Common use of Representations and Warranties of Shareholders Clause in Contracts

Representations and Warranties of Shareholders. Each Shareholder, as to itself, hereby represents and warrants to Parent, as of the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, as follows: (a) Each such Shareholder which is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (c) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or its own choosing.

Representations and Warranties of Shareholders. Each Shareholder, as to itself, hereby Shareholder represents and warrants to Parent, as of the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, Parent as follows: : (a) Each such Shareholder which has beneficial ownership of, and is an entity is duly organizedentitled to vote in accordance with such Shareholder’s commitments under this Agreement, validly existing the number of Company Common Shares set forth opposite his or her name on Schedule 1 hereto, and in good standing under does not own or have any right to acquire any Company Common Shares not listed on Schedule 1; (b) such Shareholder has the laws of the jurisdiction of its formation and has all requisite right, power and authority to execute execute, deliver and deliver perform under this Agreement Agreement; such execution, delivery and performance will not violate, or require any consent, approval, or notice under any provision of law or result in the breach of any outstanding agreements or instruments to perform its obligations hereunder; each which such Shareholder who is a natural person has full legal power party or is subject; and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms; (c) such Shareholder’s Company Common Shares listed as owned on Schedule 1 hereto are now and, except as enforcement may be limited until the termination of this Agreement, will remain owned by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person orfree and clear of all voting trusts, to the knowledge of such Shareholdervoting agreements, threatened against any Shareholder proxies, liens, claims, liabilities, security interests, marital property rights or any other Person that restricts or prohibits encumbrances whatsoever (or, if successful, would restrict or prohibitother than (i) pledges for loans entered into in the exercise by ordinary course and (ii) rights of Parent of its rights under and encumbrances respecting such Company Common Shares created pursuant to this Agreement or the performance by any party of its obligations under this Merger Agreement. ); and (cd) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of other than this Agreement and the representations and warranties of Merger Agreement, there are no outstanding options, warrants or rights to purchase or acquire, or agreements related to, such Shareholder’s Company Common Shares. Notwithstanding this representation, no Shareholder contained herein. Such Shareholder has had the opportunity to review the Merger Agreement and shall be prevented by this Agreement from the following transfers of Company Common Shares: (w) transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (x) transfers for estate and tax planning purposes, subject in each case to the transferee agreeing in writing to be bound by the terms of this Agreement; (y) with counsel the prior written consent of hisParent (which consent shall not be unreasonably withheld), her for any sales, assignments, transfers or its own choosingother dispositions necessitated by hardship; or (z) as Parent may otherwise agree in writing.

Representations and Warranties of Shareholders. Each Shareholder, as to itself, Shareholder hereby represents and warrants to Parent, as of the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, Parent as follows: (a) Such Shareholder is the record or beneficial owner of, and has good and valid title to, the Owned Shares set forth opposite his or her name on Schedule A hereto, free and clear of Liens other than as created by this Agreement. Each Shareholder has sole or joint (with the other Shareholder) voting power, sole or joint (with the other Shareholder) power of disposition, sole or joint (with the other Shareholder) power to demand appraisal rights and sole or joint (with the other Shareholder) power to agree to all of the matters set forth in this Agreement, as appropriate, in each case with respect to those Owned Shares set forth opposite his or her name on Schedule A hereto, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than (i) the Owned Shares, (ii) Shares held by any Shareholder as custodian for any child of the Shareholders, (iii) Shares held by the Shareholders’ children, (iv) Shares held by the Dalin Class Trust, and (v) Shares held by the Company’s Qualified Retirement Plan and Trust and Adoption Agreement, such Shareholder does not own beneficially or of record any Shares or any interest therein. The Owned Shares are not subject to any voting trust agreement or other Contract to which any Shareholder is an entity is duly organized, validly existing and in good standing under a party restricting or otherwise relating to the laws voting or Transfer of the jurisdiction Owned Shares. Such Shareholder has not appointed or granted any proxy or power of its formation and has all requisite power and authority attorney that is still in effect with respect to execute and deliver any Owned Shares, except as contemplated by this Agreement and to perform its obligations hereunder; each such Agreement. (b) Such Shareholder who is a natural person who has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). The Shareholders are married to one another. (bc) Neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (1) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (2) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets. (d) There is no action, suit, investigation, complaint or other proceeding Proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any such Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its his obligations under this Agreement. (ce) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or its own choosing.

