Common use of Representations and Warranties of Shareholder Clause in Contracts

Representations and Warranties of Shareholder. 5.1 As of the date hereof (except with respect to permitted transferees that are not parties to this Agreement as of the date hereof) and as of the Closing Date, Shareholder (including any permitted transferee under Section 2.1) hereby represents and warrants to Buyer that: (a) Shareholder is the owner of the number and type of issued and outstanding Securities set forth on Exhibit A attached hereto, with full power to vote or direct the voting of the Shares set forth on Exhibit A for and on behalf of all beneficial owners of such Shares. (b) Shareholder holds all of the Securities set forth in Exhibit A free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances other than as provided in this Agreement. (c) Shareholder does not own beneficially or of record any Securities other than those set forth on Exhibit A attached hereto. (d) Shareholder has the legal capacity and full power and authority to make, enter into, deliver and carry out the terms of this Agreement and the Proxy. (e) This Agreement constitutes a valid and binding obligation of Shareholder, and each of this Agreement and the Proxy are enforceable against Shareholder in accordance with their respective terms. (f) The execution and delivery by Shareholder of this Agreement and the Proxy, and performance by Shareholder of this Agreement, will not conflict with or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under, the constitutional documents of Shareholder (if an entity) or any agreement, proxy or other instrument to which Shareholder is a party or by which Shareholder or the Securities set forth on Exhibit A are bound. (g) No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. (h) Shareholder has not deposited and has not permitted any entity under Shareholder’s control to deposit any Shares held by Shareholder or such entity in a voting trust or subject any Shares held by Shareholder or such entity to any arrangement or agreement with respect to the voting of such Shares, except for any of the foregoing that would not conflict with the terms of this Agreement and the Proxy. 5.2 Shareholder hereby gives any consent or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement to which Shareholder is a party or pursuant to any rights Shareholder may have.

Representations and Warranties of Shareholder. 5.1 As of the date hereof (except with respect to permitted transferees that are not parties to this Agreement as of the date hereof) and as of the Closing Date, Shareholder (including any permitted transferee under Section 2.1) hereby represents and warrants to Buyer Parent and Merger Subsidiary that: (a) Shareholder Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the owner of the number and type of issued and outstanding Securities set forth on Exhibit A attached hereto, with full power to vote or direct the voting Exchange Act) all of the Shares set forth on Exhibit A for free and on behalf clear of all beneficial owners Liens and except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of such any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Shares and there are no voting trusts or voting agreements with respect to the Shares. (b) Shareholder holds all does not beneficially own any shares of Parent Common Stock other than (i) the Securities Shares and (ii) any options, warrants or other rights to acquire any additional shares of Parent Common Stock or any security exercisable for or convertible into shares of Parent Common Stock, set forth in Exhibit A free and clear on the signature page of any liensthis Agreement (collectively, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances other than as provided in this Agreement“Options”). (c) Shareholder does not own beneficially or of record any Securities other than those set forth on Exhibit A attached hereto. (d) Shareholder has the legal capacity and full power and authority and legal capacity to make, enter into, execute and deliver and carry out the terms of this Agreement and the Proxy. (e) to perform fully Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a the legal, valid and binding obligation of Shareholder, and each of this Agreement and the Proxy are enforceable against Shareholder in accordance with their respective its terms. (fd) The None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of this Agreement and the Proxy, and performance transactions contemplated hereby or compliance by Shareholder with any of this Agreement, the provisions hereof will not conflict with or result in any violation of a breach, or constitute a default under (with or without notice or of lapse of time, time or both)) under any provision of, or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under, the constitutional documents of Shareholder (if an entity) or any trust agreement, proxy loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or law applicable to which Shareholder is a party or by which Shareholder or the Securities set forth on Exhibit A are boundto Shareholder’s property or assets. (ge) No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority Governmental Authority or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. (h) Shareholder has not deposited and has not permitted any entity under Shareholder’s control to deposit any Shares held by Shareholder or such entity in a voting trust or subject any Shares held by Shareholder or such entity to any arrangement or agreement with respect to the voting of such Shares, except for any of the foregoing that would not conflict with the terms of this Agreement and the Proxy. 5.2 Shareholder hereby gives any consent or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement to which Shareholder is a party or pursuant to any rights Shareholder may have.

