Common use of Representations and Warranties of Holder Clause in Contracts

Representations and Warranties of Holder. (a) Holder hereby represents and warrants to the Company as follows: (i) Holder is the beneficial or record owner of the shares of Common Stock and/or Warrants indicated on the signature page of this Agreement free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances, in each case that would impair or adversely affect Holder’s ability to perform its obligations under this Agreement; (ii) Holder has full power and authority to make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 2; and (iii) this Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms. Holder agrees to notify the Company promptly of any proposed transfers of any shares of Common Stock or any Warrants. (b) As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Holder has full legal power, authority and right to vote all of shares of Common Stock then owned of record or beneficially by Holder without the consent or approval of, or any other action on the part of, any other person. Without limiting the generality of the foregoing, Holder has not entered into any voting agreement (other than this Agreement) with any person with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), deposited such shares of Common Stock or any Warrants (or any of the shares of Common Stock underlying any Warrants) in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Holder’s legal power, authority or right to vote any shares of Common Stock on any matter. (c) The execution and delivery of this Agreement and the performance by Holder of its agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Holder is a party or by which Holder (or any of Holder’s assets) are bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect Holder’s ability to perform its obligations under this Agreement or render inaccurate any of the representations made by Holder herein.

Representations and Warranties of Holder. (a) Holder hereby represents and ---------------------------------------- warrants to Parent and the Company Merger Sub as follows: : (i) Holder is the record or beneficial or record owner of the shares of Common Stock and/or Warrants indicated Optioned Securities, or has the right to vote the Voting Securities, listed on the signature page of this Agreement free and clear of any and all pledgesSchedule 1, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances, in each case that would impair or adversely affect Holder’s ability to perform its obligations under this Agreement; (ii) Holder has full power and authority to make, enter into and carry out such Optioned Securities or Voting Securities are the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 2; and (iii) this Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms. Holder agrees to notify the Company promptly of any proposed transfers of any shares of Common Stock or any Warrants. (b) As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Holder has full legal power, authority and right to vote all of shares of Common Stock then only Equity Securities owned of record or beneficially by Holder without or in which Holder has any interest or which Holder has the consent right to vote, as the case may be, and (iii) Holder does not have any option or approval of, or other right to acquire any other action on the part of, any other person. Without limiting the generality of the foregoing, Equity Securities; (b) Holder has not entered into any voting agreement (other than the right, power and authority to execute and deliver this Agreement) with any person with respect Agreement and to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants)perform its obligations hereunder; the execution, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), deposited such shares of Common Stock or any Warrants (or any of the shares of Common Stock underlying any Warrants) in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Holder’s legal power, authority or right to vote any shares of Common Stock on any matter. (c) The execution delivery and delivery performance of this Agreement and the performance by Holder of its agreements and obligations hereunder will not result in require the consent of any breach or other person and will not constitute a violation of or be in of, conflict with or constitute result in a default under (i) any term of any agreementcontract, judgment, injunction, order, decree, law, regulation understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part of Holder’s assets, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (c) any Shares included in the Optioned Securities owned by Holder have been validly issued and are boundfully paid and nonassessable (except as otherwise provided by Wisconsin law) and any shares of Company Common Stock issuable upon exercise, exchange or conversion of any other Equity Securities, when issued and upon payment of the exercise price therefor, will be validly issued, fully paid and nonassessable (except as otherwise provided by Wisconsin law); (d) the Optioned Securities owned by Holder are now, and at all times during the term of this Agreement will be, held by Holder free and clear of all adverse claims, liens, encumbrances and security interests, and none of the Optioned Securities or Voting Securities are subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting or disposition of the Optioned Securities or Voting Securities; and there are no outstanding options, warrants or rights to purchase or acquire, or agreements (except for any this Agreement) relating to, such breach, violation, conflict Optioned Securities or default which, individually or in the aggregate, would not impair or adversely affect Holder’s ability to perform its obligations under this Agreement or render inaccurate any Voting Securities; and (e) upon purchase of the representations made Optioned Securities owned by Holder hereinHolder, the Merger Sub will obtain good and marketable title to such Optioned Securities, free and clear of all adverse claims, liens, encumbrances and security interests (except any created by the Merger Sub).

