated on Schedule A by such Stockholder, free and clear of any proxyall liens, claims, security interests, proxies, options, warrants or other rights, voting restrictiontrusts or agreements, adverse claim understandings or arrangements or any other Encumbrances whatsoever, except for any such Encumbrances or proxies arising hereunder. (e) No investment banker, broker, finder or other Encumbrance (other than intermediary is entitled to a fee or commission in respect of this Agreement based upon any restrictions created arrangement or agreement made by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge on behalf of such Stockholder, threatened against except for fees that may be payable by the Company or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate Acquiror in conjunction with the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into by the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinAgreement.

Representations and Warranties of Each Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent Acquiror as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Such Stockholder has full the legal right capacity and capacity all other power and authority necessary to execute and deliver enter into this Agreement, to perform Stockholder’s the obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and (ii) if such Stockholder is an entitydelivery by Acquiror, the execution, delivery and performance of this Agreement by such Stockholder Merger Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyparties hereto, (d) this Agreement constitutes the a legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or laws of general applicability relating to creditors’ or affecting creditor's rights generally; generally and (ii) is subject to by the application of general principles of equity, . (eb) the The execution and delivery of this Agreement by and the consummation of the transactions herein contemplated will not conflict with or violate any law, regulation, court order, judgment or decree applicable to such Stockholder does notor by which the property of such Stockholder is bound or affected, or conflict with or result in any breach of or constitute a default under any contract or agreement to which such Stockholder is a party or by which such Stockholder or such Stockholder's property is bound or affected, which conflict, violation, breach or default would adversely affect such Stockholder's ability to perform the obligations of this Agreement. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor not require any authorization, consent or approval of, or filing withother action by any Person under, any Governmental Entityprovision of any agreement, except in each case for filings with the SEC by such Stockholder contract or as would not impact other instrument binding on such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, . (fd) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other The shares of Company Common Stock or other securities reflected on SCHEDULE A as being owned by such Stockholder are the only shares of voting Capital Stock of the Company or rights to purchase any other voting interests in the Company owned beneficially or acquire any of record by such securitiesStockholder, (g) and except as of the date of this Agreementset forth in SCHEDULE A, such Stockholder beneficially ownsdoes not own any other options, warrants or rights to acquire shares of any class of capital stock of the Company or any other voting interests in the Company. Such Stockholder has the sole power respecting voting and transfer of such Stockholder's shares of Capital Stock. The shares and certificates representing such shares held by such Stockholder are now, and has good and valid title toat all times during the term hereof will be, the Existing Shares owned as indicated on SCHEDULE A by such Stockholder, free and clear of any proxyall liens, claims, security interests, proxies, options, warrants or other rights, voting restrictiontrusts or agreements, adverse claim understandings or arrangements or any other Encumbrances whatsoever, except for any such Encumbrances or proxies arising under this Agreement. (e) No investment banker, broker, finder or other Encumbrance (other than intermediary is entitled to a fee or commission in respect of this Agreement based upon any restrictions created arrangement or agreement made by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge on behalf of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Except as set forth on the disclosure letter attached hereto, each Stockholder represents and warrants to Parent AMCON and Merger Sub as follows as of the date of this Agreement: follows: (a) Each Stockholder (if applicable, such Stockholder it is a corporation, general or limited partnership, limited liability company or other legal entity entity) is duly organized, validly existing and, to the extent such concept is applicable, and in good standing under the Applicable Legal Requirements laws of the jurisdiction of its incorporation or organization, (b) such . Such Stockholder has full the requisite power and authority (and if a natural person, the legal right and capacity capacity) to execute and deliver this Agreement, Agreement and to perform Stockholder’s its obligations hereunder hereunder. The execution and to consummate the transactions contemplated hereby, (c) (i) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder 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 Stockholder and, (d) assuming that this Agreement constitutes the a valid and binding agreement of AMCON, is a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting laws, now or hereafter in effect, relating to creditors’ or affecting the rights and remedies of creditors generally; , and (ii) is subject to general principles of equity, equity (eregardless of whether such enforceability is considered in a proceeding in equity or a law) and to general principles governing the duties of fiduciaries. (b) The execution and delivery of this Agreement by such Stockholder does not, and the consummation performance of the transactions contemplated hereby and the compliance with the provisions hereof this Agreement by such Stockholder will not, conflict with, result in any breach of or constitute a default (or an event that with notice or violate lapse of time or both would become a default) under, or give to others any Applicable Legal Requirements rights of termination, amendment, acceleration or agreement binding upon cancellation of, or require payment under, or result in the creation of any Encumbrances (as defined in Section 5.1 below) on any of the assets of such Stockholder pursuant to any contract or other instrument to which such Stockholder is a party or by which such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entityof such Stockholder's assets are bound, except in each case for filings with any thereof that would not reasonably be expected to materially impair the SEC by ability of such Stockholder or as would not impact to perform such Stockholder’s ability 's obligations hereunder or to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, consummate the transactions contemplated hereby. (fc) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there There is no Legal Proceeding suit, action, investigation or proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to prevent, impair, materially delay or materially adversely affect impair the ability of such Stockholder to perform such Stockholder’s 's obligations hereunder or to consummate the transactions contemplated hereby hereby. (d) Such Stockholder owns beneficially and of record the shares of Company Common Stock set forth opposite such Stockholder's name on a timely basisSchedule I hereto (the "Existing Shares"). The Existing Shares constitute all the shares of the Company Common Stock owned of record or beneficially by such Stockholder. Such Stockholder understands has sole voting power, sole power of disposition and acknowledges that Parent is entering into all other stockholder rights with respect to all the Merger Agreement in reliance upon Existing Shares, with no restrictions, other than pursuant to applicable securities laws, on such Stockholder’s execution and delivery 's rights of this Agreement and disposition pertaining thereto. Such Stockholder owns options or warrants to purchase or other securities convertible or exchangeable into or exercisable for the representations, warranties, covenants and other agreements number of shares of such Common Stock set forth opposite such Stockholder'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 Stockholder contained hereinhas good and valid title to all the Existing Shares, free and clear of all Encumbrances (other than any Encumbrance created by this Agreement).

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants as to Parent itself as follows follows: (a) Such Stockholder is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Agreement. As of the date of this Agreement: (a) if applicablehereof, other than the Owned Shares and Company Options, such Stockholder does not own beneficially or of record any shares of capital stock of the Company (or any securities convertible into shares of capital stock of the Company) or any interest therein. (b) such Stockholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’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 Stockholder from satisfying, its, his or her obligations pursuant to this Agreement. (c) Such Stockholder (i) that is not an individual, is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements Laws of the jurisdiction of its organizationorganization and has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby and (bii) such Stockholder that is an individual, has full the legal right capacity to, execute, deliver and capacity to execute and deliver perform his or her obligations under this Agreement, to perform Stockholder’s obligations hereunder Agreement and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such Stockholder and (ii) if constitutes a valid and binding agreement of such Stockholder is an entityenforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Merger Agreement. (e) The execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the execution and delivery of this Agreement by such Stockholder does do not, and the consummation of the transactions contemplated hereby or the Merger and the compliance with other transactions contemplated by the provisions hereof Merger Agreement will not, conflict constitute or result in (i) a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of such Stockholder (if such Stockholder is not an individual), (ii) with or violate without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any Applicable Legal Requirements benefit under, the creation, modification or agreement acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Stockholder pursuant to any Contract binding upon such Stockholder or or, assuming (solely with respect to performance of this Agreement and the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings transactions contemplated hereby) compliance with the SEC by matters referred to in Section 4(d), under any applicable Law to which such Stockholder is subject or as (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Stockholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not impact not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair such Stockholder’s ability to perform its, his or comply with such Stockholder’s her obligations under this Agreement in any material respecthereunder or to consummate the transactions contemplated hereby, the consummation of the Merger or the other transactions contemplated by the Merger Agreement. (f) as As of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding action, proceeding or investigation pending against, against such Stockholder or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay questions the beneficial or materially adversely affect the ability record ownership of such Stockholder to perform such Stockholder’s Owned Shares, the validity of this Agreement or the performance by such Stockholder of its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. under this Agreement. (g) Such Stockholder understands and acknowledges that Parent Acquiror is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein. (h) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Acquiror or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of such Stockholder, on behalf of such Stockholder.