Representations and Warranties of Shareholder. 5.1 As of the date hereof (except with respect to permitted transferees that are not parties to this Agreement as of the date hereof) and as of the Closing Date, Shareholder (including any permitted transferee under Section 2.1) hereby represents and warrants to Buyer that: (a) Shareholder is the owner of the number and type of issued and outstanding Securities set forth on Exhibit A attached heretoParent as follows: AUTHORIZATION, with full power to vote or direct the voting of the Shares set forth on Exhibit A for and on behalf of all beneficial owners of such Shares. (b) Shareholder holds all of the Securities set forth in Exhibit A free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances other than as provided in this Agreement. (c) Shareholder does not own beneficially or of record any Securities other than those set forth on Exhibit A attached hereto. (d) ETC. Shareholder has the legal absolute and unrestricted right, power, authority and capacity to execute and full power and authority to make, enter into, deliver and carry out the terms of this Agreement and the Proxy. (e) This Agreement constitutes a valid and binding obligation of Shareholder, and each of this Voting Agreement and the Proxy are and to perform his obligations hereunder and thereunder. This Voting Agreement and the Proxy have been duly executed and delivered by Shareholder and constitute legal, valid and binding obligations of Shareholder, enforceable against Shareholder in accordance with their respective terms. , subject to (fi) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. NO CONFLICTS OR CONSENTS The execution and delivery by Shareholder of this Voting Agreement and the ProxyProxy by Shareholder do not, and the performance of this Voting Agreement and the Proxy by Shareholder of this Agreement, will not not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Shareholder or by which he or any of his properties is or may be bound or affected; or (ii) result in any violation of or default under constitute (with or without notice or lapse of time, ) any breach of or both)default under, or give rise to a any other Person (with or without notice or lapse of time) any right of termination, cancellationamendment, modification acceleration or acceleration cancellation of, or result (with or without notice or lapse of time) in the creation of any obligation encumbrance or loss restriction on any of the Subject Securities pursuant to any benefit under, the constitutional documents of Shareholder (if an entity) or any agreement, proxy or other instrument contract to which Shareholder is a party or by which Shareholder or the Securities set forth on Exhibit A are bound. (g) No consent, approval any of his affiliates or authorization of, properties is or designation, declaration may be bound or filing with, any governmental authority or other Person on the part of Shareholder is required in connection with the valid affected. The execution and delivery of this Agreement. (h) Shareholder has not deposited and has not permitted any entity under Shareholder’s control to deposit any Shares held by Shareholder or such entity in a voting trust or subject any Shares held by Shareholder or such entity to any arrangement or agreement with respect to the voting of such Shares, except for any of the foregoing that would not conflict with the terms of this Voting Agreement and the Proxy. 5.2 Proxy by Shareholder hereby gives do not, and the performance of this Voting Agreement and the Proxy by Shareholder will not, require any consent or waivers that are reasonably required for the consummation of the Merger under the terms approval of any agreement to which Shareholder is a party or pursuant to any rights Shareholder may havePerson.

Representations and Warranties of Shareholder. 5.1 As of the date hereof (except with respect to permitted transferees that are not parties to this Agreement as of the date hereofa) and as of the Closing Date, Each Shareholder (including any permitted transferee under Section 2.1) hereby represents and warrants to Buyer that: Purchaser as of the date of this Agreement as follows: (ai) Shareholder is the beneficial or record owner of the number and type shares of issued and outstanding Securities set forth Company Common Stock indicated on Exhibit A attached hereto, with full power to vote or direct the voting signature page of the Shares set forth on Exhibit A for and on behalf of all beneficial owners of such Shares. (b) Shareholder holds all of the Securities set forth in Exhibit A free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances other than as provided in this Agreement. ; (cii) Shareholder does not beneficially own beneficially or any securities of record any Securities the Company other than those (x) the shares of Company Common Stock, Company options and Company warrants set forth on Exhibit A attached hereto. the signature page of this Agreement and (dy) any Company Common Stock beneficially owned under any compensation plan of the Company; (iii) Shareholder has the legal capacity and full power and authority to make, enter into, deliver into and carry out the terms of this Agreement; and (iv) this Agreement has been duly and the Proxy. (e) This Agreement validly executed and delivered by Shareholder and constitutes a valid and binding obligation agreement of ShareholderShareholder enforceable against such Shareholder in accordance with its terms. (b) Except for this Agreement or as otherwise permitted by this Agreement, Shareholder has full legal power, authority and each right to vote or to direct the voting of all of the Shares then owned of record or beneficially as described in this Agreement, without the consent or approval of, or any other action on the part of, any other Person. Without limiting the generality of the foregoing, Shareholder has not entered into any voting agreement (other than this Agreement) with any Person with respect to any of the Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust, or entered into any arrangement or agreement with any Person limiting or affecting his legal power, authority or right to vote the Shares on any matter. (c) The execution and delivery of this Agreement and the Proxy are enforceable against Shareholder in accordance with their respective terms. (f) The execution and delivery by Shareholder of this Agreement and the Proxy, and performance by Shareholder of this Agreement, his or her agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or result in any violation of or constitute a default under (with or without notice or lapse any term of time, or both), or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under, the constitutional documents of Shareholder (if an entity) or any agreement, proxy judgment, injunction, order, decree, law, regulation or other instrument arrangement to which Shareholder is a party or by which Shareholder (or the Securities set forth on Exhibit A are any of his or her assets) is bound. (g) No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. (h) Shareholder has not deposited and has not permitted any entity under Shareholder’s control to deposit any Shares held by Shareholder or such entity in a voting trust or subject any Shares held by Shareholder or such entity to any arrangement or agreement with respect to the voting of such Shares, except for any of the foregoing that would not conflict with the terms of this Agreement and the Proxy. 5.2 Shareholder hereby gives any consent or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement to which Shareholder is a party or pursuant to any rights Shareholder may have.