Representations and Warranties of Holder. (a) Holder hereby Each holder of the Warrants and Warrant Shares, by acceptance hereof, represents and warrants to the Company and acknowledges and intends that the Company rely thereon, as follows: : (ia) Holder is the beneficial Such holder will not sell, assign, pledge, transfer, or record owner otherwise dispose of, whether directly or indirectly, all or a portion of the shares of Common Stock and/or Warrants indicated on or any Warrant Shares obtained upon the signature page of this Agreement free and clear exercise of any Warrants to any person or entity without complying with applicable securities laws and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances, in each case that would impair or adversely affect Holder’s ability to perform its obligations under this Agreement; (ii) Holder has full power and authority to make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as transaction restrictions set forth in Section 2; and (iii) this Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms. Holder agrees to notify the Company promptly of any proposed transfers of any shares of Common Stock or any Warrants.paragraph 4 hereof; (b) As Such holder is acquiring the Warrants and any Warrant Shares obtained upon exercise of the date hereof any Warrants for its own account, for investment purposes only and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Holder has full legal power, authority and right to vote all of shares of Common Stock then owned of record or beneficially by Holder without the consent or approval of, or any other action on the part of, any other person. Without limiting the generality of the foregoing, Holder has not entered into any voting agreement (other than this Agreement) with any person with respect a view to any shares distribution of Common Stock such Warrants or any Warrant Shares and no other person has a direct or indirect beneficial interest in such Warrants (or any shares of Common Stock underlying any Warrants), granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), deposited such shares of Common Stock or any Warrants (or any of the shares of Common Stock underlying any Warrants) in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Holder’s legal power, authority or right to vote any shares of Common Stock on any matter.Warrant Shares; (c) The execution Such holder acknowledges and delivery of this Agreement agrees that the Company has informed it that the Warrants and the performance by Holder Warrant Shares are not registered under any securities laws, are subject to substantial restrictions on transfer, and may not be transferred for an indefinite period of time; (d) Such holder has investigated the purchase of the Warrants and the Warrant Shares to the extent it deems necessary or desirable, and the Company has provided it with any assistance in connection therewith which it has requested. Such holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Warrants and the Warrant Shares and of making an informed investment decision with respect thereto and it has the ability to bear the economic risk of an investment in the Company and to withstand a complete loss of its agreements investment. Such holder is financially able to hold the Warrants and obligations hereunder will the Warrant Shares for an indefinite period of time; (e) Such holder is not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Holder is a party or by which Holder (relying on the Company or any of Holder’s assetsits directors, officers, employees, or agents for guidance with respect to tax and other applicable laws of any jurisdiction, or other economic considerations, and it has been furnished by the Company with all information such holder has deemed necessary or appropriate in order to form an informed investment decision concerning the purchase of the Warrants and the Warrant Shares. Such holder has been afforded an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of such holder's purchase of Warrants and any Warrant Shares and has been afforded the opportunity to obtain any additional information (to the extent the Company had such information or could acquire it without unreasonable effort or expense) are bound, except for necessary to verify the accuracy of information otherwise furnished by the Company; (f) Such holder has not used a purchaser representative; (g) Such holder understands that no United States federal or state agency or any such breach, violation, conflict agency of any other government has passed upon or default which, individually made any recommendation or endorsement of any investment in the aggregateCompany; (h) Such holder (a) has not been organized for the purpose of purchasing the Warrants and any Warrant Shares, would not impair or adversely affect Holder’s ability (b) has been organized for the purpose of purchasing the Warrants and any Warrant Shares and has made the representations and warranties contained herein with respect to perform and on behalf of all of the beneficial owners thereof; and (i) Such holder is an "accredited investor" as such term is defined in Rule 501 adopted pursuant to the Securities Act. The Company may condition any exercise of the Warrants and issuance of Warrant Shares upon its obligations under this Agreement or render inaccurate any receipt of the representations made and covenants given above by Holder hereinthe original Warrant holder with respect to such Warrant Shares.

Representations and Warranties of Holder. (a) The Holder hereby represents and warrants that: (a) This Warrant and the Shares to be received upon exercise of this Warrant (collectively, the “Securities”) are being acquired for investment for the Holder’s own account, not as a nominee or agent, and not with a view to the Company as follows: (i) Holder is the beneficial resale or record owner of the shares of Common Stock and/or Warrants indicated on the signature page of this Agreement free and clear distribution of any part thereof, and all pledgesthe Holder has no present intention of selling, liensgranting any participation in, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrancesotherwise distributing the Securities, in each case that would impair whole or adversely affect Holder’s ability to perform its obligations under this Agreement; (ii) in part. The Holder has full power and authority to makedoes not have any contract, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 2; and (iii) this Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding undertaking, agreement of Holder enforceable against Holder in accordance with its terms. Holder agrees to notify the Company promptly of any proposed transfers of any shares of Common Stock or any Warrants. (b) As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Holder has full legal power, authority and right to vote all of shares of Common Stock then owned of record or beneficially by Holder without the consent or approval of, or any other action on the part of, any other person. Without limiting the generality of the foregoing, Holder has not entered into any voting agreement (other than this Agreement) arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), deposited such shares of Common