Representations and Warranties of Each Stockholder. Each The Stockholder hereby represents and warrants to Parent Purchaser as follows as follows: a. The Stockholder is the record and beneficial owner of the Existing Shares set forth opposite its name on Schedule I. The Existing Shares constitute all of the Shares owned of record or beneficially owned by the Stockholder on the date hereof. The Stockholder 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 the Existing Shares with no limitations, qualifications or restrictions on such rights, subject to (i) applicable securities laws, (ii) the terms of this Agreement: , and (aiii) if applicable, such Stockholder is a legal entity duly organized, validly existing and, the earlier to the extent such concept is applicable, in good standing under the Applicable Legal Requirements occur of the jurisdiction approval of its organization, (b) such this Agreement and the transactions contemplated hereby by the Bankruptcy Court and the confirmation of the Stockholder's plan of reorganization by the Bankruptcy Court. b. The Stockholder has full legal right the power and capacity authority to execute enter into and deliver perform all of the Stockholder's obligations under this Agreement, subject to perform Stockholder’s obligations hereunder the earlier to occur of the approval of this Agreement and to consummate the transactions contemplated hereby, hereby by the Bankruptcy Court and the confirmation of the Stockholder's plan of reorganization by the Bankruptcy Court and further subject to the receipt by the Stockholder of a consent from the agent bank on behalf of the lending banks to the Stockholder under the Stockholder's principal bank credit arrangement (c) (i) this the "Agent's Consent"). This Agreement has been duly and validly executed and delivered by such the Stockholder and (ii) if such Stockholder is an entityand, subject to the execution, delivery and performance earlier to occur of the approval of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part Bankruptcy Court and the confirmation of such the Stockholder's plan or reorganization by the Bankruptcy Court and further subject to the receipt by the Stockholder and no other company or other legal entity actions or proceedings on of the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyAgent's Consent, (d) this Agreement constitutes the a legal, valid and binding agreement of such the Stockholder, enforceable against such the Stockholder in accordance with its terms. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee, except as such enforceability 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 the Stockholder of the transactions contemplated hereby, other than the earlier to occur of the approval of this Agreement and the transactions contemplated hereby by the Bankruptcy Court and the confirmation of the Stockholder's plan of reorganization by the Bankruptcy Court. c. Except for filings under the HSR Act and the Exchange Act, and subject to the earlier to occur of the approval of this Agreement and the transactions contemplated hereby by the Bankruptcy Court and the confirmation of the Stockholder's plan of reorganization by the Bankruptcy Court and further subject to the receipt by the Stockholder of the Agent's Consent, (i) may be limited by applicable bankruptcyno filing with, insolvencyand no permit, reorganizationauthorization, moratorium and other similar Laws affecting consent or relating to creditors’ rights generally; and (ii) approval of, any Governmental Entity is subject to general principles of equity, (e) necessary for the execution and delivery of this Agreement by the Stockholder, the consummation by such Stockholder does not, and the consummation of the transactions contemplated hereby and the compliance by the Stockholder with the provisions hereof will nothereof, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, and (fii) as none of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement by the Stockholder, the consummation by the Stockholder of the transactions contemplated hereby or compliance by the Stockholder with any of the provisions hereof, shall (A) conflict with or result in any breach of any organizational documents applicable to the Stockholder, (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 the Stockholder 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 the Stockholder or any of its properties or assets. d. Upon the payment by Purchaser of the Offer Price per share for the Stockholder Shares as directed by Bankers Trust Company, the transfer by the Stockholder of the Stockholder Shares to Purchaser in the Offer or hereunder shall pass to and unconditionally vest in Purchaser good and valid title to all Stockholder Shares, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, subject to the earlier to occur of the approval of this Agreement and the representationstransactions contemplated hereby by the Bankruptcy Court and the confirmation of the Stockholder's plan of reorganization by the Bankruptcy Court. e. No broker, warrantiesinvestment banker, covenants and financial advisor or other agreements 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 behalf of such Stockholder contained hereinthe Stockholder. f. The Stockholder's lending banks have authorized the Agent's Consent.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants to Parent as follows as of follows: (a) such Stockholder has the date full power and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder, subject to applicable federal securities laws and the terms of this Agreement: (a) ; if applicable, such Stockholder is a legal entity not an individual, it is duly organized, validly existing and, to the extent such concept is applicable, and in good standing under the Applicable Legal Requirements laws of the its jurisdiction of its organization, (b) such Stockholder organization and has full legal right and capacity to execute and deliver this Agreementtaken all action necessary, to execute, deliver and perform Stockholder’s its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby, ; (c) (ib) this Agreement (assuming this Agreement constitutes a valid and binding agreement of Parent) has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions or on the part behalf of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the a valid and binding agreement of with respect to such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium insolvency and other similar Laws laws affecting or relating to creditors’ rights and remedies generally; ; (c) such Stockholder is the record and/or beneficial owner of the number of Shares, Company Options, Company RSUs and Company Restricted Stock indicated opposite such Stockholder’s name on Schedule A, in each case free and clear of any liens, claims, charges, proxies, powers of attorney, rights of first offer or rights of first refusal, voting agreement or voting trust or any other agreement, arrangement, or restriction with respect to the voting of such Shares, or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares, except (a) for any such Lien that may be imposed as contemplated by this Agreement (including any Permitted Transfer) and (b) any applicable restrictions on transfer under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. Except to the extent of any New Shares acquired after the date hereof (which shall become Shares subject to the terms of this Agreement upon that acquisition), the Shares, Company Options, Company RSUs and Company Restricted Stock set forth on Schedule A opposite the name of such Stockholder are the only securities of the Company owned of record and/or beneficially by such Stockholder on the date hereof; (d) the execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of his or her obligations hereunder and the compliance by such Stockholder with any provisions hereof will not, (i) if such Stockholder is not an individual, conflict with or violate any provision of its articles of incorporation, bylaws or similar organizational documents or (ii) violate or conflict with, result in a material breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of such Stockholder’s Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which such Stockholder is subject a party or by which such Stockholder is bound, or any law, statute, rule or regulation to general principles of equity, which such Stockholder is subject; (e) the execution and delivery of this Agreement by such Stockholder does not, and the consummation performance of the transactions contemplated hereby this Agreement by such Stockholder does not and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorizationconsent, consent approval, authorization or approval permit of, or filing withwith or notification to, any Governmental Entity, except in each case for filings with the SEC governmental or regulatory authority by such Stockholder except for applicable requirements, if any, of the Exchange Act or as the Securities Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not impact prevent or delay the performance by such Stockholder’s ability to perform Stockholder of its, his or comply with such Stockholder’s her obligations under this Agreement in any material respect, ; (f) as no broker, investment banker, financial advisor, finder, agent or other Person is entitled to any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with this Agreement based upon arrangements made by or on behalf of the date of this Agreement, such Stockholder is the record owner of in its, his or beneficially owns (her capacity as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, such; and (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinAgreement.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants warrants, severally and not jointly, to Parent the Company as follows as follows: (a) Such Stockholder owns individually and beneficially the Voting Shares set forth opposite such Stockholder’s name on Schedule I attached hereto. Such Shares constitute all of the shares owned individually and beneficially by such Stockholder on the date hereof as to which the Stockholder has the right to vote or direct the voting. Such Stockholder 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 Voting 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: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, . (b) such Such Stockholder has full legal right the power and capacity authority to execute enter into and deliver this Agreement, to perform all of such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) under this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entityconstitutes a legal, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except in each case as such enforceability (i) enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, whether applied in a court of law or a court of equity, and 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 Stockholder is a 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 Stockholder of the transactions contemplated hereby. (ec) (i) Except as may be required under applicable securities laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by such Stockholder does notStockholder, and the consummation by such Stockholder of the transactions contemplated hereby and the compliance by such Stockholder with the provisions hereof will notand (ii) none of the execution and delivery of this Agreement by such Stockholder, conflict with or violate any Applicable Legal Requirements or agreement binding upon the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entityprovisions hereof, except in each case for filings with the SEC by such Stockholder cases in which any conflict, breach, default or as violation described below would not impact such Stockholder’s ability to perform or comply interfere with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder hereunder, shall (A) conflict with or result in any breach of any organizational documents applicable to consummate such Stockholder, (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 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, stockholders agreement or voting trust, to which such Stockholder is a timely basis. Such party or by which such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon or any of such Stockholder’s execution and delivery properties or assets may be bound or (C) violate any Order or Law applicable to such Stockholder or any of such Stockholder’s properties or assets. (d) Except as permitted by this Agreement Agreement, the Voting Shares beneficially owned by such Stockholder and the representationscertificates representing such Voting Shares are now, warrantiesand at all times during the term hereof will be, covenants and other agreements held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder contained hereinStockholder, 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 Stockholder. Each Stockholder represents and warrants to Parent Buyer as follows as of the date of this Agreementfollows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (ib) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions action on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (dc) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting or of general applicability relating to or affecting creditors’ rights generally; and (ii) is subject to general principles of equityequity principles, (ed) the execution and delivery of this Agreement by such Stockholder 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 Legal Requirements Laws or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental EntityAuthority, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s its or his obligations under this Agreement in any material respect, (fe) as of the date of this Agreementhereof, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the U.S. Securities Exchange ActAct of 1934, as amended) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (gf) as of the date of this Agreementhereof, such Stockholder beneficially owns, and has good and valid title to, owns the Existing Shares free and clear of any proxy, proxy or voting restriction, adverse claim or other Encumbrance restriction (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)Company’s organizational documents) and, subject to the Permitted Liens, and has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, and no Person person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Stockholder hereby severally represents and warrants to Parent and Purchaser as follows as of the date of this Agreement: follows: (a) if applicableWith respect to any Stockholder which is not an individual, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, and in good standing under the Applicable Legal Requirements laws of the jurisdiction of its organization, (b) such formation. Such Stockholder has full legal right all necessary power and capacity authority to execute and deliver this Agreement, to perform Stockholder’s its obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this Agreement has been duly executed . The execution and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary actions on the part of such Stockholder corporate action, and no other company or other legal entity actions or corporate proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, (d) this Agreement assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes the legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. (b) With respect to any Stockholder who is an individual, except as such enforceability Stockholder has the full power and authority to make, enter into and carry out the terms of this Agreement and the execution and delivery of this Agreement does not require any consent from such Stockholder’s spouse or any other person. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. (ic) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the The execution and delivery of this Agreement by such Stockholder does do not, and the consummation performance of the transactions contemplated hereby and the compliance with the provisions hereof this Agreement by such Stockholder will not, (i) if such Stockholder is not an individual, conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of such Stockholder, (ii) assuming that all consents, approvals, authorizations and other actions described in subsection (d) have been obtained and all filings and obligations described in subsection (d) have been made, conflict with or violate any Applicable Legal Requirements or agreement binding upon Law applicable to such Stockholder or the Existing Sharesby which any property or asset of such Stockholder is bound or affected, nor require or (iii) result in any authorizationbreach of or constitute a default (or an event which, consent with notice or approval lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or filing withresult in the creation of a Lien or other encumbrance on any property or asset of such Stockholder pursuant to, any Governmental Entitynote, except bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not, individually or in each case for filings with the SEC aggregate, prevent or materially delay the performance by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed his, her or its obligations pursuant to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and this Agreement. (hd) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s The execution and delivery of this Agreement by such Stockholder do not, and the representationsperformance of this Agreement by such Stockholder will not, warrantiesrequire any consent, covenants approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for applicable requirements, if any, of the Exchange Act, and other agreements the HSR Act, and except where the failure to obtain any such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay the performance by such Stockholder of any of his, her or its obligations pursuant to this Agreement. (e) With respect to any Stockholder who is an individual, the failure of the spouse, if any, of such Stockholder contained hereinto be a party or signatory to this Agreement shall not (i) prevent such Stockholder from performing such Stockholder's obligations and consummating the transactions contemplated hereunder or (ii) prevent this Agreement from constituting the legal, valid and binding obligation of such Stockholder in accordance with its terms.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to Parent as follows as of the date of this Agreement: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (cb) (i) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (dc) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (ed) the execution and delivery of this Agreement by such Stockholder 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 Legal Requirements Laws or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental EntityAuthority, except in each case for filings with the SEC Securities and Exchange Commission by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s its, his or her obligations under this Agreement in any material respect, (fe) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securitiesConvertible Preferred Stock, and (gf) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance Lien (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Financing Agreements, 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 ixxxxxx xxxxxxx xxxxxxx restrictions restrictions, (collectively, the “Permitted Existing Liens”)) and, subject to the Permitted Financing Agreements and the Existing Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Financing Agreements and the Existing Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s its, his or her Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinStockholders.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to Parent as follows Parent, Merger Sub and the Company, as of the date hereof and for so long as this Agreement remains in effect, as follows: (a) Such Stockholder is the beneficial owner of the Subject Shares, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction or limitation (including any restriction on the right to vote or Transfer any of the Subject Shares), except as may be provided for in this Agreement. (b) The Subject Shares constitute all of the securities (as defined in Section 3(10) of the Exchange Act, which definition will apply for all purposes of this Agreement: ) of the Company beneficially owned, directly or indirectly, by each Stockholder (aexcluding any securities beneficially owned by any Stockholder's Affiliates or "associates" (as such term is defined in Rule 12b-2 under the Exchange Act, which definition will apply for all purposes of this Agreement) if as to which such Stockholder does not have voting or investment power). (c) Except for the Subject Shares, each Stockholder 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 such Stockholder subject to any Contract (whether or not legally enforceable), other than this Agreement, that allows or obligates such Stockholder to vote, acquire or dispose of any securities of the Company. Each Stockholder holds exclusive power to vote the Subject Shares and (other than as set forth in Section 1.02) has not granted a proxy to any other Person to vote the Subject Shares. (d) Each Stockholder has all necessary corporate, partnership or individual, as applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Stockholder has full legal right power and capacity authority to execute and deliver this Agreement, to perform such Stockholder’s 's obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by such Stockholder of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of such Stockholder. Each Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (ce) (i) this This Agreement has been duly and validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entityStockholder, the executionconstitutes a legal, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws laws affecting the rights of creditors generally or relating to creditors’ rights generally; by general equitable principles. (f) The execution, delivery and performance of this Agreement does not and will not, (i) require any consent or approval under any Legal Requirement (as defined in the Merger Agreement), Permit (as defined in the Merger Agreement) or Contract, (ii) violate any other Contract to which any Stockholder or any of their respective Affiliates is subject to general principles a party including, any voting agreement, stockholders agreement, irrevocable proxy or voting trust, or (iii) contravene, conflict with or result in a violation of equity, any provision of such Stockholder's organizational documents. (eg) Neither the execution and delivery of this Agreement nor the performance by such Stockholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof such Stockholder's respective obligations hereunder will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact Requirement applicable to such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and . (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Each Stockholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s 's execution and delivery of this Agreement and the representations, warranties, warranties and covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants to Parent as follows to itself as follows: (a) The Stockholder is a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) and the only record owner of, and has good and valid title to, the Covered Shares owned by such Stockholder, free and clear of any voting restriction, adverse claim, or other Liens other than as created by this Agreement. As of the date hereof, other than the Stockholder’s Owned Shares (and, in the case of Fortress Mosaic Sponsor LLC, the warrants to purchase 2,966,667 shares of Common Stock), the Stockholder does not own beneficially or of record any Company Securities (or any securities convertible into or exercisable or exchangeable for Company Securities) or any interest therein. (b) The Stockholder, except as provided in this Agreement: , (ai) if applicablehas full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Covered Shares owned by such Stockholder, (ii) has not entered into any voting agreement or arrangement or voting trust with respect to any of the Covered Shares owned by such Stockholder that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy, power of attorney or other authorization or consent with respect to any of the Covered Shares owned by such Stockholder that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iv) has not entered into any Contract or other undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, or (v) has not approved or consented to any of the foregoing. (c) The Stockholder (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements Laws of the jurisdiction of its organization, and (bii) such Stockholder has full legal right all requisite corporate or other power and capacity to execute authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement, to perform Stockholder’s obligations hereunder Agreement and to consummate the transactions contemplated hereby. This Agreement and, (c) (i) this Agreement has when delivered pursuant to the terms of the Merger Agreement, the Written Consent have been duly executed and delivered by such the Stockholder and, assuming this Agreement constitutes a legal, valid and binding obligation of the other parties hereto, this Agreement constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. (iid) if such Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Stockholder is an entityfrom, or to be given by the Stockholder to, or be made by the Stockholder with, any Governmental Entity in connection with the execution, delivery and performance by the Stockholder of this Agreement and the Written Consent and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Merger Agreement. (e) The execution, delivery and performance of this Agreement by such Stockholder and and, when delivered pursuant to the consummation terms of the transactions contemplated hereby have been duly authorized Merger Agreement, the Written Consent, by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the execution and delivery of this Agreement by such Stockholder does do not, and the consummation of the transactions contemplated hereby and by the Written Consent, and the Merger and the other transactions contemplated by the Merger Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the certificate of incorporation, bylaws or comparable organizational documents of the Stockholder, (ii) with or without notice, lapse of time or both, a breach or violation of a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification, cancellation or acceleration (or the right of modification, cancellation or acceleration) of any obligations under or the creation of a Lien on any of the properties, rights or assets (including the Covered Shares) of the Stockholder pursuant to any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the provisions hereof will matters referred to in Section 4(d), under any applicable Law, rule, regulation, order, judgment or decree to which the Stockholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon the Stockholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, conflict with individually or violate any Applicable Legal Requirements in the aggregate, reasonably be expected to prevent or agreement binding upon such Stockholder materially delay or materially impair the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into hereby, the consummation of the Merger Agreement or the other transactions contemplated by the Merger Agreement, including the delivery of the Written Consent pursuant to the terms of the Merger Agreement. (f) As of the date of this Agreement, there is no Action pending against the Stockholder or, to the knowledge of the Stockholder, threatened in reliance upon writing against the Stockholder that questions the beneficial or record ownership of such Stockholder’s execution and delivery Owned Shares or the validity of this Agreement and Agreement, or that could reasonably be expected to prevent or materially delay the representationsStockholder’s ability to perform its obligations hereunder or to deliver the Written Consent pursuant to the terms of the Merger Agreement. (g) No broker, warrantiesfinder or investment banker is entitled to any brokerage, covenants and finder’s, or other agreements fee or commission from the Company in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder contained hereinthe Stockholder.

Representations and Warranties of Each Stockholder. Each Except as set forth on the disclosure letter attached hereto, each Stockholder represents and warrants to Parent AMCON and Merger Sub as follows as of the date of this Agreement: follows: (a) Each Stockholder (if applicable, such Stockholder it is a corporation, general or limited partnership, limited liability company or other legal entity entity) is duly organized, validly existing and, to the extent such concept is applicable, and in good standing under the Applicable Legal Requirements laws of the jurisdiction of its incorporation or organization, (b) such . Such Stockholder has full the requisite power and authority (and if a natural person, the legal right and capacity capacity) to execute and deliver this Agreement, Agreement and to perform Stockholder’s its obligations hereunder hereunder. The execution and to consummate the transactions contemplated hereby, (c) (i) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder 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 Stockholder and, (d) assuming that this Agreement constitutes the a valid and binding agreement of AMCON, is a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting laws, now or hereafter in effect, relating to creditors’ or affecting the rights and remedies of creditors generally; , and (ii) is subject to general principles of equity, equity (eregardless of whether such enforceability is considered in a proceeding in equity or a law) and to general principles governing the duties of fiduciaries. (b) The execution and delivery of this Agreement by such Stockholder does not, and the consummation performance of the transactions contemplated hereby and the compliance with the provisions hereof this Agreement by such Stockholder will not, conflict with, result in any breach of or constitute a default (or an event that with notice or violate lapse of time or both would become a default) under, or give to others any Applicable Legal Requirements rights of termination, amendment, acceleration or agreement binding upon cancellation of, or require payment under, or result in the creation of any Encumbrances (as defined in Section 5.1 below) on any of the assets of such Stockholder pursuant to any contract or other instrument to which such Stockholder is a party or by which such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entityof such Stockholder's assets are bound, except in each case for filings with any thereof that would not reasonably be expected to materially impair the SEC by ability of such Stockholder or as would not impact to perform such Stockholder’s ability 's obligations hereunder or to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, consummate the transactions contemplated hereby. (fc) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there There is no Legal Proceeding suit, action, investigation or proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to prevent, impair, materially delay or materially adversely affect impair the ability of such Stockholder to perform such Stockholder’s 's obligations hereunder or to consummate the transactions contemplated hereby hereby. (d) Such Stockholder owns beneficially and of record the shares of Company Common Stock set forth opposite such Stockholder's name on a timely basisSchedule I hereto (the "Existing Shares"). The Existing Shares constitute all the shares of the Company Common Stock owned of record or beneficially by such Stockholder. Such Stockholder understands has sole voting power, sole power of disposition and acknowledges that Parent is entering into all other stockholder rights with respect to all the Merger Agreement in reliance upon Existing Shares, with no restrictions, other than pursuant to applicable securities laws, on such Stockholder’s execution and delivery 's rights of this Agreement and disposition pertaining thereto. Such Stockholder owns options or warrants to purchase or other securities convertible or exchangeable into or exercisable for the representations, warranties, covenants and other agreements number of shares of such Stockholder contained herein.Common Stock set forth

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants to Parent Acquiror as follows to itself (and not to any other Stockholder) as follows: (a) Such Stockholder is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, such Stockholder’s Covered Shares, free and clear of Liens other than as created by this Agreement, the Existing Stockholders’ Agreement and restrictions on Transfer arising under generally applicable Securities Laws or under the Existing Stockholders’ Agreement. As of the date of this Agreement: (a) if applicablehereof, other than such Stockholder’s Owned Shares, such Stockholder does not own beneficially or of record any shares of capital stock of the Company (or any securities convertible into shares of capital stock of the Company). (b) Such Stockholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Stockholder’s Covered Shares (other than under the Existing Stockholders’ Agreement), (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares (other than under the Existing Stockholders’ Agreement) and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, other than the Existing Stockholders’ Agreement. (c) Such Stockholder (i) is a legal entity duly organizedlimited liability company, validly existing and, to the extent such concept is applicable, and in good standing under the Applicable Legal Requirements Laws of Delaware, and (ii) has the jurisdiction of limited liability company power and authority to own, lease or operate its organization, (b) such Stockholder has full legal right assets and capacity properties and to conduct its business as it is now being conducted and to execute and deliver this Agreement, Agreement and each Transaction Document to which it is a party and to perform Stockholder’s its obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this thereunder. This Agreement has been been, and each applicable Transaction Document will be, duly and validly executed and delivered by such Stockholder and, assuming due authorization and (ii) if such Stockholder is an entityexecution by each other party hereto and thereto, the execution, delivery and performance of this Agreement by such Stockholder constitutes, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyeach applicable Transaction Document will constitute, (d) this Agreement constitutes the a legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; generally and (ii) is subject subject, as to enforceability, to general principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement. (e) the execution The execution, delivery and delivery performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby or the Merger and the compliance with other transactions contemplated by the provisions hereof Business Combination Agreement does not and will not, (i) conflict with or violate any Applicable Legal Requirements provision of, or result in the breach of, the certificate of formation, the limited liability company agreement binding upon or other organizational documents of such Stockholder, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which such Stockholder is a party or by which any of their respective assets or properties may be bound or affected, (iii) assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby) compliance with the matters referred to in Section 6(d), conflict with or result in any violation of any provision of any Law, Permit or Governmental Order applicable to such Stockholder or any of its properties or assets or (iv) result in the Existing Sharescreation of any Lien upon any of the properties, nor require any authorizationequity interests or assets of such Stockholder, consent except, in the case of clause (ii), (iii) or approval of(iv) above, for such violations, conflicts, breaches or filing withdefaults that would not, any Governmental Entityindividually or in the aggregate, except in each case for filings with the SEC by such Stockholder reasonably be expected to prevent or as would not impact materially delay or impair such Stockholder’s ability to perform its obligations hereunder or comply with such Stockholder’s obligations under this Agreement in any material respectto consummate the transactions contemplated hereby, the consummation of the Merger or the other transactions contemplated by the Business Combination Agreement. (f) as As of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securitiesthere are no pending or, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading knowledge of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders , threatened, Actions and (h) there is are no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened investigations, in each case, against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay questions the beneficial or materially adversely affect the ability record ownership of such Stockholder to perform such Stockholder’s Owned Shares, the validity of this Agreement or the performance by such Stockholder of its obligations hereunder under this Agreement. (g) No broker, finder, investment banker or other Person is entitled to consummate any brokerage fee, finders’ fee or other commission for which Acquiror or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of such Stockholder, on a timely basis. behalf of such Stockholder, other than, for the avoidance of doubt, the Company’s engagement of any investment banker, broker, finder or other intermediary as set forth in the Schedules. (h) Such Stockholder understands has had the opportunity to read the Business Combination Agreement and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and has had the representations, warranties, covenants opportunity to consult with its tax and other agreements of such Stockholder contained hereinlegal advisors.