Representations and Warranties of Shareholder. 5.1 As of the date hereof (except with respect to permitted transferees that are not parties to this Agreement as of the date hereof) and as of the Closing Date, Shareholder (including any permitted transferee under Section 2.1) hereby represents and warrants to Buyer thatParent as follows: (a) At the Effective Time, Shareholder is will be the sole record and beneficial owner of, and will have, good and valid title to, the Shares, free and clear of any Liens, except for any Liens arising hereunder. At the number and type of issued and outstanding Securities set forth on Exhibit A attached heretoEffective Time, with full Shareholder will have the power to vote or direct the voting vote, dispose of and otherwise Transfer the Shares set forth on Exhibit A for and on behalf without the approval, consent or other action of all beneficial owners of such Sharesany person. (b) Shareholder holds all of the Securities set forth in Exhibit A free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances other than as provided in this Agreement. (c) Shareholder does not own beneficially or of record any Securities other than those set forth on Exhibit A attached hereto. (d) Shareholder has the legal capacity and full power and authority to makeexecute and deliver this Agreement, enter into, deliver to perform his obligations hereunder and carry out to consummate the terms of this Agreement and transactions contemplated hereby. No action or proceeding is necessary to authorize the Proxy. (e) This Agreement constitutes a valid and binding obligation of Shareholder, and each of this Agreement and the Proxy are enforceable against Shareholder in accordance with their respective terms. (f) The execution and delivery by Shareholder of this Agreement and the Proxyconsummation by Shareholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Shareholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. (c) The execution, delivery and performance by Shareholder of this Agreement, Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Shareholder or any of his properties; or (ii) conflict with, or result in any violation the breach or termination of or constitute a default under (with or without the giving of notice or the lapse of time, time or both)) under, or give rise to a any right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under, the constitutional documents to which Shareholder is entitled under any provision of Shareholder (if an entity) or any agreement, proxy contract, license or other instrument binding upon Shareholder or any of his properties, or allow the acceleration of the performance of any obligation of Shareholder under any indenture, mortgage deed of trust, lease, license, contract, instrument or other agreement to which Shareholder is a party or by which Shareholder Shareholder, his assets or properties is subject or bound, other than such contraventions, conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to prevent, delay or impair Shareholder's ability to consummate the Securities set forth on Exhibit A are boundtransactions contemplated by this Agreement. (gd) No consentThe execution, approval delivery and performance by Shareholder of this Agreement and the consummation of the transactions contemplated hereby by Shareholder require no filings, notices, declarations, consents or authorization ofother actions to be made by Shareholder with, nor are any approvals or designation, declaration other confirmations or filing withconsents required to be obtained by Shareholder from, any governmental authority or other Person authority. (e) Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance on the part of Shareholder is required in connection with the valid Shareholder's execution and delivery of this Agreement. (h) Shareholder has not deposited and has not permitted any entity under Shareholder’s control to deposit any Shares held by Shareholder or such entity in a voting trust or subject any Shares held by Shareholder or such entity to any arrangement or agreement with respect to the voting of such Shares, except for any of the foregoing that would not conflict with the terms of this Agreement and the Proxy. 5.2 Shareholder hereby gives any consent or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement to which Shareholder is a party or pursuant to any rights Shareholder may have.