Stock or any Warrants (or any of the shares of Common Stock underlying any Warrants) in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Holder’s legal power, authority or right to vote any shares of Common Stock on any matterSecurities. (c) The execution Holder is an investor in securities of companies in the development stage and acknowledges that he is able to fend for himself, can bear the economic risk of his investment, has adequate means for providing for his current needs and contingencies and has no need for liquidity with respect to his investment in the Company, and has such knowledge and experience in financial or business matters such that he is capable of evaluating the merits and risks of the investment in the Securities. (d) The Holder is an “accredited investor” as that term is defined in Rule 501 of Regulation D as a result of the Holder being a member of the Board of Directors of the Company. (e) At no time was the Holder presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the issuance of this Warrant. (f) The Holder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Securities. The Holder further has had an opportunity to ask questions of and receive answers from the Company regarding the terms and conditions of the issuance of the Securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the Holder or to which the Holder had access. (g) The Holder understands that the Securities that it is purchasing or otherwise taking delivery of this Agreement are or will be characterized as “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the “1933 Act”) inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under the 1933 Act and applicable federal and state statutes and regulations such securities may be resold without registration only in certain limited circumstances. The Holder represents that it is familiar with Rule 144 promulgated under the 1933 Act, as presently in effect, and which permits limited resale of stock purchased in a private placement subject to the satisfaction of certain conditions, including among other things, the existence of a public market for the stock, the availability of certain current public information about the issuer, the resale occurring not less than one year after a party has purchased and paid for the stock to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the performance by number of shares of stock being sold during any three-month period not exceeding specified limitations. The Holder understands and hereby acknowledges that the Company may not be satisfying the current public information requirement of its agreements Rule 144 at the time the Holder wishes to sell the Securities, and obligations hereunder will not result that, in any breach or violation such event, the Holder may be precluded from selling such securities under Rule 144, even if the other requirements of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Holder is a party or by which Holder (or any of Holder’s assets) are bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect Holder’s ability to perform its obligations under this Agreement or render inaccurate any of the representations made by Holder hereinRule 144 have been satisfied.

Representations and Warranties of Holder. (a) Holder hereby represents and warrants to the Company Parent and Merger Sub as follows: : (i) Holder is the record or beneficial or record owner of the shares of Common Stock and/or Warrants indicated Optioned Securities and Options, or has the right to vote the Voting Securities, listed on the signature page of this Agreement free and clear of any and all pledgesSchedule 1, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances, in each case that would impair or adversely affect Holder’s ability to perform its obligations under this Agreement; (ii) Holder has full power such Optioned Securities and authority to make, enter into and carry out Options or Voting Securities are the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 2; and (iii) this Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms. Holder agrees to notify the Company promptly of any proposed transfers of any shares of Common Stock or any Warrants. (b) As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Holder has full legal power, authority and right to vote all of shares of Common Stock then only Equity Securities owned of record or beneficially by Holder without or in which Holder has any interest or which Holder has the consent right to vote, as the case may be, and (iii) Holder does not have any option or approval of, or other right to acquire any other action on the part of, any other person. Without limiting the generality of the foregoing, Equity Securities; (b) Holder has not entered into any voting agreement (other than the right, power and authority to execute and deliver this Agreement) with any person with respect Agreement and to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants)perform its obligations hereunder; the execution, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), deposited such shares of Common Stock or any Warrants (or any of the shares of Common Stock underlying any Warrants) in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Holder’s legal power, authority or right to vote any shares of Common Stock on any matter. (c) The execution delivery and delivery performance of this Agreement and the performance by Holder of its agreements and obligations hereunder will not result in require the consent of any breach or other person and will not constitute a violation of or be in of, conflict with or constitute result in a default under (i) any term of any agreementcontract, judgment, injunction, order, decree, law, regulation understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part of Holder’s assets, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (c) the Optioned Securities owned by Holder are boundnow, and at all times during the term of this Agreement will be, held by Holder free and clear of all adverse claims, liens, encumbrances and security interests (except for any such breachFederal or state securities laws restrictions on transfer), violation, conflict and none of the Optioned Securities or default which, individually Voting Securities are subject to any voting trust or in the aggregate, would not impair other agreement or adversely affect Holder’s ability to perform its obligations under arrangement (except as created by this Agreement or render inaccurate any the Amended and Restated Shareholders Agreement, dated September 14, 1999, as amended (the "SHAREHOLDERS AGREEMENT")) with respect to the voting or disposition of the representations made Optioned Securities or Voting Securities; and there are no outstanding options, warrants or rights to purchase or acquire, or agreements (except for this Agreement and the Shareholders Agreement) relating to, such Optioned Securities or Voting Securities; and (d) upon purchase of the Optioned Securities owned by Holder hereinHolder, Merger Sub will obtain good and marketable title to such Optioned Securities, free and clear of all adverse claims, liens, encumbrances and security interests (except any created by Merger Sub or any Federal or state securities laws).