Representations and Warranties of Each Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent the Company as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Such Stockholder has full the legal right capacity and capacity all other power and authority necessary to execute and deliver enter into this Agreement, to perform Stockholder’s the obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder the Company and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyparties hereto, (d) this Agreement constitutes the a legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or laws of general applicability relating to creditors’ or affecting creditor's rights generally; generally and (ii) is subject to by the application of general principles of equity, . (eb) the The execution and delivery of this Agreement by and the consummation of the transactions herein contemplated will not (i) to the knowledge of such Stockholder, conflict with or violate any law, regulation, court order, judgment or decree applicable to such Stockholder does notor by which the property of such Stockholder is bound or affected, or (ii) conflict with or result in any breach of or constitute a default under any contract or agreement to which such Stockholder is a party or by which such Stockholder or such Stockholder's property is bound or affected, which conflict, violation, breach or default would materially impair or materially interfere with such Stockholder's ability to perform its obligations under this Agreement. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor not require any authorization, consent or approval of, or filing withother action by any Person under, any Governmental Entityprovision of any agreement, except in each case for filings with the SEC contract or other instrument binding on such Stockholder. (d) The shares of Acquiror Common Stock reflected on Schedule A as being owned by such Stockholder are the only shares of voting stock Capital Stock of Acquiror or as would not impact any other voting interests in Acquiror owned beneficially or of record by such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement , and except as set forth in any material respect, (f) as of the date of this AgreementSchedule A, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company options, warrants or rights to purchase acquire shares of any class of capital stock of Acquiror or acquire any other voting interests in Acquiror. Such Stockholder has the sole power respecting voting and transfer of such securitiesStockholder's shares of Capital Stock. Except as set forth on Schedule 3(d) hereto, (g) as of the date of this Agreement, shares and certificates representing such shares held by such Stockholder beneficially ownsare owned as indicated on Schedule A by such Stockholder, and has good and valid title to, the Existing Shares free and clear of any proxyall liens, claims, security interests, proxies, options, warrants or other rights, voting restrictiontrusts or agreements, adverse claim understandings or arrangements or any other Encumbrances whatsoever, except for any such Encumbrances or proxies arising hereunder. (e) No investment banker, broker, finder or other Encumbrance (other than intermediary is entitled to a fee or commission in respect of this Agreement based upon any restrictions created arrangement or agreement made by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge on behalf of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to Parent and Purchaser as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Each Stockholder has full legal right all necessary power and capacity authority to execute and deliver this Agreement, to perform Stockholder’s its obligations hereunder and to consummate the transactions contemplated hereby, . (cb) (i) this This Agreement has been duly executed and delivered by such Stockholder each Stockholder, and (ii) if such Stockholder is an entityassuming the due authorization, the execution, execution and delivery and performance of this Agreement by such Stockholder Parent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyPurchaser, (d) this Agreement constitutes the valid and legally binding agreement obligation of such Stockholder, each Stockholder enforceable against such each Stockholder in accordance with its terms, except as such enforceability (i) may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or laws relating to creditors’ ' rights generally; and general principles of equity. (c) The Shares are the only voting securities of the Company owned (beneficially or of record) by each Stockholder and are owned free and clear of all liens, charges, encumbrances, restrictions and commitments of any kind other than (i) shares pledged as margin stock and (ii) shares that were granted pursuant to restricted share awards and have not yet vested. Each Stockholder has not appointed or granted any irrevocable proxy, which appointment or grant is subject still effective, with respect to general principles of equity, the Shares. (ed) the The execution and delivery of this Agreement by such each Stockholder does notnot (i) conflict with or violate any agreement, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will notorder, judgment or decision or other instrument binding upon him, nor require any consent, notification, regulatory filing or approval, (ii) to such Stockholder's knowledge, conflict with or violate any Applicable Legal Requirements law, rule or agreement binding upon regulation or (ii) 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 result in the creation of a lien or encumbrance on any of the Shares owned by each Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC Shares owned by such Stockholder are bound or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, affected. (f) as of the date of this Agreement, such Each Stockholder is the record owner of not engaged in any activities, discussions or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company negotiations with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinAcquisition Proposal.

Representations and Warranties of Each Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent Acquiror as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Such Stockholder has full the legal right capacity and capacity all other power and authority necessary to execute and deliver enter into this Agreement, to perform Stockholder’s the obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder Acquiror, Merger Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyparties hereto, (d) this Agreement constitutes the a legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or laws of general applicability relating to creditors’ or affecting creditor's rights generally; generally and (ii) is subject to by the application of general principles of equity, . (eb) the The execution and delivery of this Agreement by and the consummation of the transactions herein contemplated will not (i) to the knowledge of such Stockholder, conflict with or violate any law, regulation, court order, judgment or decree applicable to such Stockholder does notor by which the property of such Stockholder is bound or affected, or (ii) conflict with or result in any breach of or constitute a default under any contract or agreement to which such Stockholder is a party or by which such Stockholder or such Stockholder's property is bound or affected, which conflict, violation, breach or default would materially impair or materially interfere with such Stockholder's ability to perform its obligations under this Agreement. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor not require any authorization, consent or approval of, or filing withother action by any Person under, any Governmental Entityprovision of any agreement, except in each case for filings with the SEC by such Stockholder contract or as would not impact other instrument binding on such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, . (fd) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other The shares of Company Common Stock or other securities reflected on Schedule A as ---------- being owned by such Stockholder are the only shares of voting Capital Stock of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, other voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of interests in the Company with respect to the trading owned beneficially or of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.record

Representations and Warranties of Each Stockholder. Each Stockholder jointly and severally hereby represents and warrants to Parent and Merger Sub, on behalf of itself and each other Stockholder, as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such The Stockholder has full legal right all requisite power and capacity authority to execute and deliver this Agreement, Agreement and to perform the Stockholder’s obligations hereunder under this Agreement. The execution, delivery and to consummate performance of this Agreement have been duly authorized by the transactions contemplated hereby, (c) (i) this Stockholder. This Agreement has been duly executed and delivered by such the Stockholder and (ii) if such Stockholder is an entityand, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) assuming this Agreement constitutes the a valid and binding agreement obligation of such StockholderParent and Merger Sub, constitutes a valid and binding obligation of the Stockholder enforceable against such the Stockholder in accordance with its terms, except as such enforceability subject to (i) may be limited by applicable laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The failure of the spouse, if any, of the Stockholder to be a party or signatory to this Agreement shall not (x) prevent the Stockholder from performing the Stockholder’s obligations contemplated hereunder or (y) prevent this Agreement from constituting the legal, valid and binding obligation of the Stockholder in accordance with its terms. (b) The Securities and the certificates (or any book-entry notations used to represent any uncertificated shares of Company Common Stock) representing the Securities are now, and at all times during the term hereof will be, held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, and the Stockholder has valid title to the Securities, free and clear of any Encumbrances (including voting trusts and voting commitments), except as would not limit the Stockholder’s ability to vote (or cause to be voted) the Securities in the manner provided herein and except as provided by this Agreement. As of the date of this Agreement, the Stockholder (i) is the record and/or beneficial owner of the Securities set forth on Exhibit A hereto and (ii) does not own of record or beneficially any Securities, other than the Securities set forth on Exhibit A hereto. The Stockholder has full power to vote (or cause to be voted) the Securities as provided herein. Neither the Stockholder nor any of the Securities is subject to general principles any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting or disposition of equitythe Securities. (i) No filing with, (e) and no permit, authorization, consent or approval of any state, federal or foreign governmental authority is necessary on the part of the Stockholder for the execution and delivery of this Agreement by such the Stockholder does not, and the consummation performance by the Stockholder of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement and (ii) neither the execution and delivery of this Agreement by the Stockholder nor the performance by the Stockholder of the Stockholder’s obligations under this Agreement nor compliance by the Stockholder with any of the provisions hereof shall (x) result in the creation of an Encumbrance on any material respectof the Securities or (y) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Stockholder or any of the Securities, except in the case of (fx) as or (y) for violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder to perform its obligations hereunder. (d) As of the date of this Agreementhereof, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such the Stockholder, threatened against or affecting, such Stockholder affecting the Stockholder’s and/or any of its Affiliates before or by any Governmental Body that would reasonably be expected to prevent, impair, materially delay or materially adversely affect impair the ability of such the Stockholder to perform such Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby on in a timely basis. Such manner. (e) The Stockholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinAgreement.

Representations and Warranties of Each Stockholder. Each Except as specifically set forth in the disclosure schedule delivered to CBI by such Stockholder on the date hereof, each Stockholder hereby, severally and not jointly, represents and warrants to Parent CBI as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Organization; Authority; Execution and Delivery; Enforceability. Such Stockholder has full legal right all requisite power and capacity authority to execute and deliver enter into this Agreement, to perform Stockholder’s obligations hereunder Agreement and to consummate the transactions contemplated hereby, (c) (i) this Agreement has been duly executed and delivered by such Stockholder and (ii) if . To the extent that such Stockholder is an entityentity other than an individual, such Stockholder is duly organized, validly existing and in good standing under the execution, laws of its jurisdiction of organization. The execution and delivery and performance of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary actions action on the part of such Stockholder Stockholder. This Agreement has been duly executed and no other company or other legal entity actions or proceedings on the part of delivered by such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyand, (d) this Agreement assuming due authorization, execution and delivery by CBI, constitutes the a legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the . The execution and delivery by such Stockholder of this Agreement by such Stockholder does do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof hereof, will not, conflict with, or result in any violation of, or default (with or violate without notice or lapse of time or both) under, or give rise to a right of termination, cancelation or acceleration of any Applicable Legal Requirements obligation or loss of a benefit under, or result in the creation of any Lien on any properties or assets of such Stockholder under, (i) any provision of any certificate of incorporation or by-laws or partnership agreement binding upon or the comparable organizational documents applicable to such Stockholder, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization (a "Contract") to which such Stockholder is a party or by which any of the properties or assets of such Stockholder are bound or (iii) subject to the filings and other matters referred to in the following sentence of this Section 1(a), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or the Existing Shares, nor require any authorization, consent its properties or approval of, or filing with, any Governmental Entityassets, except in the case of each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, of clauses (fii) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (hiii), as is not materially likely to (x) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect impair the ability of such Stockholder to perform such Stockholder’s its obligations hereunder under this Agreement or to consummate (y) prevent or materially delay the consummation of the transactions contemplated hereby on a timely basisby this Agreement. Such No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to such Stockholder understands and acknowledges that Parent is entering into in connection with the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby, except for such filings under the Exchange Act as may be required in connection with this Agreement and the representations, warranties, covenants transactions contemplated hereby and other agreements except those which are not materially likely to (x) impair the ability of such Stockholder contained hereinto perform its obligations under this Agreement or (y) prevent or materially delay the consummation of the transactions contemplated by this Agreement. No trust of which such Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby, except for such consents which have been obtained prior to the date hereof.

Representations and Warranties of Each Stockholder. Each Except as set forth on Exhibit A hereto each Stockholder hereby represents and warrants warrants, severally and not jointly and only with respect to Parent itself, to Purchaser as follows as follows: (a) Such Stockholder 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 Stockholder on the date hereof. Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2, 3 and 5 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: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, . (b) such Such Stockholder has full legal right the power and capacity authority to execute enter into and deliver this Agreement, to perform all of such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) under this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entityconstitutes a legal, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency and other similar Laws laws affecting or relating to creditors’ rights generally; generally and (ii) is subject to by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is a 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 Stockholder of the transactions contemplated hereby. (ec) Except for filings under the HSR Act and the Exchange Act (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery of this Agreement by such Stockholder does notStockholder, and the consummation by such Stockholder of the transactions contemplated hereby and the compliance by such Stockholder with the provisions hereof will notand (ii) none of the execution and delivery of this Agreement by such Stockholder, conflict with or violate any Applicable Legal Requirements or agreement binding upon the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entityprovisions hereof, except in each case for filings with the SEC by such Stockholder cases in which any conflict, breach, default or as violation described below would not impact such Stockholder’s ability to perform or comply interfere with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder, shall (A) conflict with or result in any breach of any organizational documents applicable to such Stockholder, (B) result in a violation or breach of, or constitute (with or without notice or lapse of xxx e 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, stockholders agreement or voting trust, to which such Stockholder 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 Stockholder or any of its properties or assets. (d) Except as permitted by this Agreement, the Existing Shares beneficially owned by such Stockholder and the certificates representing such shares are now, and at all times during the term hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, 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 Stockholder 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 basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon behalf of such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent the Company as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Such Stockholder has full the legal right capacity and capacity all other power and authority necessary to execute and deliver enter into this Agreement, to perform Stockholder’s the obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder the Company and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyparties hereto, (d) this Agreement constitutes the a legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or laws of general applicability relating to creditors’ or affecting creditor's rights generally; generally and (ii) is subject to by the application of general principles of equity, . (eb) the The execution and delivery of this Agreement by and the consummation of the transactions herein contemplated will not (i) to the knowledge of such Stockholder, conflict with or violate any law, regulation, court order, judgment or decree applicable to such Stockholder does notor by which the property of such Stockholder is bound or affected, or (ii) conflict with or result in any breach of or constitute a default under any contract or agreement to which such Stockholder is a party or by which such Stockholder or such Stockholder's property is bound or affected, which conflict, violation, breach or default would materially impair or materially interfere with such Stockholder's ability to perform its obligations under this Agreement. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor not require any authorization, consent or approval of, or filing withother action by any Person under, any Governmental Entityprovision of any agreement, except in each case for filings with the SEC contract or other instrument binding on such Stockholder. (d) The shares of Acquiror Common Stock reflected on Schedule A as ---------- being owned by such Stockholder are the only shares of voting stock Capital Stock of Acquiror or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares voting interests in Acquiror owned beneficially or of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created record by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affectingand except as set forth in Schedule A, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.----------