Representations and Warranties of Shareholder. 5.1 As of the date hereof (except with respect to permitted transferees that are not parties to this Agreement as of the date hereof) and as of the Closing Date, Shareholder (including any permitted transferee under Section 2.1) hereby represents and warrants to Buyer thatITC as follows: (a) On the date hereof, Shareholder is the owner a record holder of the number and type shares of issued and outstanding Securities Company Common Stock set forth on Exhibit A attached the signature page hereto. On the date hereof, with full power to vote or direct the voting such shares constitute all of the Shares set forth on Exhibit A for and on behalf shares of all beneficial owners Company Common Stock owned of such Sharesrecord by Shareholder. On the date hereof, there are no outstanding options or other rights to acquire from Shareholder, or obligations of Shareholder to sell, any shares of Company Common Stock. (b) Shareholder holds all of the Securities set forth in Exhibit A free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances other than as provided in this Agreement. (c) Shareholder does not own beneficially or of record any Securities other than those set forth on Exhibit A attached hereto. (d) Shareholder has the legal capacity and full capacity, power and authority to make, enter into, deliver into and carry out the terms perform all of Shareholder's obligations under this Agreement and the Proxy. (e) Agreement. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding obligation agreement of Shareholder, and each of this Agreement and the Proxy are enforceable against Shareholder in accordance with their respective its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. (fc) The Except for any applicable filings under federal and state securities laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is required to be made or obtained by Shareholder for the execution of this Agreement by Shareholder or compliance by Shareholder with the provisions hereof. Neither the execution and delivery by Shareholder of this Agreement and the Proxy, and performance by Shareholder of this Agreement, nor the compliance by Shareholder with the provisions hereof will not conflict with or (i) result in any a violation of or default under breach of, or constitute (with or without notice or lapse of time, time or both), ) a default (or give rise to a any third party right of termination, cancellation, modification acceleration, redemption or acceleration purchase) under any of the terms, conditions or provisions of any obligation or loss note, bond, mortgage, indenture, deed of any benefit undertrust, the constitutional documents of Shareholder (if an entity) or any agreementlicense, proxy lease, agreement or other instrument or obligation to which Shareholder is a party or by which Shareholder or any of Shareholder's properties or assets is bound, or (ii) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to Shareholder or any of Shareholder's properties or assets. (d) Except as permitted by this Agreement, the Securities shares of Company Common Stock set forth on Exhibit A the signature page hereto are boundheld by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all mortgages, claims, charges, liens, security interests, pledges, options, proxies, voting trusts or agreements ("Encumbrances"), except for any such Encumbrances arising hereunder. (ge) No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or other Person on Shareholder understands and acknowledges that ITC is entering into the part of Shareholder is required Asset Purchase Agreement in connection with the valid reliance upon Shareholder's concurrent execution and delivery of this Agreement. (h) Shareholder has not deposited and has not permitted any entity under Shareholder’s control to deposit any Shares held by Shareholder or such entity in a voting trust or subject any Shares held by Shareholder or such entity to any arrangement or agreement with respect to the voting of such Shares, except for any of the foregoing that would not conflict with the terms of this Agreement and the Proxy. 5.2 Shareholder hereby gives any consent or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement to which Shareholder is a party or pursuant to any rights Shareholder may have.