Representations and Warranties of Holder. (a) Holder hereby represents and warrants to the Company Parent and Merger Sub as follows: : (i) Holder is the record or beneficial or record owner of the shares of Common Stock and/or Warrants indicated Optioned Securities and Options, or has the right to vote the Voting Securities, listed on the signature page of this Agreement free and clear of any and all pledgesSchedule 1, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances, in each case that would impair or adversely affect Holder’s ability to perform its obligations under this Agreement; (ii) Holder has full power such Optioned Securities and authority to make, enter into and carry out Options or Voting Securities are the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 2; and (iii) this Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms. Holder agrees to notify the Company promptly of any proposed transfers of any shares of Common Stock or any Warrants. (b) As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Holder has full legal power, authority and right to vote all of shares of Common Stock then only Equity Securities owned of record or beneficially by Holder without or in which Holder has any interest or which Holder has the consent right to vote, as the case may be, and (iii) Holder does not have any option or approval of, or other right to acquire any other action on the part of, any other person. Without limiting the generality of the foregoing, Equity Securities; (b) Holder has not entered into any voting agreement (other than the right, power and authority to execute and deliver this Agreement) with any person with respect Agreement and to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants)perform its obligations hereunder; the execution, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), deposited such shares of Common Stock or any Warrants (or any of the shares of Common Stock underlying any Warrants) in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Holder’s legal power, authority or right to vote any shares of Common Stock on any matter. (c) The execution delivery and delivery performance of this Agreement and the performance by Holder of its agreements and obligations hereunder will not result in require the consent of any breach or other person and will not constitute a violation of or be in of, conflict with or constitute result in a default under (i) any term of any agreementcontract, judgment, injunction, order, decree, law, regulation understanding or arrangement to which Holder is a party or by which Holder is bound, (ii) any judgment, decree or order applicable to Holder, or (iii) any law, rule or regulation of any governmental body applicable to Holder; and this Agreement constitutes a valid and binding agreement on the part of Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (c) the Optioned Securities owned by Holder are now, and at all times during the term of this Agreement will be, held by Holder free and clear of all adverse claims, liens, encumbrances and security interests (except for (i) a lien securing payment of a promissory note in favor of the Company and (ii) any Federal or state securities laws restrictions on transfer), and none of the Optioned Securities or Voting Securities are subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting or disposition of the Optioned Securities or Voting Securities; and there are no outstanding options, warrants or rights to purchase or acquire, or agreements (except for this Agreement) relating to, such Optioned Securities or Voting Securities; and (d) upon purchase of the Optioned Securities owned by Holder, Merger Sub will obtain good and marketable title to such Optioned Securities, free and clear of all adverse claims, liens, encumbrances and security interests (except any created by Merger Sub or any of Holder’s assets) are bound, except for any such breach, violation, conflict Federal or default which, individually or in the aggregate, would not impair or adversely affect Holder’s ability to perform its obligations under this Agreement or render inaccurate any of the representations made by Holder hereinstate securities laws).

Representations and Warranties of Holder. The Holder hereby makes the following representations and warranties to the Company: (a) Holder hereby represents and warrants to the Company as follows: (i) The Holder is the sole legal and beneficial or record owner of the shares of Common Stock and/or Warrants indicated on Debenture and the signature page of this Agreement Warrant free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances, in each case that would impair or adversely affect Holder’s ability to perform its obligations under this Agreement; (ii) Holder has full power and authority to make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 2; and (iii) this Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms. Holder agrees to notify the Company promptly of any proposed transfers of any shares of Common Stock Liens or any Warrantsclaims of third parties. (b) As of The Holder is an “accredited investor” as defined in Regulation D under the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Holder has full legal power, authority and right to vote all of shares of Common Stock then owned of record or beneficially by Holder without the consent or approval of, or any other action on the part of, any other person. Without limiting the generality of the foregoing, Holder has not entered into any voting agreement (other than this Agreement) with any person with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), deposited such shares of Common Stock or any Warrants (or any of the shares of Common Stock underlying any Warrants) in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Holder’s legal power, authority or right to vote any shares of Common Stock on any matterAct. (c) The execution and delivery of Holder has made all investigations that the Holder deems necessary or desirable in connection with the transactions contemplated by this Agreement and has had an opportunity to ask questions of and receive answers from the performance by Company and, alone or together with the Holder’s advisors, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Holder’s investment in the Exchange Securities. (d) The Holder understands and acknowledges that the Company has requested that additional holders of its agreements derivative securities, including warrant and obligations hereunder convertible debentures holders, convert such securities under terms similar to the terms provided in this Agreement. Accordingly, the Holder acknowledges that upon consummation of this transaction, there may be additional shares of common stock or convertible debt outstanding. (e) The Holder is acquiring the Exchange Securities for investment for the Holder’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. The Holder further represents that it will not result in violate the Act and does not have any breach or violation of or be in conflict with or constitute a default under any term of any agreementcontract, judgmentundertaking, injunction, order, decree, law, regulation agreement or arrangement with any person or entity to which sell, transfer or grant participation to such person or entity or to any third person or entity with respect to the Exchange Securities. (f) The Holder understands and acknowledges that the Company has a limited financial and operating history and that an investment in the Company is a party or by which highly speculative and involves substantial risks. The Holder (or any can bear the economic risk of such investment and is able, without impairing the Holder’s assets) are boundfinancial condition, except to hold the Exchange Securities for any such breach, violation, conflict or default which, individually or an indefinite period of time and to suffer a complete loss of the Holder’s investment. The Holder has read and understands the business and operations of the Company including the risks set forth in the aggregateForm 10-K Annual Report for the year ended March 31, would not impair or adversely affect Holder’s ability to perform its obligations under this Agreement or render inaccurate any of 2013 as filed with the representations made by Holder hereinSecurities and Exchange Commission on July 1, 2013, the Form 10-Q Quarterly Report for the quarter ended December 31, 2013 as filed with the Securities and Exchange Commission on February 14, 2014 and all other reports filed with the Securities and Exchange Commission since February 14, 2014.