Representations and Warranties of Shareholders. Each Shareholder, as to itselfsuch Shareholder (severally and not jointly), hereby represents and warrants to Parent, as of the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, Parent as follows: (a) Such Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens other than (i) as created by this Agreement, (ii) pursuant to any restrictions under applicable Law and (iii) subject to any risk of forfeiture with respect to any Shares granted to such Shareholder under an employee benefit plan of the Company. Such Shareholder has sole voting power, sole power of disposition, sole power to demand dissenters rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of record any Shares or other voting securities of the Company or any interest therein. The Covered Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined herein) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder which is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunderhereunder (subject to any required spousal consent or approval as described in Section 6(c)). This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (bc) There Except for the applicable requirements of the Exchange Act or the HSR Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (A) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets except, in the case of clause (A) or (B), for breaches, violations or defaults that would not, individually or in the aggregate, materially impair the ability of such Shareholder to perform such Shareholder’s obligations hereunder. (d) As of the date of this Agreement, there is no action, suit, investigation, complaint or other proceeding pending or threatened against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party such Shareholder of its obligations under this Agreement. (ce) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or its own choosing.

Representations and Warranties of Shareholders. Each Shareholder, Shareholder as to itself, hereby himself or herself represents and warrants to ParentGoodNoise as follows: 5.1 No person or entity not a signatory of this Agreement has a beneficial interest in or a right to acquire or vote the Emusic Shares held of record by such Shareholder or any portion thereof (except, with respect to shareholders which are partnerships, partners of such shareholders). The Emusic Shares are and will be, at all times until the Closing, free and clear of any liens, claims, options, charges or other encumbrances. Such Shareholder's principal place of residence or place of business is set forth on the signature page hereto. 5.2 Such Shareholder will not transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge or otherwise dispose of or encumber the Emusic Shares or any New Securities (as defined below), or make any offer or agreement relating thereto, at any time prior to the Closing. 5.3 Such Shareholder agrees that any shares in the capital stock of Emusic that Shareholder purchases or with respect to which such Shareholder otherwise acquired beneficial ownership after the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination DateClosing (the "New Securities") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Emusic Shares. 5.4 Such Shareholder represents to GoodNoise, that the GoodNoise Shares which he will receive will be acquired with his own property or funds or property for investment for an indefinite period for his own account, not as follows:a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that he has no present intention of selling, granting participation in, or otherwise distributing the same. 5.5 Such Shareholder understands that the GoodNoise Shares will not be registered under the Securities Act of 1933 (the "Securities Act") on the ground that the sale provided for in this Agreement is exempt pursuant to section 4(2) of the Securities Act, and that GoodNoise's reliance on such exemption is predicated on his representations set forth herein. 5.6 Until such time as the GoodNoise Shares shall become registered for resale under the Securities Act or no longer subject to restriction pursuant to Rule 144(k), such Shareholder agrees that in no event will he make a disposition of any of the GoodNoise Shares unless and until (a) Each such Shareholder which is an entity is duly organized, validly existing and in good standing under the laws he shall have notified GoodNoise of the jurisdiction proposed disposition and shall have furnished GoodNoise with a statement of its formation the circumstances surrounding the proposed disposition and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, he shall have furnished GoodNoise with an opinion of counsel satisfactory to GoodNoise to the knowledge effect that (i) such disposition will not require registration of such ShareholderStock under the Securities Act or (ii) that appropriate action necessary for compliance with the Securities Act has been taken or (c) GoodNoise shall have waived, any other Person orexpressly and in writing, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under clauses (a) and (b) of this Agreement or Section. 5.7 In connection with the performance investment representations made herein, Shareholder represents that he is able to fend for himself in the transactions contemplated by any party of its obligations under this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment, has the ability to bear the economic risks of his investment. (c) 5.8 Such Shareholder understands that the acquisition of the GoodNoise Shares involves a highly speculative and acknowledges risky investment and that Parent GoodNoise may not be able to continue as a going concern unless it is entering into the Merger Agreement in reliance upon such Shareholder’s execution able to raise substantial funds from outside investors and delivery of this Agreement and the representations and warranties of such Shareholder contained herein. Such Shareholder has had the opportunity that there is no assurance that GoodNoise will be able to review the Merger Agreement and this Agreement with counsel of his, her or its own choosingdo so.