Representations and Warranties of Shareholder. 5.1 As of the date hereof (except with respect to permitted transferees that are not parties to this Agreement as of the date hereof) and as of the Closing Date, Shareholder (including any permitted transferee under Section 2.1) hereby represents and warrants to Buyer thatBudget as follows: (a) Shareholder has all necessary power, capacity and authority to enter into this Agreement and is the sole beneficial owner of the number Shareholder's Shares. Shareholder has good and type valid title to Shareholder's Shares, free and clear of issued any and outstanding Securities set forth on Exhibit A attached heretoall claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except as specifically provided by this Agreement, none of Shareholder's Shares is subject to any proxy, voting trust or other agreement or arrangement with full power respect to vote or direct the voting of Shareholder's Shares. Shareholder's Shares are validly issued and outstanding, fully paid and non-assessable with no personal liability attaching to the Shares set forth on Exhibit A for and on behalf of all beneficial owners of such Sharesownership thereof. (b) Shareholder holds all of the Securities set forth in Exhibit A free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances other than as provided in this Agreement. (c) Shareholder does not own beneficially or of record any Securities other than those set forth on Exhibit A attached hereto. (d) Shareholder has the legal capacity and full power and authority to make, enter into, deliver and carry out the terms of this Agreement and the Proxy. (e) This Agreement has been duly authorized, executed and delivered by Shareholder and constitutes a the valid and binding obligation agreement of Shareholder, and each of this Agreement and the Proxy are enforceable against Shareholder in accordance with their respective its terms. (fc) The execution execution, delivery and delivery by Shareholder performance of this Agreement and the Proxyconsummation of the transactions contemplated hereby will not, and performance by Shareholder of this Agreement, will not conflict with or result in any violation without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under (with or without notice or lapse of timeunder, or both), or give rise to a right of termination, cancellation, modification or acceleration of any obligation or result in the loss of any benefit under, or permit the constitutional documents acceleration of Shareholder (if an entity) or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, proxy understanding, mortgage, lien, lease, instrument, order, award, judgment or other instrument decree to which Shareholder is a party or by which Shareholder she or the Securities set forth on Exhibit A any of her assets or Shareholder's Shares are boundbound or subject. (gd) No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or other Person on Neither the part of Shareholder is required in connection with the valid execution and delivery of this Agreement, nor the performance by Shareholder of Shareholder's obligations hereunder, will violate any provision of law applicable to Shareholder. (he) Shareholder has not deposited and has not permitted No investment banker, broker or finder is entitled to any entity under Shareholder’s control to deposit any Shares held by Shareholder commission or such entity fee in a voting trust respect of this Agreement or subject any Shares held by Shareholder or such entity to the Merger Agreement based upon any arrangement or agreement made by or on behalf of Shareholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon the designated proxy or its substitute all of the voting power of Shareholder's Shares under law and Company's Articles of Incorporation and Bylaws with respect to the voting of such Shares, except for any of matters specified in Section 3 hereof until the foregoing that would not conflict with the terms of this Agreement and the ProxyTermination Date. 5.2 Shareholder hereby gives any consent or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement to which Shareholder is a party or pursuant to any rights Shareholder may have.

Representations and Warranties of Shareholder. 5.1 As Shareholder hereby represents and warrants to the Company as follows: a. Schedule A lists all Shares and other equity interests owned of record or beneficially by Shareholder in the date hereof (except with respect to permitted transferees that are not parties to this Agreement Company as of the date hereof) . Schedule A lists all options, warrants and other securities convertible into or exercisable or exchangeable for Shares and other equity interests in the Company owned of record or beneficially by Shareholder as of the Closing Datedate hereof. Except as set forth on Schedule A, as of the date hereof, Shareholder (including does not own of record or beneficially any permitted transferee under Section 2.1) hereby represents and warrants to Buyer that:voting securities or other equity securities in the Company or any securities convertible into or exercisable or exchangeable for any such voting securities or other equity securities. Shareholder does not own of record any Shares that are beneficially owned by a third Person. (a) b. Shareholder is the record or beneficial owner of, and has good and valid title to, all Covered Shares as of the number and type of issued and outstanding Securities set forth on Exhibit A attached heretodate hereof, with full power to vote or direct the voting of the Shares set forth on Exhibit A for and on behalf of all beneficial owners of such