Representations and Warranties of Holder. (a) Each Holder hereby severally and not jointly represents and warrants to the Company Parent and Merger Subsidiary as follows: (a) As of the date of this Agreement: (i) such Holder is the record and beneficial or record owner (as defined in Rule 13d-3 of the shares 1000 Xxx) of Common Stock and/or Warrants the number of Shares indicated opposite such Holder’s name on the signature page of this Agreement Schedule 1; (ii) such Holder has good and marketable title to such Shares free and clear of any Liens (other than Permitted Liens); (iii) such Holder has sole unrestricted voting power with respect to such Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrancesof the matters set forth in this Agreement, in each case with respect to all of such Holder’s Shares; and (iv) except as set forth in the Company SEC Documents, none of the Shares is subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares to the extent such Shares have voting rights, except as contemplated by this Agreement. Except for any New Shares, the number of Shares indicated opposite such Holder’s name on Schedule 1 are the only equity interests in the Company beneficially owned (as defined in Rule 13d-3 of the 1000 Xxx) or owned of record by such Holder as of the date of this Agreement. (b) Such Holder is duly organized and validly existing in good standing under the laws of the jurisdiction in which it is incorporated or constituted. The consummation of the Transactions contemplated by this Agreement are within such Holder’s entity power and have been duly authorized by all necessary entity actions on the part of such Holder. Such Holder has all requisite power and authority to execute and deliver, and perform its obligations under, this Agreement and to consummate the Transactions contemplated by this Agreement; (c) This Agreement has been duly and validly executed and delivered by such Holder. Assuming the due authorization, execution and delivery by Parent and Merger Subsidiary of this Agreement, this Agreement constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms, except as enforcement may be limited by 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. (d) The execution and delivery of this Agreement by such Holder does not, and the performance by such Holder of its obligations under this Agreement will not: (i) violate any Applicable Law applicable to such Holder or such Holder’s Shares, (ii) except as may be required by the rules and regulations of Nasdaq, the 1933 Act, the 1934 Act and Applicable Laws, including securities laws, require any consent, approval, order, authorization or other action by, or filing with or notice to, any Person (including any Governmental Authority) under, or constitute a default (with or without the giving of notice or the lapse of time or both) under, any Contract, trust, order, judgment, writ, stipulation, settlement, award, or decree binding on such Holder, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration (including any acceleration payments) or cancellation (in each case, with or without notice or lapse of time or both) under any Contract to which the Holder or any Affiliate thereof is a party, or by which they or any of their respective properties or assets may be bound or affected or (iv) violate any provision of any charter, bylaw or other organizational document of such Holder, in case of each of clauses (i), (ii) and (iii), except as would not reasonably be expected to have a material adverse effect on the ability of such Holder to perform its obligations under this Agreement. (e) To the knowledge of such Holder, as of the date hereof, there is no Claim pending against, or threatened in writing against such Holder or any of such Holder’s properties as assets (including the Shares) that would impair or adversely affect reasonably be expected to have a material adverse effect on such Holder’s ability to perform its obligations under this Agreement; (ii) Holder has full power and authority to make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 2; and (iii) this Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms. Holder agrees to notify the Company promptly of any proposed transfers of any shares of Common Stock or any Warrants. (bf) As Such Holder understands and acknowledges that Parent and Merger Subsidiary are entering into the Merger Agreement in reliance upon such Holder’s execution, delivery and performance of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Holder has full legal power, authority and right to vote all of shares of Common Stock then owned of record or beneficially by Holder without the consent or approval of, or any other action on the part of, any other person. Without limiting the generality of the foregoing, Holder has not entered into any voting agreement (other than this Agreement) with any person with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), deposited such shares of Common Stock or any Warrants (or any of the shares of Common Stock underlying any Warrants) in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Holder’s legal power, authority or right to vote any shares of Common Stock on any matter. (cg) The execution and delivery No broker, finder, investment banker or financial advisor is entitled to any brokerage, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, from the Company in connection with such Holder tendering its Shares pursuant to this Agreement and the performance by Holder of its agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Holder is a party or by which Holder (or any of Holder’s assets) are bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect Holder’s ability to perform its obligations under this Agreement or render inaccurate any of the representations based on arrangements made by or on behalf of such Holder hereinin in its capacity as such.