Representations and Warranties of Shareholders. Each Shareholder, Shareholder as to itself, hereby himself or herself represents and warrants to ParentGoodNoise as follows: 5.1 No person or entity not a signatory of this Agreement has a beneficial interest in or a right to acquire or vote the Nordic Shares held of record by such Shareholder or any portion thereof (except, with respect to shareholders which are partnerships, partners of such shareholders). The Nordic Shares are and will be, at all times until the Closing, free and clear of any liens, claims, options, charges or other encumbrances. Such Shareholder's principal place of residence or place of business is set forth on the signature page hereto. 5.2 Such Shareholder will not transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge or otherwise dispose of or encumber the Nordic Shares or any New Securities (as defined below), or make any offer or agreement relating thereto, at any time prior to the Closing. 5.3 Such Shareholder agrees that any shares in the capital stock of Nordic that Shareholder purchases or with respect to which such Shareholder otherwise acquired beneficial ownership after the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination DateClosing (the "New Securities") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Nordic Shares. 5.4 Such Shareholder represents to GoodNoise, that the GoodNoise Shares which he will receive will be acquired with his own property or funds or property for investment for an indefinite period for his own account, not as follows:a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that he has no present intention of selling, granting participation in, or otherwise distributing the same. 5.5 Such Shareholder understands that the GoodNoise Shares will not be registered under the Securities Act of 1933 (the "Securities Act") on the ground that the sale provided for in this Agreement is exempt pursuant to section 4(2) of the Securities Act, and that GoodNoise's reliance on such exemption is predicated on his representations set forth herein. 5.6 Until such time as the GoodNoise Shares shall become registered for resale under the Securities Act or no longer subject to restriction pursuant to Rule 144(k), such Shareholder agrees that in no event will he make a disposition of any of the GoodNoise Shares unless and until (a) Each such Shareholder which is an entity is duly organized, validly existing and in good standing under the laws he shall have notified GoodNoise of the jurisdiction proposed disposition and shall have furnished GoodNoise with a statement of its formation the circumstances surrounding the proposed disposition and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, he shall have furnished GoodNoise with an opinion of counsel satisfactory to GoodNoise to the knowledge effect that (i) such disposition will not require registration of such ShareholderStock under the Securities Act or (ii) that appropriate action necessary for compliance with the Securities Act has been taken or (c) GoodNoise shall have waived, any other Person orexpressly and in writing, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under clauses (a) and (b) of this Agreement or Section. 5.7 In connection with the performance investment representations made herein, Shareholder represents that he is able to fend for himself in the transactions contemplated by any party of its obligations under this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment, has the ability to bear the economic risks of his investment. (c) 5.8 Such Shareholder understands that the acquisition of the GoodNoise Shares involves a highly speculative and acknowledges risky investment and that Parent GoodNoise may not be able to continue as a going concern unless it is entering into the Merger Agreement in reliance upon such Shareholder’s execution able to raise substantial funds from outside investors and delivery of this Agreement and the representations and warranties of such Shareholder contained herein. Such Shareholder has had the opportunity that there is no assurance that GoodNoise will be able to review the Merger Agreement and this Agreement with counsel of his, her or its own choosingdo so.