Shares. (b) Shareholder holds all of the Securities set forth in Exhibit A free and clear of any all liens, pledges, security interestsrestrictions and other encumbrances (a “Lien”), claimsother than (i) as created by this Agreement, options(ii) as created by any applicable securities Laws, rights (iii) under the Company Organizational Documents, (iv) under that certain Investor Rights Agreement dated as of first refusalDecember 27, co-sale 2019 among the Company, Shareholder and SMP (the “Investor Rights Agreement”), (v) under the Share Return Agreement, or (vi) as would not impair Shareholder’s ability to timely perform its obligations under this Agreement. Shareholder has sole voting power, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights. Except for the Investor Rights Agreement and the Share Return Agreement, charges such Covered Shares are not subject to any voting trust agreement or other encumbrances Contract to which Shareholder is a party restricting or otherwise relating to the voting or sale (constructive or otherwise), transfer, pledge, hypothecation, grant, gift, encumbrance, assignment or other than disposal or disposition (collectively, “Transfer”) of such Covered Shares. Xxxxxxxxxxx has not appointed or granted any proxy or power of attorney that is still in effect with respect to such Covered Shares, except as provided in contemplated by this Agreement. (c) Shareholder does not own beneficially or of record any Securities other than those set forth on Exhibit A attached hereto. (d) c. Shareholder has the legal capacity and full all requisite corporate power and authority to make, enter into, execute and deliver and carry out the terms of this Agreement and to perform Shareholder’s obligations hereunder. Shareholder has duly executed and delivered this Agreement and, assuming the Proxy. (e) This due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes a legal, valid and binding obligation of Shareholder, and each of this Agreement and the Proxy are enforceable against Shareholder in accordance with their respective its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity. d. Except for the applicable requirements of the Exchange Act, (fi) The no filing with, and no Consent is necessary on the part of Shareholder for the execution, delivery and performance of this Agreement by Shareholder or the consummation by Shareholder of the transactions contemplated hereby and (ii) the execution and delivery by Shareholder of this Agreement does not, and the Proxy, and performance by Shareholder it of this Agreement, its obligations hereunder and the consummation of the transactions contemplated hereby will not (A) assuming compliance with the matters referred to in Section 4.03(b) of the Merger Agreement (solely with respect to the performance of the Agreement and the consummation of the Transactions), contravene, conflict with or result in a violation or breach of any violation of Law or Judgment, in each case, applicable to Shareholder or by which its properties or assets are bound or affected; (B) require any payment to or consent or other action by, or notice to, any Person under, constitute a breach or default under (or constitute an event that, with or without notice or lapse of timetime or both, would constitute a breach or default) under, or both), cause or give rise to a right of permit the termination, cancellation, modification acceleration or acceleration other change of any right or obligation or the loss of any benefit under, the constitutional documents of Shareholder (if an entity) or any agreement, proxy or other instrument to which Shareholder is a party entitled under any provision of any Contract or any Permit of Shareholder or by which its properties or assets are bound or affected; or (C) result in the creation or imposition of any Lien on any asset or property of Shareholder, with only such exceptions, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Shareholder or to consummate the Securities set forth on Exhibit A are boundtransactions contemplated hereby. e. As of the date of this Agreement, (gi) No consentthere is no Action pending or, approval or authorization ofto the knowledge of Shareholder, threatened against Shareholder and (ii) to the knowledge of Shareholder, no Judgment is outstanding against, or designationinvolving, declaration Shareholder that, in each case of the foregoing clauses (a) and (b), individually or filing within the aggregate, any governmental authority would reasonably be expected to prevent, materially delay or other Person on materially impair the part ability of Shareholder to consummate the transactions contemplated hereby. f. Shareholder understands and acknowledges that the Company is required entering into the Merger Agreement in connection with the valid reliance upon Shareholder’s execution and delivery of this Agreement. (h) Shareholder has not deposited and has not permitted any entity under Shareholder’s control to deposit any Shares held by Shareholder or such entity in a voting trust or subject any Shares held by Shareholder or such entity to any arrangement or agreement with respect to the voting of such Shares, except for any of the foregoing that would not conflict with the terms of this Agreement and the Proxy. 5.2 representations and warranties and covenants of Shareholder hereby gives any consent or waivers that are reasonably required for contained herein, and the consummation of Company would not enter into the Merger under the terms of any agreement to which Agreement if Shareholder is a party or pursuant to any rights Shareholder may havedid not enter into this Agreement.