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to Parent as follows as of the date of this Agreement: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (cb) (i) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (dc) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (ed) the execution and delivery of this Agreement by such Stockholder 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 Legal Requirements Laws or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental EntityAuthority, except in each case for filings with the SEC Securities and Exchange Commission by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s its, his or her obligations under this Agreement in any material respect, (fe) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securitiesConvertible Preferred Stock, and (gf) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance Lien (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or Laws, pursuant to any written policies of the Company with respect to the trading of securities in connection with ixxxxxx xxxxxxx xxxxxxx restrictions restrictions, pursuant to the terms of a Rule 10b5-1 trading plan in effect as of the date of this Agreement and “made available” (as such term is used in the Merger Agreement) to Parent prior to the date of this Agreement, under applicable Laws pertaining to community property, or under the terms of any trust in effect as of the date of this Agreement (but none of the terms of any such trust will impede, restrict, delay or preclude performance by such Stockholder of, or compliance by such Stockholder with, its obligations under this Agreement) (collectively, the “Permitted Existing Liens”)) and, subject to the Permitted Existing Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Existing Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s its, his or her Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinStockholders.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to Parent Stereotaxis as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (bi) such Stockholder has full legal right right, power and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (iii) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions action on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (diii) assuming due execution by Stereotaxis, this Agreement constitutes the legal, valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, terms (except as such to the extent that enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other reorganization or similar Laws affecting or relating to the enforcement of creditors’ rights generally; and (ii) is subject to generally or by general principles of equity); provided that if such Stockholder 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 Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms; (eb) the execution and delivery of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, to the Stockholder’s knowledge, conflict with or violate any Applicable Legal Requirements applicable Law or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s its obligations under this Agreement in any material respect, ; (fc) as of the date of this Agreement, (i) such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and/or the NewCo Shares set forth on Schedule A hereto, and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (gii) as of the date of this Agreement, such Stockholder beneficially (A) owns, beneficially and has good and valid title toof record, the Existing or controls all of such Shares and/or NewCo Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance Lien (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions laws), (collectively, “Permitted Liens”)B) and, subject to the Permitted Liens, has sole voting power, sole power with respect of disposition, sole power to the Existing Shares demand dissenters’ rights and sole power to agree to all of disposition the matters set forth in this Agreement, each with respect to all of such Stockholder’s Shares and/or the Existing NewCo Shares, and(C) does not own, subject to of record or beneficially, any shares of capital stock of the Permitted LiensCompany other than the Shares set forth on Schedule A hereto, and (D) no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing such Shares and/or NewCo Shares; provided provided, however, that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing its Shares with each other Stockholders Stockholder; (d) as of the date hereof, Stockholder does not own any options or other equity-based awards of the Company or NewCo, warrants and other rights to acquire, directly or indirectly, shares of the Company Common Stock or Company Series A Preferred Stock (hcollectively, the “Company Stock Options and Other Rights”); and (e) there is no Legal Proceeding pending against, oras of the date hereof, to the knowledge of such Stockholder, there is no action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) (each, an “Action”) pending or threatened against or affecting, such Stockholder that before or by any Governmental Entity, except, as would not reasonably be expected expected, either individually or in the aggregate, to prevent, impair, materially delay or materially adversely affect impair the ability of such Stockholder to perform such Stockholder’s its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants warrants, severally and not jointly, to Parent the Company as follows as follows: (a) Such Stockholder owns individually and beneficially the Shares set forth opposite such Stockholder’s name on Schedule I. Such Shares constitute all of the shares owned individually and beneficially by such Stockholder on the date hereof. Such Stockholder 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: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, . (b) such Such Stockholder has full legal right the power and capacity authority to execute enter into and deliver this Agreement, to perform all of such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) under this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entityconstitutes a legal, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except in each case as such enforceability (i) enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, whether applied in a court of law or a court of equity, and 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 Stockholder is a 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 Stockholder of the transactions contemplated thereby. (ei) Except as may be required under applicable securities laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by such Stockholder does notStockholder, and the consummation by such Stockholder of the transactions contemplated hereby and the compliance by such Stockholder with the provisions hereof will notand (ii) none of the execution and delivery of this Agreement by such Stockholder, conflict with or violate any Applicable Legal Requirements or agreement binding upon the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entityprovisions hereof, except in each case for filings with the SEC by such Stockholder cases in which any conflict, breach, default or as violation described below would not impact such Stockholder’s ability to perform or comply interfere with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder hereunder, shall (A) conflict with or result in any breach of any organizational documents applicable to consummate such Stockholder, (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 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, stockholders agreement or voting trust, to which such Stockholder is a timely basis. Such party or by which such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon or any of such Stockholder’s execution and delivery properties or assets may be bound or (C) violate any Order or Law applicable to such Stockholder or any of such Stockholder’s properties or assets. (d) Except as permitted by this Agreement Agreement, the Shares beneficially owned by such Stockholder and the representationscertificates representing such Shares are now, warrantiesand at all times during the term hereof will be, covenants and other agreements held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, 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 Liens granted to M&I Xxxxxxxx & Xxxxxx Bank in connection with loans made to such Stockholder contained hereinto acquire some or all of the Shares.

Representations and Warranties of Each Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent Acquiror as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Such Stockholder has full the legal right capacity and capacity all other power and authority necessary to execute and deliver enter into this Agreement, to perform Stockholder’s the obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder Acquiror, Merger Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyparties hereto, (d) this Agreement constitutes the a legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or laws of general applicability relating to creditors’ or affecting creditor's rights generally; generally and (ii) is subject to by the application of general principles of equity, . (eb) the The execution and delivery of this Agreement by and the consummation of the transactions herein contemplated will not to the knowledge of such Stockholder does not(i) conflict with or violate any law, regulation, court order, judgment or decree applicable to such Stockholder or by which the property of such Stockholder is bound or affected, or (ii) conflict with or result in any breach of or constitute a default under any contract or agreement to which such Stockholder is a party or by which such Stockholder or such Stockholder's property is bound or affected, which conflict, violation, breach or default would materially impair or materially interfere with such Stockholder's ability to perform its obligations under this Agreement. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor not require any authorization, consent or approval of, or filing withother action by any Person under, any Governmental Entityprovision of any agreement, except in each case for filings with the SEC by such Stockholder contract or as would not impact other instrument binding on such Stockholder’s ability . (d) There are no proxies, voting agreements or other similar arrangements with respect to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created owned by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect except for the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinvoting agreement arising hereunder.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants warrants, severally and not jointly, to Parent the Company as follows as follows: (a) Such Stockholder owns individually and beneficially the Shares set forth opposite such Stockholder’s name on Schedule I. Such Shares constitute all of the shares owned individually and beneficially by such Stockholder on the date hereof. Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 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: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, . (b) such Such Stockholder has full legal right the power and capacity authority to execute enter into and deliver this Agreement, to perform all of such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) under this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entityconstitutes a legal, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except in each case as such enforceability (i) enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, whether applied in a court of law or a court of equity, and 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 Stockholder is a 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 Stockholder of the transactions contemplated thereby. (ei) Except as may be required under applicable securities laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by such Stockholder does notStockholder, and the consummation by such Stockholder of the transactions contemplated hereby and the compliance by such Stockholder with the provisions hereof will notand (iv) none of the execution and delivery of this Agreement by such Stockholder, conflict with or violate any Applicable Legal Requirements or agreement binding upon the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entityprovisions hereof, except in each case for filings with the SEC by such Stockholder cases in which any conflict, breach, default or as violation described below would not impact such Stockholder’s ability to perform or comply interfere with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder hereunder, shall () conflict with or result in any breach of any organizational documents applicable to consummate such Stockholder, () 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 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, stockholders agreement or voting trust, to which such Stockholder is a timely basis. Such party or by which such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon or any of such Stockholder’s execution and delivery properties or assets may be bound or () violate any Order or Law applicable to such Stockholder or any of such Stockholder’s properties or assets. (d) Except as permitted by this Agreement Agreement, the Shares beneficially owned by such Stockholder and the representationscertificates representing such Shares are now, warrantiesand at all times during the term hereof will be, covenants and other agreements held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder contained hereinStockholder, 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 Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent King as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Such Stockholder has full the legal right capacity and capacity all other power and authority necessary to execute and deliver enter into this Agreement, to perform Stockholder’s the obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by King, Merger Sub and the other parties hereto, constitutes a legal, valid and binding obligation of such Stockholder, enforceable in accordance with its terms, 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 application of general principles of equity. (b) The execution and delivery of this Agreement by such Stockholder and the consummation of the transactions herein contemplated by such Stockholder will not (i) to the knowledge of such Stockholder, conflict with or violate any law, regulation, court order, judgment or decree applicable to such Stockholder or by which the property of such Stockholder is bound or affected, or (ii) if conflict with or result in any breach of or constitute a default under any contract or agreement to which such Stockholder is an entitya party or by which such Stockholder or such Stockholder's property is bound or affected, which conflict, violation, breach or default would adversely affect such Stockholder's ability to perform the execution, obligations of this Agreement. (c) The execution and delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder do not and no other company will not require any consent or other legal entity actions action by any Person under, any provision of any agreement, contract or proceedings other instrument binding on the part such Stockholder. (d) The shares of Jonex Xxxmon Stock reflected on Schedule A as being owned by such Stockholder are necessary the only shares of voting Capital Stock of Jonex xx any other voting interests in Jonex xxxed beneficially or of record by such Stockholder, and except as set forth in Schedule A, such Stockholder does not own any other options, warrants or rights to authorize this Agreement or to consummate acquire shares of any class of capital stock of Jonex xx any other voting interests in Jonex. Xxch Stockholder has the transactions contemplated hereby, (d) this Agreement constitutes the valid sole power respecting voting and binding agreement transfer of such Stockholder, enforceable against 's shares of Capital Stock. The shares and certificates representing such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the execution and delivery of this Agreement shares held by such Stockholder does notare now, and at all times during the consummation of the transactions contemplated hereby and the compliance with the provisions term hereof will notbe, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC owned as indicated on Schedule A by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxyall liens, claims, security interests, proxies, options, warrants or other rights, voting restrictiontrusts or agreements, adverse claim understandings or arrangements or any other Encumbrances whatsoever, except for any such Encumbrances or proxies arising under this Agreement. (e) No investment banker, broker, finder or other Encumbrance (other than intermediary is entitled to a fee or commission in respect of this Agreement based upon any restrictions created arrangement or agreement made by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge on behalf of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants to, and agrees with, the Company and the other Stockholders that the following statements are true: (a) Such Stockholder is fully aware that the offering and sale of Shares in the Company have not been and will not be registered under the Securities Act and are being made in reliance upon federal and state exemptions for transactions not involving a public offering. In furtherance thereof, such Stockholder represents and warrants that it is either (i) an “accredited investor” (as defined in Regulation D under the Securities Act), and if such Stockholder is subject to Parent as follows as of any look-through rules pursuant to the date of this Agreement: (a) if applicableSecurities Act, such Stockholder is a legal entity duly organized, validly existing and, to represents that each beneficial owner of such Stockholder within the extent such concept is applicable, in good standing meaning of Rule 501 of Regulation D promulgated under the Applicable Legal Requirements of Securities Act) is an “accredited investor” (as defined in Regulation D under the jurisdiction of its organizationSecurities Act), or (ii) an Employee Stockholder. (b) such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform Such Stockholder’s obligations hereunder Shares in the Company are being acquired for its own account solely for investment and not with a view to consummate the transactions contemplated hereby, resale or distribution thereof. (c) (i) this Agreement Such Stockholder’s financial condition is such that such Stockholder can afford to bear the economic risk of holding its Shares for an indefinite period of time, (ii) such Stockholder can afford to suffer a complete loss of such Stockholder’s investment in its Shares, (iii) such Stockholder understands and has taken cognizance of all risk factors related to the purchase of its Shares and (iv) such Stockholder’s knowledge and experience in financial and business matters are such that such Stockholder is capable of evaluating the merits and risks of purchasing its Shares. (d) Such Stockholder has been duly executed given the opportunity to (i) ask questions of, and delivered by such Stockholder receive answers from, the Company concerning the terms and conditions of the offering of Shares and other matters pertaining to an investment in the Company and (ii) if obtain any additional information which the Company can acquire without unreasonable effort or expense that is necessary to evaluate the merits and risks of an investment in the Company. In considering its investment in the Company, such Stockholder has not relied upon any representations made by, or other information (whether oral or written) furnished by or on behalf of, the Company or any Director, officer, employee, agent or Affiliate of such Persons, other than as expressly set forth in this Agreement. Such Stockholder has carefully considered and has, to the extent it believes such discussion necessary, discussed with legal, tax, accounting and financial advisers the suitability of an investment in the Company in light of its particular tax and financial situation, and has determined that an investment in the Company is a suitable investment for it. (e) Such Stockholder is not an ERISA Stockholder or, if it has disclosed to the Company in writing that it is an entityERISA Stockholder, then (i) it has been informed of and understands the investment objectives and policies of, and the investment strategies that may be pursued by, the Company; (ii) it is aware of and not in violation of the provisions of Section 404 of ERISA relating to fiduciary duties, including the requirement for diversifying the investments of an employee benefit plan subject to ERISA; (iii) it has given appropriate consideration to the facts and circumstances relevant to its investment in the Company and its acquisition and holding of its Shares and has determined that such investment, acquisition and holding is reasonably designed, as part of such ERISA Stockholder’s portfolio of investments, to further the purposes of the relevant plan(s); (iv) its investment in the Company and its acquisition and holding of its Shares is consistent with the requirements of Section 404 of ERISA; (v) it understands that current income will not be a primary objective of the Company; (vi) no portion of the assets used by it to invest in the Company or acquire and hold its Shares constitutes assets of any employee benefit plan; (vii) its investment in the Company and acquisition and holding of its Shares is not and will not constitute a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code; (viii) its investment in the Company and acquisition and holding of its Shares is permissible under the documents governing the investment of its plan assets and under ERISA and Section 4975 of the Code; and (ix) it is not relying and has not relied on the Company, any Director, any Stockholder or any of their respective Affiliates for any evaluation or other investment advice in respect of the advisability of an investment in the Company or the acquisition and holding of its Shares. (f) Such Stockholder, if it is not an individual, is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation and the execution, delivery and performance by it of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have is within its powers, has been duly authorized by all necessary actions corporate or other action on the part its behalf, requires no action by or in respect of, or filing with, any governmental body, agency or official, and does not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of its certificate of incorporation or other comparable organizational documents or any agreement, judgment, injunction, order, decree or other instrument to which such Stockholder and no other company is a party or other legal entity actions or proceedings on the part of by which such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this any of its properties is bound. This Agreement constitutes the a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms. (g) If such Stockholder is an individual, except as the execution, delivery and performance by such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the execution and delivery Stockholder of this Agreement is within such Stockholder’s legal right, power and capacity, requires no action by such Stockholder 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 Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval in respect of, or filing with, any Governmental Entitygovernmental body, except in each case for filings with the SEC agency, or official, and does not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument to which such Stockholder is a party or by which such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power his or her properties is bound. This Agreement constitutes a valid and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge binding agreement of such Stockholder, threatened enforceable against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinaccordance with its terms.