Representations and Warranties of Shareholders. Each Shareholder, as to itselfseverally and not jointly, hereby represents and warrants to Parent, Merger Sub and the Company as of the date of this Agreement (or, in the case of a Permitted Transferee, as of the date of the relevant Transfer) and as of the record date for each of any meeting of shareholders stockholders and as of the Company occurring prior to date of the Termination Dateexecution of any written consent of the Shareholders, as follows:follows (provided, however, with respect to any representation and warranty made as of a date after the date hereof, such Shareholder severally and not jointly makes such representation and warranty with exceptions that would not reasonably be expected to adversely affect such Shareholder’s ability to comply with its obligations pursuant to Section 2.1): (a) Each such Such Shareholder which is an entity is duly organized, validly existing and in good standing under has the laws of the jurisdiction of its formation and has all requisite power capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunderconsummate the transaction contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation agreement of such ShareholderShareholder enforceable by Parent, enforceable Merger Sub and the Company against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There Such Shareholder is no actionthe record and Beneficial Owner, suit, investigation, complaint or free and clear of any Liens (other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations than those arising under this Agreement) of the Owned Shares, which, as of the date hereof, are set forth below such Shareholder’s name on the signature page hereto, and except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder’s Owned Shares. The Owned Shares set forth below such Shareholder’s name on the signature page hereto constitute all of the capital stock of the Company that is Beneficially Owned by such Shareholder (other than (i) Owned Shares of another affiliated Shareholder that is a party hereto and (ii) the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company) and, except for such Shareholder’s Owned Shares, the Owned Shares owned by the other Shareholders who are parties to this Agreement and the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company, such Shareholder and such Shareholder’s Affiliates in its private equity business (and not its portfolio companies) do not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any shares of Company Common Stock or any securities convertible into shares of Company Common Stock (including options to purchase Company Common Stock ). (c) Such Shareholder understands and acknowledges that Parent is entering into None of the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and by such Shareholder, the representations and warranties consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof (i) requires any consent or other authorization, approval or permit of, or filing with or notification to, any Governmental Authority or any other Person by such Shareholder, except as contemplated by the Merger Agreement, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any Contract to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares) may be bound, (iii) violates any Order or Law applicable to such Shareholder or any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares), or (iv) results in a Lien upon any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares), except for violations, breaches, defaults or Liens as would not have an adverse effect on ability of such Shareholder contained herein. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or perform its own choosingobligations hereunder.

Representations and Warranties of Shareholders. Each Shareholder, as to itself, Shareholder hereby represents and warrants to Parentthe Company and Mr. de Berdouare as follows: Such Shareholder shaxx xxxxxxx xxx Xxchanged Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to or for resale, distribution or fractionalization thereof in whole or in part. Such Shareholder does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the date of this Agreement Exchanged Shares. Such Shareholder has full legal right and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Datepower, as follows: (a) Each such Shareholder which is an entity is duly organizedcorporate or other, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute execute, deliver and deliver perform this Exchange Agreement, the other Transaction Documents and all of the other documents required to be executed and delivered by it in connection herewith and therewith and to do all acts as are expressly required or contemplated hereunder or thereunder to be done, observed or performed by it. The execution, delivery and performance by such Shareholder of this Exchange Agreement and the other Transaction Documents and all of the other documents required to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly be executed and delivered by such Shareholder in connection herewith and therewith and the taking of all acts as expressly required or contemplated hereunder or thereunder to be done, observed or performed by it have been duly authorized by all necessary corporate, stockholder or other pertinent action. This Exchange Agreement and the other Transaction Documents to be delivered by such Shareholder in connection herewith have been duly executed by such Shareholder and delivered to the Company and Mr. de Berdouare and, assuming due authorization, execution and delivery delixxxx xxxxxx xxx thereof by Parentother parties hereto and thereto, constitutes a legal, are valid and binding obligation obligations of such Shareholder, enforceable against such Shareholder in accordance with its their terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (c) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained hereinBankruptcy Exception. Such Shareholder has had good and marketable title to the opportunity to review shares of the Merger Agreement Preferred Stock set forth in Column B of Annex A hereto opposite such Shareholder's name, free and this Agreement with counsel clear of hisall Liens, her and the Shareholder does not own of record or its own choosingbeneficially any other capital stock of the Company.