Representations and Warranties of Shareholder. 5.1 As of the date hereof (except with respect to permitted transferees that are not parties to this Agreement as of the date hereof) and as of the Closing Date, Shareholder (including any permitted transferee under Section 2.1) hereby represents and warrants to Buyer thatBudget as follows: (a) Shareholder has all necessary power, capacity and authority to enter into this Agreement and is the sole beneficial owner of the number Shareholder's Shares. Shareholder has good and type valid title to Shareholder's Shares, free and clear of issued any and outstanding Securities set forth on Exhibit A attached heretoall claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except as specifically provided by this Agreement, none of Shareholder's Shares is subject to any proxy, voting trust or other agreement or arrangement with full power respect to vote or direct the voting of Shareholder's Shares. Shareholder's Shares are validly issued and outstanding, fully paid and non-assessable with no personal liability attaching to the Shares set forth on Exhibit A for and on behalf of all beneficial owners of such Sharesownership thereof. (b) Shareholder holds all of the Securities set forth in Exhibit A free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances other than as provided in this Agreement. (c) Shareholder does not own beneficially or of record any Securities other than those set forth on Exhibit A attached hereto. (d) Shareholder has the legal capacity and full power and authority to make, enter into, deliver and carry out the terms of this Agreement and the Proxy. (e) This Agreement has been duly authorized, executed and delivered by Shareholder and constitutes a the valid and binding obligation agreement of Shareholder, and each of this Agreement and the Proxy are enforceable against Shareholder in accordance with their respective its terms. (fc) The execution execution, delivery and delivery by Shareholder performance of this Agreement and the Proxyconsummation of the transactions contemplated hereby will not, and performance by Shareholder of this Agreement, will not conflict with or result in any violation without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under (with or without notice or lapse of timeunder, or both), or give rise to a right of termination, cancellation, modification or acceleration of any obligation or result in the loss of any benefit under, or permit the constitutional documents acceleration of Shareholder (if an entity) or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, proxy understanding, mortgage, lien, lease, instrument, order, award, judgment or other instrument decree to which Shareholder is a party or by which Shareholder he or the Securities set forth on Exhibit A any of his assets or Shareholder's Shares are boundbound or subject. (gd) No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or other Person on Neither the part of Shareholder is required in connection with the valid execution and delivery of this Agreement, nor the performance by Shareholder of Shareholder's obligations hereunder, will violate any provision of law applicable to Shareholder. (he) Shareholder has not deposited and has not permitted No investment banker, broker or finder is entitled to any entity under Shareholder’s control to deposit any Shares held by Shareholder commission or such entity fee in a voting trust respect of this Agreement or subject any Shares held by Shareholder or such entity to the Merger Agreement based upon any arrangement or agreement made by or on behalf of Shareholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon the designated proxy or its substitute all of the voting power of Shareholder's Shares under law and Company's Articles of Incorporation and Bylaws with respect to the voting of such Shares, except for any of matters specified in Section 3 hereof until the foregoing that would not conflict with the terms of this Agreement and the ProxyTermination Date. 5.2 Shareholder hereby gives any consent or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement to which Shareholder is a party or pursuant to any rights Shareholder may have.

Representations and Warranties of Shareholder. 5.1 As of the date hereof (except with respect to permitted transferees that are not parties to this Agreement as of the date hereof) and as of the Closing Date, Shareholder (including any permitted transferee under Section 2.1) hereby represents and warrants to Buyer thatMimix as follows: (a) Shareholder is the beneficial owner and record holder of the number and type of issued and outstanding Securities set forth on Exhibit A attached hereto, with full power to vote or direct the voting shares of the Shares set forth on Exhibit A for Company and on behalf of all beneficial owners of such Shares. (b) Shareholder holds all the options, warrants and rights to purchase shares of the Securities set forth in Exhibit A Company indicated on the signature page of this Agreement, free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances that, in each case, would deprive Mimix of the benefits of this Agreement. Shareholder does not beneficially own any securities of the Company other than as provided in the shares of the Company and options and warrants to purchase shares of the Company indicated on the signature page of this Agreement. (c) Shareholder does not own beneficially or of record any Securities other than those set forth on Exhibit A attached hereto. (db) Shareholder has the legal capacity and full power and authority to make, enter into, deliver into and carry out the terms of this Agreement and the Proxy. (e) This . Shareholder has identified on the signature page of this Agreement constitutes a valid and binding obligation any nominee or agent or other Person in whose name are held shares of the Company beneficially owned by Shareholder, and each of this contact information relating to such Person. This Agreement and the Proxy are have been duly executed and delivered by Shareholder and constitute legal, valid and binding obligations of Shareholder, enforceable against Shareholder in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (fc) The execution and delivery by Shareholder of this Agreement and the ProxyProxy by Shareholder do not, and the performance of this Agreement and the Proxy by Shareholder of this Agreement, will not not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Shareholder or by which it or any of its properties is or may be bound or affected; or (ii) result in any violation of or default under constitute (with or without notice or lapse of time, ) any breach of or both)default under, or give rise to a any other Person (with or without notice or lapse of time) any right of termination, cancellationamendment, modification acceleration or acceleration cancellation of, or result (with or without notice or lapse of time) in the creation of any obligation encumbrance or loss restriction on any of the Shares or New Shares pursuant to, any benefit under, the constitutional documents of Shareholder (if an entity) or any agreement, proxy or other instrument contract to which Shareholder is a party or by which Shareholder or the Securities set forth on Exhibit A are bound. (g) No consent, approval any of his affiliates or authorization of, properties is or designation, declaration may be bound or filing with, any governmental authority or other Person on the part of Shareholder is required in connection with the valid affected. The execution and delivery of this Agreement. (h) Shareholder has not deposited Agreement and has not permitted any entity under Shareholder’s control to deposit any Shares held the Proxy by Shareholder or such entity in a voting trust or subject any Shares held by Shareholder or such entity to any arrangement or agreement with respect to do not, and the voting of such Shares, except for any of the foregoing that would not conflict with the terms performance of this Agreement and the Proxy. 5.2 Proxy by Shareholder hereby gives will not, require any consent or waivers that are reasonably required for the consummation approval of any Person. (d) None of the Merger information relating to the Shareholder provided in writing to the Company by or on behalf or the Shareholder specifically for inclusion in the Proxy Statement will, at the times the Proxy Statement is filed with the U.S. Securities and Exchange Commission or is first published, sent or given to shareholders of the Company or at the time of the special meeting of shareholders to consider the Transactions, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under the terms of any agreement to which Shareholder is a party or pursuant to any rights Shareholder may havethey were made, not misleading.