Representations and Warranties of Holder. Holder (aand the individual signing hereby on behalf of or as the Holder) Holder hereby represents and warrants to the Company as follows: that: a. Holder (iand such signatory) Holder is the beneficial or record owner of the shares of Common Stock and/or Warrants indicated on the signature page of this Agreement free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances, in each case that would impair or adversely affect Holder’s ability to perform its obligations under this Agreement; (ii) Holder has full power right, power, legal capacity and authority to make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 2transactions contemplated hereby; that the execution, delivery and (iii) performance of this Agreement has been duly and validly executed approved and delivered authorized by Holder Holder; and that this Agreement constitutes a valid and legally binding agreement obligation of Holder Holder, enforceable against Holder in accordance with its terms. Holder agrees to notify the Company promptly of any proposed transfers of any shares of Common Stock or any Warrants. b. Holder has good and valid title to, xxx xxxx all right, title and interest (blegal and beneficial) As of in, the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by Cancelled Right being cancelled pursuant to this Agreement, Holder has full legal powerfree and clear of all assignments, authority pledges, security interests, hypothecations, encumbrances and right other liens (“Liens”). c. Upon payment by ACBP or GABC pursuant to vote all of shares of Common Stock then owned of record or beneficially by Holder without the consent or approval of, or any other action on the part of, any other person. Without limiting the generality this Agreement of the foregoingCancellation Payment, the Cancelled Right shall be cancelled, free and clear of all Liens. d. Holder had a fair opportunity prior xx xxx Xxosing Date to review the proxy statement/prospectus mailed by ACBP to all holders of ACBP common stock on or about , 2010, and acknowledges that a copy of such document has not entered into any voting agreement (other than this Agreement) with any person with respect been provided to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), granted any person any proxy (revocable or irrevocable) or power of attorney with respect Holder a reasonable time prior to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), deposited such shares of Common Stock or any Warrants (or any of the shares of Common Stock underlying any Warrants) in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Holder’s legal power, authority or right to vote any shares of Common Stock on any matter. (c) The execution and delivery of this Agreement Agreement. e. Holder had a fair opportunity, at Hoxxxx’x xxpense, to the extent that Holder has or had desired to do so, to consult with legal, financial and the performance by Holder of its agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Holder is a party or by which Holder (or any tax advisors of Holder’s assets) are boundchoice concerning the legal, except for financial, and tax implications of signing and delivering this Agreement and receiving the Cancellation Payment in respect of the Cancelled Right (as distinguished from exercising the Cancelled Right prior to the Effective Time in accordance with its terms or taking any other action in respect of the Cancelled Right), and of signing and delivering this Agreement prior to the date that is the Closing Date of the Merger as part of a Cancellation at Closing (as distinguished from a Cancellation by Operation of Merger), and acknowledges that neither GABC nor ACBP has advised the Holder concerning any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect Holder’s ability to perform its obligations under this Agreement or render inaccurate any of the representations made by Holder hereinimplications.

Representations and Warranties of Holder. (a) Holder hereby represents and warrants to the Company as follows: (i) Holder is the beneficial or record owner of the shares of Common Stock and/or Warrants indicated on the signature page of this Agreement free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances, in each case that would impair or adversely affect Holder’s ability to perform its obligations under this Agreement; (ii) that: 2.1 Holder has full power and the authority to make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 2; and (iii) when this Agreement has been duly and validly is executed and delivered by Holder and constitutes delivered, it shall constitute a legal, valid and binding agreement of Holder obligation, enforceable against Holder in accordance with its terms. Holder agrees to notify the Company promptly of any proposed transfers of any shares of Common Stock or any Warrants. (b) As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Holder has full legal power, authority and right to vote all of shares of Common Stock then owned of record or beneficially by Holder without the consent or approval of, or any other action on the part of, any other person. Without limiting the generality of the foregoing, Holder has not entered into any voting agreement (other than this Agreement) with any person with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), deposited such shares of Common Stock or any Warrants (or any of the shares of Common Stock underlying any Warrants) in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Holder’s legal power, authority or right to vote any shares of Common Stock on any matter. (c) 2.2 The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by Holder of its agreements and obligations hereunder will not any material agreement or instrument to which he is a party, or by which he or any of his properties or assets are bound, or result in any breach or a violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, lawor judgment of any court or governmental agency having jurisdiction over him or his properties, regulation will not conflict with, constitute a default under, or arrangement result in the breach of, any contract, agreement, or other instrument to which Holder he is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by which him of his obligations hereunder. (i) Holder understands and acknowledges that the Securities being offered and sold to him hereunder are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act and (iii) the availability of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness of, the foregoing representations and Holder hereby consents to such reliance. 2.4 Holder is acquiring the Securities for his own account for investment purposes only and not with a view to or for distributing or reselling such Securities, or any of part thereof or interest therein, without prejudice, however, to such Holder’s assets) are boundright, except for subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such breachSecurities in compliance with applicable United States securities laws. 2.5 Holder, violationeither alone or together with his representatives, conflict or default whichhas such knowledge, individually or sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the aggregateSecurities, would not impair or adversely affect Holder’s ability and has so evaluated the merits and risks of such investment; Holder understands that an investment in the Securities involves a “high degree” of risk. 2.6 Holder is able to perform its obligations under this Agreement or render inaccurate any bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. 2.7 Holder acknowledges that all of the representations made by certificates for the Securities will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such Securities are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom. 2.8 Holder hereinacknowledges and agrees that the Company may place stop transfer orders with its transfer agent with respect to the Casablanca Shares. 2.9 As of the date hereof, Holder is the record and beneficial owner of the Original Note, free and clear of any liens or encumbrances, and Holder has not transferred or assigned the Note to any person or entity.