Representations and Warranties of Each Stockholder. Each Stockholder Stockholder, as to itself and no other Stockholder, hereby represents and warrants to Parent Purchaser as follows as follows: (a) The Stockholder is the record and beneficial owner of the Existing Shares set forth opposite its name on Schedule I. The Existing Shares constitute all of the Shares owned of record or beneficially owned by the Stockholder on the date hereof. The Stockholder 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 the Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, . (b) such The Stockholder has full legal right the power and capacity authority to execute enter into and deliver perform all of the Stockholder's obligations under this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly and validly executed and delivered by such the Stockholder and (ii) if such Stockholder is an entityconstitutes a legal, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such the Stockholder, enforceable against such the Stockholder in accordance with its terms. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee, except as such enforceability 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 the Stockholder of the transactions contemplated hereby. (c) Except for filings under the HSR Act and the Exchange Act (i) may be limited by applicable bankruptcyno filing with, insolvencyand no permit, reorganizationauthorization, moratorium and other similar Laws affecting consent or relating to creditors’ rights generally; and (ii) approval of, any Governmental Entity is subject to general principles of equity, (e) necessary for the execution and delivery of this Agreement by the Stockholder, the consummation by such Stockholder does not, and the consummation of the transactions contemplated hereby and the compliance by the Stockholder with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, and (fii) as none of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement by the Stockholder, the consummation by the Stockholder of the transactions contemplated hereby or compliance by the Stockholder with any of the provisions hereof, shall (A) conflict with or result in any breach of any organizational documents applicable to the Stockholder, (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 the Stockholder 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 the Stockholder or any of its properties or assets. (d) Except as permitted by this Agreement, the Existing Shares beneficially owned by the Stockholder and the representationscertificates representing such shares are now, warrantiesand at all times during the term hereof will be, covenants held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, proxies, voting trusts or agreements, understandings or arrangements or any other agreements rights whatsoever, except for any such liens or proxies arising hereunder. The transfer by the Stockholder of such the Stockholder contained hereinShares to Purchaser in the Offer or hereunder shall pass to and unconditionally vest in Purchaser good and valid title to all Stockholder 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 behalf of the Stockholder.

Representations and Warranties of Each Stockholder. Each Except as set forth on Exhibit A hereto each Stockholder hereby represents and warrants warrants, severally and not jointly and only with respect to Parent itself, to Purchaser as follows as follows: (a) Such Stockholder 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 Stockholder on the date hereof. Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2, 3 and 5 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: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, . (b) such Such Stockholder has full legal right the power and capacity authority to execute enter into and deliver perform all of such Stockholder's obligations under this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly and validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entityconstitutes a legal, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency and other similar Laws laws affecting or relating to creditors’ ' rights generally; generally and (ii) is subject to by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is a 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 Stockholder of the transactions contemplated hereby. (ec) Except for filings under the HSR Act and the Exchange Act (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery of this Agreement by such Stockholder does notStockholder, and the consummation by such Stockholder of the transactions contemplated hereby and the compliance by such Stockholder with the provisions hereof will notand (ii) none of the execution and delivery of this Agreement by such Stockholder, conflict with or violate any Applicable Legal Requirements or agreement binding upon the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entityprovisions hereof, except in each case for filings with the SEC by such Stockholder cases in which any conflict, breach, default or as violation described below would not impact such Stockholder’s ability to perform or comply interfere with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s 's obligations hereunder, shall (A) conflict with or result in any breach of any organizational documents applicable to such Stockholder, (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, stockholders agreement or voting trust, to which such Stockholder 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 Stockholder or any of its properties or assets. (d) Except as permitted by this Agreement, the Existing Shares beneficially owned by such Stockholder and the certificates representing such shares are now, and at all times during the term hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, 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 Stockholder 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 basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon behalf of such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each (a) Stockholder represents and warrants to Parent as follows Premier LP, as of the date hereof, and as of this Agreement: the Effective Date that (ai) if applicable, such Stockholder is a legal entity duly incorporated or organized, validly existing and, to the extent such concept is applicable, and in good standing under the Applicable Legal Requirements laws of the jurisdiction of its organization, (b) such Stockholder incorporation or organization and has full legal right all necessary power and capacity authority to execute enter into this Agreement and deliver to carry out the transactions contemplated by this Agreement, without the consent, waiver, approval or authorization of, or filing with, any other person, entity or governmental authority or under any applicable law, and has taken all actions necessary in order to execute, deliver and perform Stockholder’s obligations hereunder this Agreement and to consummate the transactions contemplated herebyby this Agreement, (c) (iii) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability terms (i) may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting or laws of general applicability relating to or affecting creditors’ rights generally; and (ii) is subject to general principles of equity, equity principles); (eiii) neither the execution and delivery of this Agreement by such Stockholder does not, and nor the consummation of the transactions contemplated hereby and herein (including the compliance with the provisions hereof will not, conflict Reorganization) conflicts with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except results in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition a breach of any of the Existing Sharesterms, conditions or provisions of the organizational documents of Stockholder, any agreement or instrument to which Stockholder is a party or by which the material assets of Stockholder are bound, or constitutes a default under any of the foregoing; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (hiv) there is are no Legal Proceeding pending againstactions, suits or proceedings pending, or, to the knowledge of such Stockholder, threatened against or affectingaffecting Stockholder or Stockholder’s assets in any court or before or by any federal, such Stockholder that state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would reasonably be expected to prevent, impair, materially delay or materially adversely affect impair the ability of such Stockholder to perform such Stockholder’s obligations hereunder under this Agreement; and (v) the performance of this Agreement will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to consummate which Stockholder is subject. (b) Stockholder (i) is solvent with assets of a value that exceeds the amounts of its liabilities, (ii) is able to meet its debts as they mature, and (iii) in its reasonable opinion, has adequate capital to conduct the businesses in which it is engaged. (c) Stockholder represents and warrants to Premier LP, as of the Effective Date, that (i) Stockholder has good, valid and marketable title to the Premier, Inc. Common Stock to be contributed to Premier LP pursuant to Article 1 hereof and has the power and authority to transfer, sell, assign and convey to Premier LP such Premier, Inc. Common Stock, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement, and (ii) the number of shares of Premier, Inc. Common Stock set forth on Schedule A hereto constitutes all of the Premier, Inc. Common Stock owned by Stockholder. (d) All Premier LP Class B Common Units acquired by or for Stockholder are and will be acquired solely for Stockholder’s own account for investment purposes only and not with a present view toward the distribution thereof or with any present intention of distributing or reselling any such Premier LP Class B Common Units in violation of the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. Irrespective of any other provisions of this Agreement, any sale of any of the Premier LP Class B Common Units acquired by Stockholder will be made only in compliance with all applicable federal and state securities laws, including the Securities Act. (e) Stockholder is aware of the need to conduct its own investigation of the Premier LP Class B Common Units and has had the opportunity to ask questions and receive answers concerning the Premier LP Class B Common Units acquired by or for Stockholder. Stockholder has had full access to such information and materials concerning Premier LP and its subsidiaries as Stockholder has requested. Premier LP has answered all inquiries that Stockholder has made to Premier LP relating to Premier LP and its subsidiaries or the Premier LP Class B Common Units acquired by such Stockholder. (f) Stockholder is able to fend for itself in the transactions contemplated hereby on a timely basisby this Agreement and has such knowledge and experience in financial and business matters such that Stockholder is capable of evaluating the merits and risks of an investment in the Premier LP Class B Common Units and of making an informed investment decision with respect thereto, or has consulted with advisors who possess such knowledge and experience. (g) Stockholder is able to bear the economic risk of its investment in the Premier LP Class B Common Units for an indefinite period of time. Such Stockholder understands that the Premier LP Class B Common Units have not been registered under the Securities Act and acknowledges therefore cannot be sold unless subsequently registered under the Securities Act or unless an exemption from such registration is available. (h) Premier LP is relying upon the truth and accuracy of the representations, warranties and acknowledgements of Stockholder and Stockholder agrees that Parent is entering into if any of the Merger Agreement in reliance upon such Stockholder’s representations, warranties and acknowledgements deemed to have been made by Stockholder by its execution and delivery of this Agreement are no longer accurate, it shall promptly notify Premier LP. Stockholder consents to such reliance. (i) An investment in the Premier LP Class B Common Units involves risk. Stockholder acknowledges and agrees that Stockholder has reviewed and considered the representationsrisks and uncertainties described in the Private Placement Memorandum and Information Statement Regarding Reorganization of Premier, warrantiesInc. and Premier Purchasing Partners, covenants L.P. and Request for Execution of Consent, Power of Attorney and Reorganization Documents attached hereto and incorporated herein by reference and made a part hereof before making an investment decision with respect to the Premier LP Class B Common Units. The risk factors described therein are not the only ones that Premier LP faces or that may relate to an investment in the Premier LP Class B Common Units. Any of these risks, alone or in combination with other agreements risks, could result in a material and adverse impact upon the business, financial condition, results of operations, plans or prospects of Premier LP. In such case, the value of the Premier LP Class B Common Units could decline, and Stockholder contained hereincould lose part or all of its investment in Premier LP.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to Parent and Purchaser as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Each Stockholder has full legal right all necessary power and capacity authority to execute and deliver this Agreement, to perform Stockholder’s its obligations hereunder and to consummate the transactions contemplated hereby, . (cb) (i) this This Agreement has been duly executed and delivered by such Stockholder each Stockholder, and (ii) if such Stockholder is an entityassuming the due authorization, the execution, execution and delivery and performance of this Agreement by such Stockholder Parent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyPurchaser, (d) this Agreement constitutes the valid and legally binding agreement obligation of such Stockholder, each Stockholder enforceable against such each Stockholder in accordance with its terms, except as such enforceability (i) may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or laws relating to creditors’ ' rights generally; and general principles of equity. (c) The Shares are the only voting securities of the Company owned (beneficially or of record) by each Stockholder and are owned free and clear of all liens, charges, encumbrances, restrictions and commitments of any kind other than (i) shares pledged as margin stock and (ii) shares that were granted pursuant to restricted share awards and have not yet vested. Each Stockholder has not appointed or granted any irrevocable proxy, which appointment or grant is subject still effective, with respect to general principles of equity, the Shares. (ed) the The execution and delivery of this Agreement by such each Stockholder does notnot (i) conflict with or violate any agreement, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will notorder, judgment or decision or other instrument binding upon him, nor require any consent, notification, regulatory filing or approval, (ii) to such Stockholder's knowledge, conflict with or violate any Applicable Legal Requirements law, rule or agreement binding upon regulation or (ii) 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 result in the creation of a lien or encumbrance on any of the Shares owned by each Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC Shares owned by such Stockholder are bound or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinaffected.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants to Parent as follows as of the date of this Agreement: (a) if applicable, such follows: 8.1 Such Stockholder is a legal entity duly organized, validly existing and, and in good standing (to the extent such concept is applicable, in good standing ) under the Applicable Legal Requirements Laws of the its jurisdiction of its organization, (b) such . 8.2 Such Stockholder has full legal right all requisite corporate, limited liability or other organizational, as applicable, power and capacity authority to execute enter into this Agreement and deliver this Agreement, to perform Stockholder’s carry out its obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the . The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary actions on the part requisite corporate, limited liability or other organizational, as applicable, action of such Stockholder and no other company such corporate, limited liability or other legal entity actions or organizational, as applicable, proceedings on the part of such Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the consummation by such Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and, (d) assuming the due authorization, execution and delivery of this Agreement by Parent, constitutes the legal, valid and binding agreement obligation of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcythe Enforceability Limitations. 8.3 The execution, insolvency, reorganization, moratorium delivery and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the execution and delivery performance by such Stockholder of this Agreement and the consummation by such Stockholder does notof the transactions contemplated hereby, do not and will not (with or without notice or lapse of time or both) (a) conflict with or violate any provision of the consummation Charter Documents of such Stockholder, (b) conflict with or result in a violation of, or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated hereby and the compliance with the provisions hereof will notpursuant to, conflict with or violate exercise any Applicable Legal Requirements remedy or agreement binding upon obtain any relief under, any Law applicable to such Stockholder or the Existing Shares, nor require any authorization, consent of its assets or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as operation of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge business of such Stockholder, threatened against or affecting(c) result in the creation of a Lien upon any of the property or assets of such Stockholder, such Stockholder except, in the case of clause (b) or (c), for any breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably be expected to prevent, impair, materially delay or materially adversely affect impair the ability of such Stockholder to perform such Stockholder’s obligations hereunder under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Such by this Agreement. 8.4 No Consent, approval, Permit, Order, declaration or filing with or notice to, any Governmental Authority is required by or with respect to such Stockholder understands and acknowledges that Parent is entering into in connection with the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Each Stockholder has delivered to the Company a Company Written Consent (as defined in the Merger Agreement) that (a) is irrevocable and (b) has not been amended, rescinded or modified. 8.5 As of the representationsdate hereof, warranties(a) such Stockholder (x) is the Beneficial Owner and is the owner of record of all of the Shares set forth opposite such Stockholder’s name in the table set forth on Schedule 1 hereto, covenants free and clear of any and all Liens, other agreements than those created by this Agreement and applicable securities Laws, and (y) has sole voting power over and right to consent or give approval with respect to all of such Shares, and (b) neither such Stockholder nor any of its Affiliates is the Beneficial Owner or owner of record of any Shares, except for such Shares set forth opposite such Stockholder’s or any of its Affiliates’ names in the table set forth on Schedule 1 attached hereto. 8.6 Such Stockholder has not entered into, and is not a party to, any Voting Arrangement. 8.7 As of the date hereof, there is no Proceeding pending or, to the knowledge of such Stockholder, threatened (i) against such Stockholder or any of its Affiliates or affecting such Stockholder or any of its Affiliates’ properties or assets that is material to such Stockholder or its Affiliates and that, individually or in the aggregate, would reasonably be expected to impair the ability of such Stockholder contained hereinto perform such Stockholder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement or (ii) against such Stockholder or its Affiliates that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. 8.8 The Stockholder is not aware of any facts or circumstances or other reason why the consideration and proceeds received with respect to the First Merger might not represent fair market value or might represent less than reasonable equivalent value, in each case for the Shares held by the Stockholder to be cancelled in connection with the First Merger. To the knowledge of the Stockholder, the Merger Agreement has been negotiated on arms-length terms and the First Merger is being undertaken in good faith, and there are reasonable grounds for believing that the First Merger would benefit the Stockholder.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to Parent as follows as of the date of this Agreementfollows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, ; (c) (ib) this Agreement has been duly executed and delivered by such Stockholder and Stockholder; (iic) if such Stockholder is an entityindividual, he or she has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder, and if such Stockholder is not an individual, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions action on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, ; (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and other moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in law or relating to creditors’ rights generallyequity); and (ii) is subject to general principles of equity, (e) the execution and delivery of this Agreement by such Stockholder 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 Legal Requirements Laws or agreement binding upon such Stockholder or the Existing such Stockholder’s Subject Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC Securities and Exchange Commission by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s its obligations under this Agreement in any material respect, ; (f) as of the date of this Agreementhereof, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, Subject Shares; (g) as of the date of this Agreementhereof, such Stockholder beneficially owns, and has good and valid title to, owns the Existing Subject Shares (other than Subject Shares Transferred in accordance with Section 1.3) free and clear of any proxy, voting restriction, adverse claim or other Encumbrance Lien (other than (x) any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities Laws and similar considerations or (y) any restrictions in connection with the arrangements expressly described on Schedule A) and has complete and exclusive power, either individually or together with one or more other Stockholders, to directly or indirectly, (collectively, “Permitted Liens”)i) and, subject to issue (or cause the Permitted Liens, has sole voting power issuance of) instructions with respect to the Existing Shares matters set forth in Section 1.3 and sole power of disposition with respect to all of the Existing Shares, and, subject (ii) agree to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Sharesmatters set forth in this Agreement; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to other than the knowledge Subject Shares and any shares of such Stockholder, threatened against or affecting, Company Stock that are beneficially owned by such Stockholder that would reasonably be expected to preventin the form of Company Equity Awards (other than Company Restricted Stock Awards), impairor as set forth on Schedule A, materially delay or materially adversely affect as of the ability of date hereof such Stockholder does not own any shares of Company Stock or any options to perform such Stockholder’s obligations hereunder purchase or rights to consummate subscribe for or otherwise acquire any securities of the transactions contemplated hereby on a timely basis. Such Stockholder understands Company and acknowledges that Parent is entering into has no voting rights with respect to any securities of the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinCompany.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to Parent as follows as of the date of this Agreement: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (cb) (i) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (dc) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (ed) the execution and delivery of this Agreement by such Stockholder 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 Legal Requirements Laws or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental EntityAuthority, except in each case for filings with the SEC Securities and Exchange Commission by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s its, his or her obligations under this Agreement in any material respect, (fe) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securitiesConvertible Preferred Stock, and (gf) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance Lien (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, 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 ixxxxxx xxxxxxx xxxxxxx restrictions restrictions, (collectively, the “Permitted Existing Liens”)) and, subject to the Permitted Existing Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Existing Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s its, his or her Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinStockholders.