Representations and Warranties of Shareholders. Each Shareholder, as to itselfseverally and not jointly, hereby represents and warrants to Parent, Merger Sub and the Company as of the date of this Agreement (or, in the case of a Permitted Transferee, as of the date of the relevant Transfer) and as of the record date for each of any meeting of shareholders stockholders and as of the Company occurring prior to date of the Termination Dateexecution of any written consent of the Shareholders, as follows:follows (provided, however, with respect to any representation and warranty made as of a date after the date hereof, such Shareholder severally and not jointly makes such representation and warranty with exceptions that would not reasonably be expected to adversely affect such Shareholder's ability to comply with its obligations pursuant to Section 2.1): (a) Each such Such Shareholder which is an entity is duly organized, validly existing and in good standing under has the laws of the jurisdiction of its formation and has all requisite power capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunderconsummate the transaction contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation agreement of such ShareholderShareholder enforceable by Parent, enforceable Merger Sub and the Company against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There Such Shareholder is no actionthe record and Beneficial Owner, suit, investigation, complaint or free and clear of any Liens (other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations than those arising under this Agreement) of the Owned Shares, which, as of the date hereof, are set forth below such Shareholder's name on the signature page hereto, and except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder's Owned Shares. The Owned Shares set forth below such Shareholder's name on the signature page hereto constitute all of the capital stock of the Company that is Beneficially Owned by such Shareholder (other than (i) Owned Shares of another affiliated Shareholder that is a party hereto and (ii) the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company) and, except for such Shareholder's Owned Shares, the Owned Shares owned by the other Shareholders who are parties to this Agreement and the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company, such Shareholder and such Shareholder's Affiliates in its private equity business (and not its portfolio companies) do not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any shares of Company Common Stock or any securities convertible into shares of Company Common Stock (including options to purchase Company Common Stock). (c) Such Shareholder understands and acknowledges that Parent is entering into None of the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and by such Shareholder, the representations and warranties consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof (i) requires any consent or other authorization, approval or permit of, or filing with or notification to, any Governmental Authority or any other Person by such Shareholder, except as contemplated by the Merger Agreement, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any Contract to which such Shareholder is a party or by which such Shareholder or any of such Shareholder's properties or assets (including such Shareholder's Owned Shares) may be bound, (iii) violates any Order or Law applicable to such Shareholder or any of such Shareholder's properties or assets (including such Shareholder's Owned Shares), or (iv) results in a Lien upon any of such Shareholder's properties or assets (including such Shareholder's Owned Shares), except for violations, breaches, defaults or Liens as would not have an adverse effect on ability of such Shareholder contained herein. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or perform its own choosingobligations hereunder.

Representations and Warranties of Shareholders. Each Shareholder, as to itselfitself (severally and not jointly), hereby represents and warrants to Parent, as of the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, Parent as follows: (a) As of the date hereof, such Shareholder is the record and/or beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens other than as created by this Agreement. Such Shareholder has sole voting power, sole power of disposition, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Covered Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder which that is an entity is a trust was duly organized, validly existing and in good standing created under the laws of the jurisdiction of its formation state in which it was created, is valid, has not terminated and has all requisite power not been revoked, and is not supervised by any court. Each Shareholder that is a trust (through its trustee) has full power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder; each such . Each Shareholder who is a natural person Person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. The execution, delivery and performance of this Agreement by each Shareholder that is a trust, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Shareholder, and no other actions or proceedings on the part of such Shareholder or the trustee thereof are necessary to authorize the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby. The trustee of each Shareholder that is a trust is the only Person required by such Shareholder’s trust agreement to act on behalf of such Shareholder and is authorized to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Shareholder is married, and any of the Covered Shares of such Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (bc) Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof will (A) conflict with or violate, any provision of the trust agreement of any Shareholder that is a trust or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets. (d) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (ce) Except as provided in the Merger Agreement or the Disclosure Schedules, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Merger Agreement or this Agreement based upon arrangements made by or on behalf of the Shareholder. (f) Such Shareholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or its own choosing.