Representations and Warranties of Holder. Holder represents and warrants to and agrees with the Company and Buyer as follows: (a) Holder hereby represents is an “Accredited Investor”, as that term is defined in Rule 501(d) under Regulation D promulgated by the Securities and warrants to Exchange Commission (the Company as follows: “SEC”) under the Securities Act, by virtue of satisfying the requirements of one or more of the requirements of items 1 through 7 set forth on Exhibit A attached hereto. (ib) Holder is understands and acknowledges that the beneficial or record owner Buyer Common Shares to be issued to Holder upon consummation of the shares Merger in exchange for Holder’s Company Common Units and Phantom Units, if any (the “Subject Shares”), at the time of Common Stock and/or Warrants indicated on issuance, will not have been registered with the signature page of this Agreement free SEC under the Securities Act and clear shall bear an appropriate restrictive legend. Holder further understands and acknowledges that any sale, transfer or disposition by Holder of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances, of such Buyer Common Shares may be made only in each case that would impair or adversely affect Holder’s ability to perform its obligations under this Agreement; (ii) Holder has full power and authority to make, enter into and carry out accordance with the terms of this Agreement and (i) pursuant to grant an effective registration statement under the irrevocable proxy as set forth Securities Act and in Section 2; and compliance with state securities laws or (iiiii) this Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms. Holder agrees Rule 144 or another exemption under the Securities Act and exemptions under applicable state securities laws, and that in connection with any such transfer, Buyer may require an opinion of counsel reasonably satisfactory to notify Buyer to the Company promptly of any proposed transfers of any shares of Common Stock effect that such sale, transfer or any Warrants. (b) As disposition is exempt from the registration requirements of the date hereof Securities Act and for so long as this Agreement remains applicable state securities laws. Buyer has agreed to register the Subject Shares under the Securities Act by filing a resale registration statement with the SEC under the Securities Act (the “Buyer Registration Statement”) in effect, except for this Agreement or as otherwise permitted by this Agreement, Holder has full legal power, authority accordance with and right subject to vote all of shares of Common Stock then owned of record or beneficially by Holder without the consent or approval of, or any other action on the part of, any other person. Without limiting the generality Section 6.14 of the foregoing, Holder has not entered into any voting agreement (other than this Merger Agreement) with any person with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), deposited such shares of Common Stock or any Warrants (or any of the shares of Common Stock underlying any Warrants) in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Holder’s legal power, authority or right to vote any shares of Common Stock on any matter. (c) The execution Subject Shares, when issued to Holder upon consummation of the Merger, will be acquired by Holder for Holder’s own account, and delivery not for the account of this others or with a view to resale, except pursuant to an exemption from registration under the Securities Act and applicable state securities laws or pursuant to the Buyer Registration Statement. (d) Holder has been furnished with all information requested by Holder relating to Buyer and the Merger, and Holder has been afforded the opportunity to ask questions concerning the terms and conditions of the Merger Agreement, the Merger and Buyer. Holder understands that no United States federal or state agency, and no agency of any kind in any jurisdiction has passed upon the Buyer Common Shares to be issued in the Merger or made any finding or determination as to the merits or fairness of an investment in the Buyer Common Shares. (e) Holder has consulted, to the extent deemed appropriate by Holder, with Holder’s own advisers as to the financial, tax, legal, regulatory and related matters concerning the receipt of the Buyer Common Shares in the Merger and on that basis understands the financial, legal, tax, regulatory and related consequences of receipt and ownership of the Buyer Common Shares. (f) Holder acknowledges receipt of copies of the Merger Agreement and the performance by Holder of its agreements Escrow Agreement and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Holder is a party or by which represents that Holder (or any i) has read and understands the terms of the Merger Agreement and Escrow Agreement, and (ii) has had the opportunity and has been encouraged to review and discuss with Holder’s assetsown legal and other advisors the Merger Agreement and Escrow Agreement. Holder agrees to be bound by, and comply with, the terms of the Merger Agreement and Escrow Agreement that are applicable to, affect the rights of, or impose liabilities on a Participating Holder. (g) are boundInvestor is currently a “U.S. Person,” as defined in Regulation S of the Securities Act. (h) If Investor is lawfully married and Investor’s address or the permanent residence of Investor’s spouse or domestic partner is currently located in a community property jurisdiction, except for or the Investor and Investor’s spouse have at any such breachtime resided in a community property jurisdiction during the course of their marriage and while Investor owned any Equity Interests, violation, conflict Investor’s spouse or default which, individually or domestic partner shall execute and deliver on the Effective Date the Consent in the aggregate, would not impair or adversely affect Holder’s ability to perform its obligations under this Agreement or render inaccurate any form of the representations made by Holder hereinExhibit B attached hereto.