Representations and Warranties of Each Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent Acquiror as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Such Stockholder has full the legal right capacity and capacity all other power and authority necessary to execute and deliver enter into this Agreement, to perform Stockholder’s the obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and (ii) if such Stockholder is an entitydelivery by Acquiror, the execution, delivery and performance of this Agreement by such Stockholder Merger Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyparties hereto, (d) this Agreement constitutes the a legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or laws of general applicability relating to creditors’ or affecting creditor's rights generally; generally and (ii) is subject to by the application of general principles of equity, . (eb) the The execution and delivery of this Agreement by and the consummation of the transactions herein contemplated will not conflict with or violate any law, regulation, court order, judgment or decree applicable to such Stockholder does notor by which the property of such Stockholder is bound or affected, or conflict with or result in any breach of or constitute a default under any contract or agreement to which such Stockholder is a party or by which such Stockholder or such Stockholder's property is bound or affected, which conflict, violation, breach or default would adversely affect such Stockholder's ability to perform the obligations of this Agreement. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor not require any authorization, consent or approval of, or filing withother action by any Person under, any Governmental Entityprovision of any agreement, except in each case for filings with the SEC by such Stockholder contract or as would not impact other instrument binding on such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, . (fd) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other The shares of Company Common Stock or other securities reflected on Schedule A as being owned by such Stockholder are the only shares of voting Capital Stock of the Company or rights to purchase any other voting interests in the Company owned beneficially or acquire any of record by such securitiesStockholder, (g) and except as of the date of this Agreementset forth in Schedule A, such Stockholder beneficially ownsdoes not own any other options, warrants or rights to acquire shares of any class of capital stock of the Company or any other voting interests in the Company. Such Stockholder has the sole power respecting voting and transfer of such Stockholder's shares of Capital Stock. The shares and certificates representing such shares held by such Stockholder are now, and has good and valid title toat all times during the term hereof will be, the Existing Shares owned as indicated on Schedule A by such Stockholder, free and clear of any proxyall liens, claims, security interests, proxies, options, warrants or other rights, voting restrictiontrusts or agreements, adverse claim understandings or arrangements or any other Encumbrances whatsoever, except for any such Encumbrances or proxies arising under this Agreement. (e) No investment banker, broker, finder or other Encumbrance (other than intermediary is entitled to a fee or commission in respect of this Agreement based upon any restrictions created arrangement or agreement made by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge on behalf of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent as follows as of the date hereof in respect of this Agreement: himself, herself or itself as follows: (a) if applicableAuthority, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Execution and Delivery; Enforceability. The Stockholder has full legal right all requisite power and capacity authority to execute and deliver enter into this Agreement, to perform Stockholder’s obligations hereunder Agreement and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly authorized, executed and delivered by such the Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the legal, valid and binding agreement obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms. Except for the expiration or termination of the waiting periods under the HSR Act and informational filings with the SEC, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the execution and delivery by the Stockholder of this Agreement by such Stockholder does do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions terms hereof will not, (i) conflict with, or result in any violation of, or default (with or violate without notice or lapse of time or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the Subject Shares of the Stockholder under, any trust agreement, loan or credit agreement, bond, note, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding or instrument, (collectively, "Contracts") to which the Stockholder is a party or by which any of the Subject Shares of the Stockholder is bound or (ii) subject to the filings and other matters referred to in the next sentence, any provision of any judgment, order or decree (collectively, "Judgment") or any statute, law ordinance, rule or regulation (collectively, Applicable Legal Requirements Law") applicable to the Subject Shares of the Stockholder. No consent, approval, order or agreement binding upon such Stockholder or the Existing Sharesauthorization (collectively, nor require any authorization, consent or approval "Consent") of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity, except in each case for filings with the SEC Entity is required to be obtained or made by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities Stockholder in connection with xxxxxxx xxxxxxx restrictions the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (collectivelyi) compliance with and filings under the HSR Act, “Permitted Liens”)) and, subject if applicable to the Permitted LiensStockholder's receipt in the Merger of Parent Common Stock, has sole voting power with respect to the Existing Shares (ii) such reports under Sections 13(d) and sole power of disposition with respect to all 16 of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder Exchange Act as may be deemed to share voting power required in connection with this Agreement and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on and (iii) where the failure to obtain such Consent or action, or to make such registration, declaration or filing, could not prevent or delay the performance by the Stockholder of its obligations under this Agreement. If the Stockholder is a timely basisnatural person and is married, and the Stockholder's Subject Shares constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such spouse in accordance with its terms. Such No trust of which such Stockholder understands and acknowledges that Parent is entering into a trustee requires the Merger Agreement in reliance upon such Stockholder’s consent of any beneficiary to the execution and delivery of this Agreement and or to the representations, warranties, covenants and other agreements consummation of such Stockholder contained hereinthe transactions contemplated hereby.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants (severally and not jointly) to Parent and Acquisition Sub as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (bi) such Such Stockholder has full legal right right, power and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (iii) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions action on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (diii) this Agreement constitutes the legal, valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, terms (except as such to the extent that enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other reorganization or similar Laws affecting or relating to the enforcement of creditors’ rights generally; and (ii) is subject to generally or by general principles of equity); provided that if such Stockholder 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 Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms, as evidenced by return of an executed Spousal Consent substantially in the form attached hereto as Attachment I; (eb) the The execution and delivery of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) conflict with or violate any Applicable Legal Requirements applicable Law or agreement binding upon such Stockholder or the Existing Shares, nor (ii) require any authorization, consent or approval of, or filing with, any Governmental EntityAuthority, except in each case of clause (i) and (ii) hereof for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s its obligations under this Agreement in any material respect, ; (fc) as of the date of this Agreement, such (i) Such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not (ii) such Stockholder (A) owns, beneficially own any other shares and of Company Common Stock record, or other securities controls all of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim claim, or other Encumbrance Lien (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions Laws), (collectively, “Permitted Liens”)B) and, subject to the Permitted Liens, has sole voting power, sole power with respect of disposition, sole power to the Existing Shares demand dissenters’ rights and sole power to agree to all of disposition the matters set forth in this Agreement, each with respect to all of such Stockholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company other than the Existing SharesShares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and, subject to the Permitted Liens, and (D) no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with Shares; (d) As of the date hereof, Stockholder is the legal and beneficial owner of the number of Company Options, Company Restricted Stock Awards, restricted stock units (“RSUs”), Company Warrants and other Stockholders rights to acquire, directly or indirectly, shares of the Company Common Stock and Company Series B Preferred Stock set forth on Schedule A hereto (hcollectively, the “Company Options and Other Rights”); and (e) As of the date hereof, there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened in writing against or affecting, such Stockholder that before or by any Governmental Authority, except, as would not reasonably be expected expected, either individually or in the aggregate, to prevent, impair, materially delay or materially adversely affect impair the ability of such Stockholder to perform such Stockholder’s its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent . (f) No broker, finder, financial advisor, investment banker or other Person is entering into entitled to any brokerage, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger Agreement in reliance transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants to Parent the Company as follows to itself as follows: a. The Stockholder is the only beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Agreement and Permitted Liens. As of the date hereof, other than the Owned Shares, the Stockholder does not own beneficially or of record any share capital of SPAC (or any securities convertible into share capital of SPAC). b. The Stockholder (i) except as provided in this Agreement: , has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Stockholder’s Covered Shares, (aii) has not entered into any voting agreement or voting trust with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’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 it from satisfying, its obligations pursuant to this Agreement. c. The Stockholder (i) if applicable, such Stockholder is a legal entity entity, is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements Laws of the jurisdiction of its organization, and has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby or (bii) such Stockholder if an individual, has full legal right competence and capacity to execute enter into this Agreement and all necessary authority to execute, deliver and perform his or her obligations under this Agreement, to perform Stockholder’s obligations hereunder Agreement and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such the Stockholder and (ii) constitutes a valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. d. Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, if such any, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Stockholder is an entityfrom, or to be given by the Stockholder to, or be made by the Stockholder with, any Governmental Entity in connection with the execution, delivery and performance by the Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement. e. The execution, delivery and performance of this Agreement by such the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the execution and delivery of this Agreement by such Stockholder does do not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of the Stockholder, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Stockholder pursuant to any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the provisions hereof will matters referred to in Section 4(d), under any applicable Law to which the Stockholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon the Stockholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, conflict with individually or violate any Applicable Legal Requirements in the aggregate, reasonably be expected to prevent or agreement binding upon such Stockholder delay or impair the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such hereby, the consummation of the Merger or the other transactions contemplated by the Business Combination Agreement. f. As of the date of this Agreement, there is no action, proceeding or investigation pending against the Stockholder or, to the knowledge of the Stockholder, threatened against the Stockholder that questions the beneficial or record ownership of the Stockholder’s Owned Shares, the validity of this Agreement or the performance by the Stockholder of its obligations under this Agreement. g. The Stockholder understands and acknowledges that Parent the Company is entering into the Merger Business Combination Agreement in reliance upon such the Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such the Stockholder contained herein. h. No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which SPAC, Merger Sub or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Stockholder, on behalf of the Stockholder.

Representations and Warranties of Each Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent Acquiror as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Such Stockholder has full the legal right capacity and capacity all other power and authority necessary to execute and deliver enter into this Agreement, to perform Stockholder’s the obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder Acquiror, Merger Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyparties hereto, (d) this Agreement constitutes the a legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or laws of general applicability relating to creditors’ or affecting creditor's rights generally; generally and (ii) is subject to by the application of general principles of equity, . (eb) the The execution and delivery of this Agreement by and the consummation of the transactions herein contemplated will not (i) to the knowledge of such Stockholder, conflict with or violate any law, regulation, court order, judgment or decree applicable to such Stockholder does notor by which the property of such Stockholder is bound or affected, or (ii) conflict with or result in any breach of or constitute a default under any contract or agreement to which such Stockholder is a party or by which such Stockholder or such Stockholder's property is bound or affected, which conflict, violation, breach or default would materially impair or materially interfere with such Stockholder's ability to perform its obligations under this Agreement. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor not require any authorization, consent or approval of, or filing withother action by any Person under, any Governmental Entityprovision of any agreement, except in each case for filings with the SEC by such Stockholder contract or as would not impact other instrument binding on such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, . (fd) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other The shares of Company Common Stock or other securities reflected on Schedule A as ---------- being owned by such Stockholder are the only shares of voting Capital Stock of the Company or any other voting interests in the Company owned beneficially or of record by such Stockholder, and except as set forth in Schedule A, such ---------- Stockholder does not own any other options, warrants or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear shares of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies class of capital stock of the Company with respect to or any other voting interests in the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to Company. Such Stockholder has the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the respecting voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge transfer of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability 's shares of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby Capital Stock. Except as set forth on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.Schedule -------- 3