Representations and Warranties of Shareholders. Each Shareholder, as to itself, hereby Shareholder represents and warrants to Parent, as of the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, as followsParent that: (a) Each The Shareholder Beneficially owns the number of shares of Company Common Stock set forth opposite the Shareholder’s name on Exhibit A attached hereto (such shares of Company Common Stock, the “Subject Shares”), free and clear of all Liens. Except for this Agreement and the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which it is a party relating to the pledge, disposition or Voting of such Subject Shares and there are no Voting trusts or Voting agreements with respect to such Subject Shares, in each case that are inconsistent with the Shareholder’s obligations herein. (b) The Shareholder does not Beneficially own any shares of Company Common Stock other than the Shareholder’s Subject Shares and does not have any options, warrants or other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into shares of capital stock of the Company (“Options”). (c) Except pursuant to this Agreement, the Shareholder has not appointed or granted any proxy, which appointment or grant is an entity still effective with respect to the Subject Shares or any New Shares. (d) If the Shareholder is a corporation, limited liability company, partnership or other form of business entity, it is duly organized, organized and validly existing under the laws of its jurisdiction of organization and is duly authorized to do business and is in good standing under the laws of the its jurisdiction of its formation and organization. (e) The Shareholder has all requisite full power and authority to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder; each such Shareholder who is a natural person has full legal power hereunder and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a the legal, valid and binding obligation of such Shareholder, the Shareholder enforceable against such Shareholder it in accordance with its terms, terms (except insofar as enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and generally, or by general principles governing the availability of equity (regardless of whether considered in a proceeding in equity or at lawequitable remedies). (bf) There is Other than filings under the Exchange Act, no actionnotices, suit, investigation, complaint reports or other proceeding pending against filings are required to be made by the Shareholder with, nor are any such consents, registrations, approvals, permits or authorizations required to be obtained by the Shareholder or, to the knowledge of such Shareholderfrom, any other Person orGovernmental Authority, to in connection with the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (c) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement by the Shareholder. (g) The execution, delivery and performance of this Agreement by the Shareholder does not, and the representations and warranties consummation by it of such the transactions contemplated hereby will not, (i) violate, conflict with or constitute a breach of, or a default under, the certificate of formation, articles of organization, operating agreement or any comparable governing instruments of the Shareholder, if any, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of notice or the passage of time or both) under any Contract to which the Shareholder contained herein. Such is a party or by which any of its assets are bound, (iii) will not result in the creation of any Lien on any of the assets of the Shareholder has had or (iv) result in a violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to the opportunity to review the Merger Agreement and this Agreement with counsel Shareholder or by which any of his, her or its own choosingassets are bound.

Representations and Warranties of Shareholders. Each Shareholder, as to itselfitself (severally and not jointly), hereby represents and warrants to Parent, as of the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, Parent as follows: (a) Such Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Encumbrances other than as created by this Agreement. Such Shareholder has sole voting power, sole power of disposition, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. (b) As of the date hereof, other than the Owned Shares and the options identified on Schedule A, such Shareholder does not own beneficially or of record any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (c) The Covered Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (d) Each such Shareholder which that is an individual has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. (e) Each such Shareholder that is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; . The execution, delivery and performance of this Agreement by each Shareholder that is an entity, the performance by such Shareholder who is a natural person has full legal power of its obligations hereunder and capacity the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Shareholder and no other actions or proceedings on the part of such Shareholder are necessary to execute authorize the execution and deliver delivery by such Shareholder of this Agreement and to perform Agreement, the performance by such Shareholder’s Shareholder of its obligations hereunder. hereunder or the consummation by such Shareholder of the transactions contemplated hereby. (f) This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Shareholder is married, and any of the Covered Shares of such Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (bg) Neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (i) conflict with or violate any provision of the organizational documents of any such Shareholder that is an entity, (ii) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on such property or asset of such Shareholder pursuant to, any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets. (h) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party (including the Shareholder) of its obligations under this Agreement. (ci) Such Shareholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the accuracy of the representations and warranties of such Shareholder contained herein. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or its own choosing.