Representations and Warranties of Shareholder. 5.1 As of the date hereof (except with respect to permitted transferees that are not parties to this Agreement as of the date hereof) and as of the Closing Date, Shareholder (including any permitted transferee under Section 2.1) hereby represents and warrants to Buyer thatTeledyne as follows: (a) Shareholder is the beneficial owner and record holder of the number and type of issued and outstanding Securities set forth on Exhibit A attached hereto, with full power to vote or direct the voting shares of the Shares set forth on Exhibit A for Company and on behalf of all beneficial owners of such Shares. (b) Shareholder holds all the options, warrants and rights to purchase shares of the Securities set forth in Exhibit A Company indicated on the signature page of this Agreement, free and clear of any liens, pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances that, in each case, would deprive Teledyne of the benefits of this Agreement. Shareholder does not beneficially own any securities of the Company other than as provided in the shares of the Company and options and warrants to purchase shares of the Company indicated on the signature page of this Agreement. (c) Shareholder does not own beneficially or of record any Securities other than those set forth on Exhibit A attached hereto. (db) Shareholder has the legal capacity and full power and authority to make, enter into, deliver into and carry out the terms of this Agreement and the Proxy. (e) This . Shareholder has identified on the signature page of this Agreement constitutes a valid and binding obligation any nominee or agent or other Person in whose name are held shares of the Company beneficially owned by Shareholder, and each of this contact information relating to such Person. This Agreement and the Proxy are have been duly executed and delivered by Shareholder and constitute legal, valid and binding obligations of Shareholder, enforceable against Shareholder in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (fc) The execution and delivery by Shareholder of this Agreement and the ProxyProxy by Shareholder do not, and the performance of this Agreement and the Proxy by Shareholder of this Agreement, will not not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Shareholder or by which it or any of its properties is or may be bound or affected; or (ii) result in any violation of or default under constitute (with or without notice or lapse of time, ) any breach of or both)default under, or give rise to a any other Person (with or without notice or lapse of time) any right of termination, cancellationamendment, modification acceleration or acceleration cancellation of, or result (with or without notice or lapse of time) in the creation of any obligation encumbrance or loss restriction on any of the Shares or New Shares pursuant to, any benefit under, the constitutional documents of Shareholder (if an entity) or any agreement, proxy or other instrument contract to which Shareholder is a party or by which Shareholder or the Securities set forth on Exhibit A are bound. (g) No consent, approval any of his affiliates or authorization of, properties is or designation, declaration may be bound or filing with, any governmental authority or other Person on the part of Shareholder is required in connection with the valid affected. The execution and delivery of this Agreement. (h) Shareholder has not deposited Agreement and has not permitted any entity under Shareholder’s control to deposit any Shares held the Proxy by Shareholder or such entity in a voting trust or subject any Shares held by Shareholder or such entity to any arrangement or agreement with respect to do not, and the voting of such Shares, except for any of the foregoing that would not conflict with the terms performance of this Agreement and the Proxy. 5.2 Proxy by Shareholder hereby gives will not, require any consent or waivers that are reasonably required for the consummation approval of any Person. (d) None of the Merger information relating to the Shareholder provided in writing to the Company by or on behalf or the Shareholder specifically for inclusion in the Proxy Statement will, at the times the Proxy Statement is filed with the U.S. Securities and Exchange Commission or is first published, sent or given to shareholders of the Company or at the time of the special meeting of shareholders to consider the Transactions, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under the terms of any agreement to which Shareholder is a party or pursuant to any rights Shareholder may havethey were made, not misleading.