Representations and Warranties of Each Stockholder. Each Stockholder individually with respect to themselves, and not jointly and severally, represents and warrants to Parent as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, Except to the extent such concept is applicableset forth on Schedule I, in good standing under the Applicable Legal Requirements Stockholder Beneficially Owns the number of shares of FCN Common Stock set forth on Schedule I attached hereto (the jurisdiction "Owned Shares") and the Stockholder has the full and sole power to vote the Owned Shares without the consent or approval of its organization, any other person or entity; (b) such Except for the Owned Shares and as otherwise set forth on Schedule I, the Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, does not Beneficially Own any other FCN Common Stock or hold any securities convertible into or exchangeable for FCN Common Stock; (c) Except as set forth on Schedule I hereto, the Stockholders is the record holder of the Owned Shares; (id) this This Agreement has been duly executed and delivered by such the Stockholder and constitutes the Stockholder's valid and legally binding obligation, enforceable against the Stockholder in accordance with its terms, except to the extent that (iix) if such Stockholder is an entitythe enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditor's rights generally and (y) the availability of equitable remedies may be limited by equitable principles of general applicability; (e) The execution, delivery and performance of this Agreement by such the Stockholder and the consummation proxy contained herein does not violate or breach, and will not give rise to any violation or breach of any law, contract, instrument, arrangement or agreement by which the transactions contemplated hereby have been duly authorized by all necessary actions on Stockholder is bound; (f) The execution, delivery and performance of this agreement and the part proxy contained herein do not, and performance of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement will not, require any consent, approval, authorization or to consummate permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the transactions contemplated herebySecurities Exchange Act of 1934), domestic or foreign; (dg) this Agreement constitutes the valid The execution, delivery and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the execution and delivery performance of this Agreement by such the Stockholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with proxy contained herein does not create or violate give rise to any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement right in any material respect, (f) as of person with respect to the date of this Agreement, such Stockholder is the record owner of Owned Shares or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other security of FCN (including, without limitation, voting rights and rights to purchase or sell any shares of Company FCN Common Stock or other securities of the Company FCN) pursuant to any stockholders' agreement or rights to purchase similar agreement or acquire commitment, other than any such securities, right as is duly and validly waived pursuant to such agreement; and (gh) as The representations and warranties by the Stockholder in Section 2(a) made herein are qualified in their entirety by the effects of applicable community property laws and the date laws affecting the rights of marital partners generally. For all purposes of this Agreement, such Owned Shares shall include any shares of DG as to which Beneficial Ownership is acquired by the Stockholder beneficially owns, and has good and valid title to, after the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinhereof.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to WCA Parent as follows as of the date of this Agreement: that: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Stockholder has full legal right power and capacity authority to execute enter into this Agreement and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, hereunder; (c) (ib) this Agreement has been duly executed and delivered by such Stockholder by, and (iiassuming due authorization, execution and delivery by the WCA Parties) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the a valid and binding agreement of such obligation of, the Stockholder, enforceable against such Stockholder in accordance with its terms; (c) as of the date hereof, except the WCA Shares and the Covered Interests are beneficially owned, and as of the Closing, the WCA Shares will be beneficially owned, by the Stockholder; (d) as of the Closing, the Covered Interests collectively beneficially owned by the Stockholders will not represent less than 42% of limited liability company interests in Live Earth; (e) the Covered Interests are all of the securities of Live Earth owned beneficially or of record by the Stockholder on the date hereof that are issued and outstanding; (f) the WCA Shares are all of the securities of WCA owned beneficially or of record by the Stockholder on the date hereof that are issued and outstanding; (g) if the Stockholder acquires any additional equity securities of Live Earth after the date hereof, such enforceability securities will, without further action of the Stockholder or WCA, be deemed to be Covered Interests hereunder; (h) the Stockholder will not sell, assign, transfer, gift or otherwise dispose of any WCA Shares from the date hereof through the Closing, and if the Stockholder acquires any additional equity securities of WCA after the date hereof, such securities will, without further action of the Stockholder or WCA, be deemed to be WCA Shares hereunder; (i) may be limited by applicable bankruptcythe Stockholder will not deposit the Covered Interests or the WCA Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Covered Interests or WCA Shares or grant any proxy or power of attorney that is inconsistent with this Agreement; (j) the Stockholder owns the Covered Interests and WCA Shares free and clear of all liens, insolvencycharges, reorganizationclaims, moratorium encumbrances and other similar Laws affecting or relating to creditors’ rights generallysecurity interests of any nature whatsoever; and and (ii) is subject to general principles of equity, (ek) the execution and delivery of this Agreement by such the Stockholder does not, and the consummation by the Stockholder of the transactions contemplated hereby and do not require the compliance with the provisions hereof will notconsent, conflict with approval or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval authorization of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder person or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinpublic authority.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants to Parent and Purchaser as follows as of the date of this Agreement: follows: (ai) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Such Stockholder has full legal right right, power and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (iii) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions action on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (diii) this Agreement constitutes the legal, valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, terms (except as such to the extent that enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other reorganization or similar Laws affecting or relating to the enforcement of creditors’ rights generally; and (ii) is subject to generally or by general principles of equity); provided that if such Stockholder 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 Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms; (eb) the The execution and delivery of this Agreement by such Stockholder 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 Legal Requirements applicable Law or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s its obligations under this Agreement in any material respect, ; (fc) as of the date of this Agreement, such (i) Such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not (ii) such Stockholder (A) owns, beneficially own any other shares and of Company Common Stock record, or other securities controls all of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance Lien (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions laws), (collectively, “Permitted Liens”)B) and, subject to the Permitted Liens, has sole voting power, sole power with respect of disposition, sole power to the Existing Shares demand dissenters’ rights and sole power to agree to all of disposition the matters set forth in this Agreement, each with respect to all of such Stockholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company other than the Existing SharesShares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and, subject to the Permitted Liens, and (D) no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided provided, however, that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing its Shares with each other Stockholders Stockholder; (d) As of the date hereof, Stockholder is the legal and beneficial owner of the number of Company Stock Options, RSUs, Company Warrants and other rights to acquire, directly or indirectly, shares of the Company’s Common Stock set forth on Schedule A hereto (hcollectively, the “Company Stock Options and Other Rights”); and (e) As of the date hereof, there is no Legal Proceeding Action pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that before or by any Governmental Entity, except, as would not reasonably be expected expected, either individually or in the aggregate, to prevent, impair, materially delay or materially adversely affect impair the ability of such Stockholder to perform such Stockholder’s its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Except as set forth on the disclosure letter attached hereto, each Stockholder represents and warrants to Parent Epitope and Merger Sub as follows as of the date of this Agreement: follows: (a) Each Stockholder (if applicable, such Stockholder it is a corporation, general or limited partnership, limited liability company or other legal entity entity) is duly organized, validly existing and, to the extent such concept is applicable, and in good standing under the Applicable Legal Requirements laws of the jurisdiction of its incorporation or organization, (b) such . Such Stockholder has full the requisite power and authority (and if a natural person, the legal right and capacity capacity) to execute and deliver this Agreement, Agreement and to perform Stockholder’s its obligations hereunder hereunder. The execution and to consummate the transactions contemplated hereby, (c) (i) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder 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 Stockholder and, (d) assuming that this Agreement constitutes the a valid and binding agreement of Epitope, is a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting laws, now or hereafter in effect, relating to creditors’ or affecting the rights and remedies of creditors generally; , and (ii) is subject to general principles of equity, equity (eregardless of whether such enforceability is considered in a proceeding in equity or a law) and to general principles governing the duties of fiduciaries. (b) The execution and delivery of this Agreement by such Stockholder does do not, and the consummation performance of this Agreement by such Stockholder 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 Stockholder pursuant to any contract or other instrument to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets are bound, except for any thereof that would not reasonably be expected to materially impair the ability of such Stockholder to perform such Stockholder's obligations hereunder or to consummate the transactions contemplated hereby hereby. (c) The execution and delivery of this Agreement by such Stockholder do not, and the compliance with the provisions hereof performance of this Agreement by such Stockholder will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon require such Stockholder to obtain any consent, approval, authorization or the Existing Shares, nor require any authorization, consent or approval permit of, or to make any filing withwith 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 in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability (i) pursuant to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act, the Securities Act and the HSR Act; and (ii) where the Existing Shares and does failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not beneficially own any other shares reasonably be expected to materially impair the ability of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over perform such Stockholder’s Existing Shares with other Stockholders and 's obligations hereunder or to consummate the transactions contemplated hereby. (hd) there There is no Legal Proceeding suit, action, investigation or proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to prevent, impair, materially delay or materially adversely affect impair the ability of such Stockholder to perform such Stockholder’s 's obligations hereunder or to consummate the transactions contemplated hereby hereby. (e) Such Stockholder owns beneficially and of record the shares of STC Common Stock and STC Preferred Stock set forth opposite such Stockholder's name on a timely basisSchedule I hereto (the "Existing Shares"). The Existing Shares constitute all the shares of STC Common Stock and STC Preferred Stock owned of record or beneficially by such Stockholder. Such Stockholder understands has sole voting power, sole power of disposition and acknowledges that Parent is entering into all other stockholder rights with respect to all the Merger Agreement in reliance upon Existing Shares, with no restrictions, other than pursuant to applicable securities laws, on such Stockholder’s execution and delivery 's rights of this Agreement and disposition pertaining thereto. Such Stockholder owns options or warrants to purchase or other securities convertible or exchangeable into or exercisable for the representations, warranties, covenants and other agreements number of shares of such Common Stock set forth opposite such Stockholder'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 Stockholder contained hereinhas good and valid title to all the Existing Shares, free and clear of all Encumbrances (other than any Encumbrance created by this Agreement) except as disclosed on Schedule II hereto.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants warrants, severally and not jointly, to Parent the Company as follows as follows: (a) Such Stockholder owns individually and beneficially the Voting Shares set forth opposite such Stockholder’s name on Schedule I attached hereto. Such Shares constitute all of the shares owned individually and beneficially by such Stockholder on the date hereof as to which the Stockholder has the right to vote or direct the voting. Such Stockholder 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 Voting 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: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, . (b) such Such Stockholder has full legal right the power and capacity authority to execute enter into and deliver this Agreement, to perform all of such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) under this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entityconstitutes a legal, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except in each case as such enforceability (i) enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, whether applied in a court of law or a court of equity, and 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 Stockholder is a 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 Stockholder of the transactions contemplated hereby. (ei) Except as may be required under applicable securities laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by such Stockholder does notStockholder, and the consummation by such Stockholder of the transactions contemplated hereby and the compliance by such Stockholder with the provisions hereof will notand (ii) none of the execution and delivery of this Agreement by such Stockholder, conflict with or violate any Applicable Legal Requirements or agreement binding upon the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entityprovisions hereof, except in each case for filings with the SEC by such Stockholder cases in which any conflict, breach, default or as violation described below would not impact such Stockholder’s ability to perform or comply interfere with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder hereunder, shall (A) conflict with or result in any breach of any organizational documents applicable to consummate such Stockholder, (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 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, stockholders agreement or voting trust, to which such Stockholder is a timely basis. Such party or by which such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon or any of such Stockholder’s execution and delivery properties or assets may be bound or (C) violate any Order or Law applicable to such Stockholder or any of such Stockholder’s properties or assets. (d) Except as permitted by this Agreement Agreement, the Voting Shares beneficially owned by such Stockholder and the representationscertificates representing such Voting Shares are now, warrantiesand at all times during the term hereof will be, covenants and other agreements held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder contained hereinStockholder, 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 Stockholder. Each Stockholder represents and warrants to Parent as follows as of the date of this Agreement: other parties, solely with respect to itself, that: (a) if applicable, If such Stockholder is a legal entity corporation, partnership or trust, (i) such party is duly organized, validly existing and, to the extent such concept is applicable, and in good standing under the Applicable Legal Requirements laws of the jurisdiction of its organization; (ii) such party has all requisite corporate, partnership or trust power and authority to execute, deliver and perform this Agreement; and (iii) such party has taken all corporate, partnership or trust action required to duly authorize such execution, delivery and performance. (b) If such Stockholder is a natural person, he or she has full legal right capacity, right, power and capacity authority to execute execute, deliver and deliver perform this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, . (c) (i) this This Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part constitutes a binding obligation of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except insofar as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar Laws laws affecting or relating to creditors’ creditor's rights generally; and , or by principles governing the availability of equitable remedies. (iid) is subject to general principles of equityNeither the execution, (e) the execution and delivery of this Agreement or performance by such Stockholder does notof this Agreement, and nor the consummation by such Stockholder of the transactions contemplated hereby and the compliance hereby, does or will (with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder giving of notice or the Existing Shares, nor require any authorization, consent passage of time or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement both) conflict in any material respectrespect with, or constitute a material default under, (fi) as if such party is a corporation, partnership or other entity, the Certificate of the date Incorporation, Bylaws, partnership agreement or other organizational or governing documents of this Agreementsuch party, (ii) any judgment to or by which such party is or may be subject, bound or affected, or (iii) any applicable law or obligation to which such Stockholder is the record owner of or beneficially owns bound. (as such term is used in Rule 13d-3 of the Exchange Acte) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially ownsNo judgment has been issued, and no action or proceeding has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, been instituted or, to the knowledge of such Stockholder, threatened threatened, against or affectingotherwise involving such Stockholder, (i) to set aside or modify any authorization of the execution, delivery and performance by such Stockholder that would reasonably be expected of this Agreement, (ii) to preventenjoin or prevent the execution, impair, materially delay delivery or materially adversely affect the ability of performance by such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and Agreement, or (iii) seeking damages in connection with the representationsexecution, warranties, covenants and other agreements of delivery or performance by such Stockholder contained hereinof this Agreement.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants to Parent CBAH as follows to itself as follows: (a) Such Stockholder is the only record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Agreement or the organizational documents of the Company (including, for the purposes hereof, any agreements between or among stockholders of the Company). As of the date of this Agreement: (a) if applicablehereof, other than the Covered Shares, such Stockholder does not own beneficially or of record any shares of capital stock of the Company (or any securities convertible into shares of capital stock of the Company) or any interest therein. (b) Such Stockholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’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 it from performing and satisfying, its obligations pursuant to this Agreement. (c) Such Stockholder affirms that (i) if such Stockholder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Stockholder is not a natural person, (A) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements Laws of the jurisdiction of its organizationorganization and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, (b) such Stockholder has full legal right deliver and capacity to execute and deliver perform its obligations under this Agreement, to perform Stockholder’s obligations hereunder Agreement and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such Stockholder and (ii) if constitutes a valid and binding agreement of such Stockholder is an entityenforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Mergers and the other transactions contemplated by the Business Combination Agreement. (e) The execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the execution and delivery of this Agreement by such Stockholder does do not, and the consummation of the transactions contemplated hereby or the Mergers and the compliance with other transactions contemplated by the provisions hereof Business Combination Agreement will not, conflict constitute or result in (i) a breach or violation of, or a default under, the limited partnership agreement or similar governing documents of such Stockholder (if such Stockholder is not a natural person), (ii) with or violate without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any Applicable Legal Requirements benefit under, the creation, modification or agreement acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Stockholder pursuant to any Contract binding upon such Stockholder or or, assuming (solely with respect to performance of this Agreement and the Existing Sharestransactions contemplated hereby), nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings compliance with the SEC by matters referred to in Section 4(d), under any applicable Law to which such Stockholder is subject or as (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Stockholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not impact not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair such Stockholder’s ability to perform its obligations hereunder or comply with such Stockholder’s obligations under this Agreement in any material respectto consummate the transactions contemplated hereby, the consummation of the Mergers or the other transactions contemplated by the Business Combination Agreement. (f) as As of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding action, proceeding or investigation pending against, against such Stockholder or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay questions the beneficial or materially adversely affect the ability record ownership of such Stockholder to perform such Stockholder’s Owned Shares, the validity of this Agreement or the performance by such Stockholder of its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. under this Agreement. (g) Such Stockholder understands and acknowledges that Parent CBAH is entering into the Merger Business Combination Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein. (h) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which CBAH or the Company or any of their respective Subsidiaries is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by such Stockholder in his, her or its capacity as a stockholder or, to the knowledge of such Stockholder, on behalf of such Stockholder in his, her or its capacity as a stockholder.

Representations and Warranties of Each Stockholder. Each Except as set forth on the disclosure letter attached hereto, each Stockholder represents and warrants to Parent STC as follows as of the date of this Agreement: follows: (a) Each Stockholder (if applicable, such Stockholder it is a corporation, general or limited partnership, limited liability company or other legal entity entity) is duly organized, validly existing and, to the extent such concept is applicable, and in good standing under the Applicable Legal Requirements laws of the jurisdiction of its incorporation or organization, (b) such . Such Stockholder has full the requisite power and authority (and if a natural person, the legal right and capacity capacity) to execute and deliver this Agreement, Agreement and to perform Stockholder’s its obligations hereunder hereunder. The execution and to consummate the transactions contemplated hereby, (c) (i) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder 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 Stockholder and, (d) assuming that this Agreement constitutes the a valid and binding agreement of STC, is a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting laws, now or hereafter in effect, relating to creditors’ or affecting the rights and remedies of creditors generally; , and (ii) is subject to general principles of equity, equity (eregardless of whether such enforceability is considered in a proceeding in equity or a law) and to general principles governing the duties of fiduciaries. (b) The execution and delivery of this Agreement by such Stockholder does do not, and the consummation performance of this Agreement by such Stockholder 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 Stockholder pursuant to any contract or other instrument to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets are bound, except for any thereof that would not reasonably be expected to materially impair the ability of such Stockholder to perform such Stockholder's obligations hereunder or to consummate the transactions contemplated hereby hereby. (c) The execution and delivery of this Agreement by such Stockholder do not, and the compliance with the provisions hereof performance of this Agreement by such Stockholder will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon require such Stockholder to obtain any consent, approval, authorization or the Existing Shares, nor require any authorization, consent or approval permit of, or to make any filing withwith 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 in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability (i) pursuant to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act, the Securities Act and the HSR Act; and (ii) where the Existing Shares and does failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not beneficially own any other shares reasonably be expected to materially impair the ability of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over perform such Stockholder’s Existing Shares with other Stockholders and 's obligations hereunder or to consummate the transactions contemplated hereby. (hd) there There is no Legal Proceeding suit, action, investigation or proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to prevent, impair, materially delay or materially adversely affect impair the ability of such Stockholder to perform such Stockholder’s 's obligations hereunder or to consummate the transactions contemplated hereby hereby. (e) Such Stockholder owns beneficially and of record the shares of Epitope Common Stock set forth opposite such Stockholder's name on a timely basisSchedule I hereto (the "Existing Shares"). The Existing Shares constitute all the shares of Epitope Common Stock owned of record or beneficially by such Stockholder. Such Stockholder understands has sole voting power, sole power of disposition and acknowledges that Parent is entering into all other stockholder rights with respect to all the Merger Agreement in reliance upon Existing Shares, with no restrictions, other than pursuant to applicable securities laws, on such Stockholder’s execution and delivery 's rights of this Agreement and disposition pertaining thereto. Such Stockholder owns options or warrants to purchase or other securities convertible or exchangeable into or exercisable for the representations, warranties, covenants and other agreements number of shares of such Common Stock set forth opposite such Stockholder'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 Stockholder contained hereinhas 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 Stockholder (i) is not a party to any agreement, arrangement or understanding with respect to voting, holding or disposing of any Shares, Other Securities, shares of Epitope Common Stock or the shares of Surviving Corporation Common Stock, either as of the date hereof or at any time after the Mergers, 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 Epitope Common Stock, except for this Agreement.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants as to Parent itself as follows as of the date of this Agreement: follows: (a) if applicable, such Such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing record and beneficial owner (within the meaning of Rule 13d-3 under the Applicable Legal Requirements Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of the jurisdiction of its organization, liens other than as created by this Agreement. (b) such Such Stockholder has full legal right and capacity to execute and deliver (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 Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations hereunder pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’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 Stockholder from satisfying, its, his or her obligations pursuant to consummate the transactions contemplated hereby, this Agreement. (c) (i) this This Agreement has been duly authorized (with respect to any Stockholder that is not an individual), executed and delivered by such Stockholder and (ii) if constitutes a valid and binding agreement of such Stockholder is an entityenforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws 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 Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any governmental authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, other than any filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act. (e) The execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the execution and delivery of this Agreement by such Stockholder 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 Stockholder (if such Stockholder is not an individual), (ii) a breach or violation of any Applicable Legal Requirements applicable law, or agreement (iii) a breach or violation of, or a default under, any contract binding upon such Stockholder except, in the case of clause (ii) or the Existing Shares(iii) directly above, nor require for any authorizationsuch breach, consent or approval ofviolation, or filing withdefault that would not, any Governmental Entityindividually or in the aggregate, except in each case for filings with the SEC by such Stockholder reasonably be expected to prevent or as would not impact materially delay or impair such Stockholder’s ability to perform its, his or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into consummation of the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained hereinTransaction.