Representations and Warranties of Shareholders. Each Shareholder, as to itselfseverally and not jointly, hereby represents and warrants to Parent, as of the date of this Agreement Parent and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, Merger Sub as follows: (a) Each such Such Shareholder which is an entity is duly organized, validly existing and in good standing under has the laws of the jurisdiction of its formation and has all requisite power capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunderconsummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation agreement of such Shareholder, Shareholder enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general or equitable principles of equity (regardless of whether considered in a proceeding in equity or at law)relating to enforceability. (b) There Such Shareholder is no actionthe Beneficial Owner, suit, investigation, complaint or free and clear of any Liens (other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights than those arising under this Agreement or any Liens under any margin account with a bank or brokerage at which the performance by any party Owned Shares are held), of its obligations under the Owned Shares, which, as of the date of this Agreement, are set forth below such Shareholder’s name on the signature pages hereto and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder’s Owned Shares. The Owned Shares set forth below such Shareholder’s name on the signature pages hereto constitute all of the Ordinary Shares that are legally owned by such Shareholder as of the date of this Agreement, and, except for such Shareholder’s Owned Shares and the Owned Shares owned by the other Shareholders who are parties to this Agreement, such Shareholder and such Shareholder’s Affiliates do not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Ordinary Shares or any securities convertible into Ordinary Shares (excluding Company Stock Options and Restricted Stock Units). (c) Such Except for filings required under the Exchange Act, with respect to such Shareholder’s Beneficial Ownership of Ordinary Shares, none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof (i) requires any consent or other permit of, or filing with or notification to, any Governmental Authority or any other person by such Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any contract to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares) may be bound, (iii) violates any Order or Law applicable to such Shareholder or any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares), or (iv) results in a Lien upon any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares). (d) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of such Shareholder that is or will be payable by Parent, Merger Sub, the Company or any of its Subsidiaries. (e) Each Shareholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s the Shareholders’ execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or its own choosingAgreement.

Representations and Warranties of Shareholders. Each Shareholder, as to itself, hereby Shareholder represents and warrants to Parentthe Company that the following statements are true and correct: (i) the shares of Common Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by such Shareholder as of the date hereof as set forth on Exhibit A are owned by such Shareholder free and clear of this Agreement all claims, liens, pledges, options, charges, security interests, mortgages, deeds of trust, encumbrances or rights of any third party of any nature whatsoever; (ii) in the Exchange, each Shareholder will convey to the Company good title to the shares of Common Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by such Shareholder as of the record date for each meeting hereof as set forth on Exhibit A attached hereto free and clear of shareholders all claims, liens, pledges, options, charges, security interests, mortgages, deeds of the Company occurring prior to the Termination Datetrust, as follows:encumbrances or rights of any third party of any nature whatsoever; (aiii) Each if such Shareholder which is an entity not a natural person, then this Agreement, when executed and delivered by such Shareholder, shall have been duly authorized, executed and delivered by and on behalf of such Shareholder, and shall constitute the valid and binding agreement of such Shareholder, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (iv) if such Shareholder is duly organizednot a natural person, validly existing and in good standing under then such Shareholder has the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; each ; (v) such Shareholder who is acquiring the shares of Common Stock issuable to such Shareholder upon the Exchange for investment purposes only, for its own account and not with a natural person has full legal power and capacity to execute and deliver this Agreement and to perform view to, or for resale in connection with, any distribution thereof in violation of applicable securities laws; (vi) such Shareholder’s obligations hereunder. This Agreement Shareholder has been duly and validly executed and delivered by advised that the shares of Common Stock issuable to such Shareholder andupon the Exchange will not be registered under the Securities Act of 1933, assuming due authorizationas amended ("Securities Act"), execution or applicable state securities laws and delivery by Parent, constitutes a legal, valid that such shares must be held indefinitely unless the offer and binding obligation of sale thereof are subsequently registered under the Securities Act or an exemption from such Shareholder, enforceable against registration is available; (vii) such Shareholder (a) has knowledge, skill and experience in accordance with its termsfinancial, except as enforcement may be limited by applicable bankruptcybusiness and investment matters, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There is no action, suit, investigation, complaint or other proceeding pending against any capable of evaluating the merits and risks of the receipt of the shares of Common Stock issuable to such Shareholder orupon the Exchange, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (c) Such Shareholder understands is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and acknowledges that Parent is entering into (d) has the Merger Agreement in reliance upon ability to bear the risk of losing such Shareholder’s execution and delivery 's entire position in shares of this Agreement and the representations and warranties of Common Stock issuable to such Shareholder contained hereinupon the Exchange; and (viii) such Shareholder acknowledges and agrees that the certificates evidencing the shares of Common Stock issuable to such Shareholder upon the Exchange will bear a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND THEY MAY NOT BE OFFERED FOR SALE OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or its own choosingTHESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE "GEORGIA SECURITIES ACT OF 1973,' AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