Representations and Warranties of Holder. (a) Holder hereby represents and warrants to the Company Acquirer as follows: : 2.1 Holder has (ia) prior to entering into this Support Agreement, received a copy of the Merger Agreement and familiarized himself, herself or itself with the terms and conditions contained therein, including provisions relating to post-closing adjustments to the Merger Consideration, the payment and allocation of the consideration to be paid to the Holders, the indemnification obligations of a Company Stockholder and an Indemnifying Party, the withholding of the Expense Fund Amount and the creation of the Expense Fund, if any, the appointment of the Stockholder Representative to perform the functions on behalf of Holder as set forth in the Merger Agreement and the indemnification of the Stockholder Representative and the withholding of the Expense Fund and the creation of the Expense Fund in accordance with Section 2.3(i) of the Merger Agreement and (b) not otherwise relied on any Person (other than Holder’s personal attorney, tax or financial advisor) in connection with his, her or its 2.2 Holder is the beneficial or record owner of, or exercises voting power over, that number of the shares of Common Stock and/or Warrants indicated Shares forth on the signature page hereto. The Shares constitute Holder’s entire interest in the outstanding shares of Company Capital Stock and Company Options and Holder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of Company Capital Stock or Company Options. Except as provided in the Related Agreements, Holder has the sole right to vote and execute stockholder written consents and sole power of disposition and sole power to agree and to issue instructions with respect to all Shares and the other matters contemplated herein, with no restrictions on Holder’s right and powers of voting or disposition pertaining thereto and no person not a signatory to this Support Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Holder is a partnership or a limited liability company, the rights and interest of Persons that own partnership interests or units in Holder under the partnership agreement or operating agreement governing Holder and applicable partnership or limited liability company law). The Shares are and will be at all times up until the Expiration Time free and clear of any and all pledgessecurity interests, liens, security interests, mortgage, claims, charges, restrictionspledges, options, title defects or encumbrancesrights of first refusal, in each case co-sale rights, agreements, limitations on Holder’s voting rights, charges and other encumbrances of any nature that would impair or could adversely affect the Merger, the Merger Agreement or the exercise or fulfillment of the rights and obligations of the Company, Acquirer, Merger Subs or Holder under this Support Agreement or the Merger Agreement. Holder’s ability to perform its obligations under this Agreement; (ii) Holder has full power and authority to make, enter into and carry out the terms principal residence or place of this Agreement and to grant the irrevocable proxy as business is set forth in Section 2; on the signature page hereto. As used herein, the term “Expiration Time” shall mean the earliest occurrence of (a) the Effective Time, (b) the date and (iii) this time of the valid termination of the Merger Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder enforceable against Holder in accordance with its terms, (c) such date and time designated by Acquirer in a written notice to Holder, and (d) termination of this Support Agreement by mutual consent of the parties thereto. If Holder agrees to notify is a corporation, limited partnership or limited liability company, Holder is an entity duly organized, validly existing and, where applicable, in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted. Any shares of Company Capital Stock, Company Options, or other securities of the Company promptly of any proposed transfers of any shares of Common Stock that Holder purchases or any Warrants. (b) As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Holder has full legal power, authority and right to vote all of shares of Common Stock then owned of record or beneficially by Holder without the consent or approval of, or any other action on the part of, any other person. Without limiting the generality of the foregoing, Holder has not entered into any voting agreement (other than this Agreement) with any person with respect to which Holder otherwise acquires beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) after the Effective Date and prior to the Expiration Time, including by reason of any shares stock split, stock dividend, reclassification, recapitalization or other similar transaction or pursuant to the exercise of Common Stock options or any Warrants (or any shares of Common Stock underlying any Warrants), granted any person any proxy (revocable or irrevocable) or power of attorney with respect warrants to any shares of Common Stock or any Warrants (or any shares of Common Stock underlying any Warrants), deposited purchase such shares (collectively, the “New Shares”) shall be subject to the terms and conditions of Common Stock or any Warrants (or any this Support Agreement to the same extent as if such New Shares comprised a portion of the shares of Common Stock underlying any Warrants) in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Holder’s legal power, authority or right Shares and shall be deemed to vote any shares of Common Stock on any matter. (c) The execution and delivery of this Agreement and the performance by Holder of its agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Holder is a party or by which Holder (or any of Holder’s assets) are bound, except for any such breach, violation, conflict or default which, individually or included in the aggregate, would not impair or adversely affect Holder’s ability to perform its obligations under this Agreement or render inaccurate any of Shares for the representations made by Holder hereinpurposes hereof.