Representations and Warranties of Each Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent Acquiror as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Such Stockholder has full the legal right capacity and capacity all other power and authority necessary to execute and deliver enter into this Agreement, to perform Stockholder’s the obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder Acquiror, Merger Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyparties hereto, (d) this Agreement constitutes the a legal, valid and binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or laws of general applicability relating to creditors’ or affecting creditor's rights generally; generally and (ii) is subject to by the application of general principles of equity, . (eb) the The execution and delivery of this Agreement by and the consummation of the transactions herein contemplated will not (i) to the knowledge of such Stockholder, conflict with or violate any law, regulation, court order, judgment or decree applicable to such Stockholder does notor by which the property of such Stockholder is bound or affected, or (ii) conflict with or result in any breach of or constitute a default under any contract or agreement to which such Stockholder is a party or by which such Stockholder or such Stockholder's property is bound or affected, which conflict, violation, breach or default would materially impair or materially interfere with such Stockholder's ability to perform its obligations under this Agreement. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor not require any authorization, consent or approval of, or filing withother action by any Person under, any Governmental Entityprovision of any agreement, except in each case for filings with the SEC by such Stockholder contract or as would not impact other instrument binding on such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, . (fd) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other The shares of Company Common Stock or other securities reflected on Schedule A as being owned by such Stockholder are the only shares of voting Capital Stock of the Company or rights to purchase any other voting interests in the Company owned beneficially or acquire any of record by such securitiesStockholder, (g) and except as of the date of this Agreementset forth in Schedule A, such Stockholder beneficially ownsdoes not own any other options, warrants or rights to acquire shares of any class of capital stock of the Company or any other voting interests in the Company. Such Stockholder has the sole power respecting voting and has good and valid title totransfer of such Stockholder's shares of Capital Stock. Except as set forth on Schedule 3(d) hereto, the Existing Shares shares and certificates representing such shares held by such Stockholder are owned as indicated on Schedule A by such Stockholder, free and clear of any proxyall liens, claims, security interests, proxies, options, warrants or other rights, voting restrictiontrusts or agreements, adverse claim understandings or arrangements or any other Encumbrances whatsoever, except for any such Encumbrances or proxies arising hereunder. (e) No investment banker, broker, finder or other Encumbrance (other than intermediary is entitled to a fee or commission in respect of this Agreement based upon any restrictions created arrangement or agreement made by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge on behalf of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Except as set -------------------------------------------------- forth on Exhibit A hereto each Stockholder hereby represents and warrants warrants, --------- severally and not jointly and only with respect to Parent itself, to Purchaser as follows as follows: (a) Such Stockholder 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 Stockholder on the date hereof. Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2, 3 and 5 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: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, . (b) such Such Stockholder has full legal right the power and capacity authority to execute enter into and deliver perform all of such Stockholder's obligations under this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this . This Agreement has been duly and validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entityconstitutes a legal, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency and other similar Laws laws affecting or relating to creditors’ ' rights generally; generally and (ii) is subject to by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is a 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 Stockholder of the transactions contemplated hereby. (ec) Except for filings under the HSR Act and the Exchange Act (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery of this Agreement by such Stockholder does notStockholder, and the consummation by such Stockholder of the transactions contemplated hereby and the compliance by such Stockholder with the provisions hereof will notand (ii) none of the execution and delivery of this Agreement by such Stockholder, conflict with or violate any Applicable Legal Requirements or agreement binding upon the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entityprovisions hereof, except in each case for filings with the SEC by such Stockholder cases in which any conflict, breach, default or as violation described below would not impact such Stockholder’s ability to perform or comply interfere with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s 's obligations hereunder, shall (A) conflict with or result in any breach of any organizational documents applicable to such Stockholder, (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, stockholders agreement or voting trust, to which such Stockholder 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 Stockholder or any of its properties or assets. (d) Except as permitted by this Agreement, the Existing Shares beneficially owned by such Stockholder and the certificates representing such shares are now, and at all times during the term hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, 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 Stockholder 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 basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon behalf of such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Stockholder (severally and not jointly, as to itself) hereby represents and warrants to Parent as follows to, and agrees with, the Company and the other Stockholders that, as of the date of this Agreement: hereof: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Stockholder has full legal right power and capacity authority to execute and deliver this Agreement, Agreement and to perform Stockholder’s its obligations hereunder hereunder, and to consummate the transactions contemplated herebyexecution, delivery, and performance by such Stockholder of this Agreement have been duly authorized by all necessary action; (c) (ib) this Agreement has been duly and validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, constitutes the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part binding obligation of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as subject to Creditors’ Rights; (c) such enforceability Stockholder is the Beneficial Owner of the number of Shares set forth next to its name on Schedule I hereto; (d) the execution, delivery, and performance by such Stockholder of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) may be limited by applicable bankruptcyviolate any provision of Law to which such Stockholder is subject, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) violate any order, judgment, or decree applicable to such Stockholder or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which such Stockholder is subject 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 expected to, individually or in the aggregate, have an adverse effect on such Stockholder’s ability to general principles of equity, 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 execution part of such Stockholder to perform its obligations hereunder or to authorize the execution, delivery and delivery of this Agreement performance by such Stockholder does notof 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 Stockholder’s ability to satisfy its obligations hereunder or under any agreement or other instrument to which such Stockholder is a party; (f) such Stockholder has acquired the Shares for investment and not with a view toward any resale or distribution thereof except in compliance with the consummation Securities Act; such Stockholder acknowledges that the Shares have not been registered pursuant to the Securities Act and may not be Transferred in the absence of such registration or an exemption therefrom under the Securities Act; and such Stockholder 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 Stockholder is an informed and sophisticated participant in the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Applicable Legal Requirements or agreement binding upon has undertaken such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially ownsinvestigation, and has good been provided with and valid title tohas evaluated such documents and information, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities as it has deemed necessary in connection with xxxxxxx xxxxxxx restrictions (collectivelythe execution, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares delivery and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery performance of this Agreement and the representations, warranties, covenants and other agreements of investment in the Company; such Stockholder contained hereinacknowledges that it is relying on its 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 Stockholder has not relied on any due diligence investigation of any other Stockholder or its advisors and their respective Affiliates, or on any oral or written materials prepared or presented by any other Stockholder or its advisors, including any projections, forecasts, return on investment or other future cash flow illustrations prepared by any such Stockholder or its advisors or their respective Affiliates.

Representations and Warranties of Each Stockholder. Each Stockholder represents and warrants (severally and not jointly) to Parent and Merger Sub as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (bi) such Such Stockholder has full legal right right, power and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (iii) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions action on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (diii) this Agreement constitutes the legal, valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, terms (except as such to the extent that enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other reorganization or similar Laws affecting or relating to the enforcement of creditors’ rights generally; and (ii) is subject to generally or by general principles of equity, ); (eb) the The execution and delivery of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) conflict with or violate any Applicable Legal Requirements applicable Law or agreement Contract binding upon such Stockholder or the Existing Shares, nor (ii) require any authorization, consent or approval of, or filing with, any Governmental EntityAuthority, except in each case of clause (i) and (ii) hereof for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s its obligations under this Agreement in any material respect, (f) as except for any of the date foregoing as would not reasonably be expected, either individually or in the aggregate, to impair the ability of this Agreement, such Stockholder is to perform its obligations hereunder or to consummate the record owner of or transactions contemplated hereby on a timely basis; (c) (i) Such Stockholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not (ii) such Stockholder (A) owns, beneficially own any other shares and of Company Common Stock record, or other securities controls all of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim claim, or other Encumbrance Lien (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions Laws), (collectively, “Permitted Liens”)B) and, subject to the Permitted Liens, has sole voting power, sole power with respect of disposition, sole power to the Existing Shares demand dissenters’ rights and sole power to agree to all of disposition the matters set forth in this Agreement, each with respect to all of such Stockholder’s Shares, (C) does not own, of record or beneficially, any shares of capital stock of the Company other than the Existing SharesShares set forth on Schedule A hereto and any New Shares for which beneficial ownership is acquired after the date hereof, and, subject to the Permitted Liens, and (D) no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with Shares; (d) As of the date hereof, Stockholder is the legal and beneficial owner of the number of Company Options, Company RSUs and Company PSUs and other Stockholders rights to acquire, directly or indirectly, shares of the Company Common Stock set forth on Schedule A hereto (collectively, the “Company Options and Other Rights”); (he) As of the date hereof, there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened in writing against or affecting, such Stockholder that before or by any Governmental Authority, except, as would not reasonably be expected expected, either individually or in the aggregate, to prevent, impair, materially delay or materially adversely affect impair the ability of such Stockholder to perform such Stockholder’s its, his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. Such Stockholder understands and acknowledges that Parent ; and (f) Except for Canaccord Genuity, no broker, finder, financial advisor, investment banker or other Person is entering into entitled to any brokerage, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger Agreement in reliance transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of Each Stockholder. Each Stockholder hereby, severally and not jointly, represents and warrants to Parent Jupiter in respect of itself as follows as of the date of this Agreement: follows: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, (b) such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) this Agreement has been duly executed and delivered by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, (e) the execution and delivery of this Agreement by such Stockholder 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 Legal Requirements or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, except in each case for filings with the SEC by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such The Stockholder is the owner, of record owner of or beneficially owns (as such term is used defined in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other of that number of shares of Company Media Metrix Common Stock ("Media Metrix Shares") set forth opposite its name on Part 1 of Exhibit A (but not including any Future Media Metrix Shares (as hereinafter defined)); has the full and exclusive power and authority to vote (or other securities of direct the Company voting of), and to execute (or rights to purchase or acquire any such securities, (gdirect the execution of) as of the date of this Agreementconsents with respect to, such Stockholder beneficially owns, Media Metrix Shares; and has good and valid title to, the Existing owns such Media Metrix Shares free and clear of any proxy, Share Arrangements (including any Share Arrangements relating to the voting restriction, adverse claim of such Media Metrix Shares) or other Encumbrance Encumbrances, except for the option set forth in Part 1 of Exhibit A (the "NPD Option"); (b) Part 2 of Exhibit A sets forth all Media Metrix Shares which the Stockholder has the right to obtain at any time (disregarding for this purpose any vesting provisions or other restrictions on exercise) upon the exercise of stock options outstanding, or under any other Share Arrangements in effect, on the date hereof ("Future Media Metrix Shares"); (c) The Stockholder does not own, of record or beneficially, or have the right to acquire any Media Metrix Shares other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions as set forth on Exhibit A; and (collectively, “Permitted Liens”)d) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such The Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting legal capacity and all other right, power and authority to enter into this Agreement and the power of disposition over such Stockholder’s Existing Shares with other Stockholders Proxy (as hereinafter defined) and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s carry out its obligations hereunder or to consummate the transactions contemplated hereby on a timely basisand thereunder. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s The execution and delivery by the Stockholder of this Agreement and the representationsperformance by the Stockholder of its obligations hereunder have been duly and validly authorized by the trustees of the Stockholder, warrantiesBoard of Directors of the Stockholder, covenants or general partner[s] of the Stockholder (as the case may be). This Agreement and the Proxy have been duly and validly executed and delivered by the Stockholder and constitute the valid and legally binding agreement of the Stockholder, enforceable against the Stockholder in accordance with their respective terms; and the execution and delivery by the Stockholder of this Agreement and the Proxy and the performance by the Stockholder of its obligations hereunder and thereunder will not (with or without notice, lapse of time or both) (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any Contract to which the Stockholder is a party or by which the Stockholder is bound, (ii) violate any Decree or Law applicable to the Stockholder, or (iii) result in the creation of, or impose any obligation on the Stockholder to create, any Encumbrance upon any Media Metrix Shares other agreements than in favor of such Stockholder contained hereinJupiter.

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants to Parent the Company as follows as follows: (a) Such Stockholder owns individually and beneficially the Voting Shares set forth opposite such Stockholder’s name on Schedule I attached hereto. Such Shares constitute all of the shares owned individually and beneficially by such Stockholder on the date hereof as to which the Stockholder has the right to vote or direct the voting. Such Stockholder 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 Voting 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: (a) if applicable, such Stockholder is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, . (b) such Such Stockholder has full legal right the power and capacity authority to execute enter into and deliver this Agreement, to perform all of such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, (c) (i) under this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and (ii) if such Stockholder is an entityconstitutes a legal, the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (d) this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable (subject to Company's receipt of any regulatory approvals required by applicable banking Laws) against such Stockholder in accordance with its terms, except in each case as such enforceability (i) enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity, whether applied in a court of law or a court of equity, and 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 Stockholder is a 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 Stockholder of the transactions contemplated hereby. (ec) (i) Except as may be required under applicable securities or banking Laws, no filing with, and no permit, authorization, Consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by such Stockholder does notStockholder, and the consummation by such Stockholder of the transactions contemplated hereby and the compliance by such Stockholder with the provisions hereof will notand (ii) none of the execution and delivery of this Agreement by such Stockholder, conflict with or violate any Applicable Legal Requirements or agreement binding upon the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entityprovisions hereof, except in each case for filings with the SEC by such Stockholder cases in which any conflict, breach, default or as violation described below would not impact such Stockholder’s ability to perform or comply interfere with such Stockholder’s obligations under this Agreement in any material respect, (f) as of the date of this Agreement, such Stockholder is the record owner of or beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares of Company Common Stock or other securities of the Company or rights to purchase or acquire any such securities, (g) as of the date of this Agreement, such Stockholder beneficially owns, and has good and valid title to, the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions created by this Agreement, under the Margin Agreement or the Security Agreements, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions (collectively, “Permitted Liens”)) and, subject to the Permitted Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect to all of the Existing Shares, and, subject to the Permitted Liens, no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and the power of disposition over such Stockholder’s Existing Shares with other Stockholders and (h) there is no Legal Proceeding pending against, or, to the knowledge of such Stockholder, threatened against or affecting, such Stockholder that would reasonably be expected to prevent, impair, materially delay or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder hereunder, shall (A) conflict with or result in any breach of any organizational documents applicable to consummate such Stockholder, (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 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, stockholders agreement or voting trust, to which such Stockholder is a timely basis. Such party or by which such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon or any of such Stockholder’s execution and delivery properties or assets may be bound or (C) violate any Order or Law applicable to such Stockholder or any of such Stockholder’s properties or assets. (d) Except as permitted by this Agreement Agreement, the Voting Shares beneficially owned by such Stockholder and the representationscertificates representing such Voting Shares are now, warrantiesand at all times during the term hereof will be, covenants and other agreements held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder contained hereinStockholder, free and clear of all Liens, proxies, voting trusts or agreements, understandings or arrangements or any other rights whatsoever, except for (i) the Shareholders Agreement, dated January 1, 2010, and (ii) any such Liens arising under this Agreement.