Representations and Warranties of Shareholders. Each ShareholderShareholder hereby, as to itselfseverally and not jointly, hereby represents and warrants warrants, with respect to Parenthimself, herself or itself only, to Parent and Merger Sub as follows: 1.1 As of the date of this Agreement, such Shareholder (i) is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement) of the shares of Company Common Stock set forth opposite such Shareholder’s name on Schedule I to this Agreement (together with any shares of Company Common Stock which such Shareholder may acquire at any time in the future during the term of this Agreement, the “Shares”) and (ii) except as set forth in Schedule I to this Agreement, such Shareholder does not hold or have any beneficial ownership interest in any other shares of Company Common Stock. 1.2 Such Shareholder has the legal capacity or requisite entity power and authority, as the case may be, to execute and deliver this Agreement and as of to consummate the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, as follows: (a) Each such transactions contemplated hereby. If Shareholder which is an entity entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction state of its formation formation, and has taken all requisite power necessary entity action to authorize the execution, delivery and authority to execute and deliver performance of this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. Agreement. 1.3 This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorizationthis Agreement constitutes a legally valid and binding obligation of Parent and Merger Sub, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganizationand (ii) rules of law governing specific performance, moratorium or similar laws affecting creditors’ rights generally injunctive relief and by general principles of equity (regardless of whether considered in a proceeding in equity or at law)other equitable remedies. (b) There is no action, suit, investigation, complaint or other proceeding pending against any 1.4 If such Shareholder or, is an individual and the Shares constitute community property or otherwise require spousal approval in order for this Agreement to the knowledge be a legally valid and binding obligation of such Shareholder, this Agreement has been duly executed and delivered by such Shareholder’s spouse and, assuming this Agreement is a legal, valid and binding obligation of Parent and Merger Sub, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such spouse in accordance with its 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. 1.5 Neither the execution and delivery of this Agreement nor the consummation by such Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Shareholder is a party or by which such Shareholder or such Shareholder’s assets are bound, except for any such violation, default or conflict which would not prevent or delay the performance by such Shareholder of any of its obligations under this Agreement. The consummation by such Shareholder of the transactions contemplated hereby will not (i) violate any provision of any law, order, settlement, judgment, injunction or decree applicable to such Shareholder, (ii) if such Shareholder is an entity, conflict with or violate such Shareholder’s organizational documents or (iii) require any consent, approval, or notice under any law applicable to such Shareholder other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and/or (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by such Shareholder of any of his, her or its obligations under this Agreement. 1.6 The Shares and the certificates, if any, representing the Shares owned beneficially and/or of record by such Shareholder are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all Encumbrances, claims, proxies, voting trusts or agreements, options, rights (other than community property interests, if any, applicable to an individual Shareholder), understandings or arrangements or any other Person liens or restrictions whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares (collectively, “Liens”), except for (i) any such Liens arising hereunder, (ii) any applicable restrictions on transfer under state or federal securities laws, (iii) any rights, agreements, understandings or arrangements that represent solely a financial interest in cash received upon sale of the Shares and (iv) where applicable, that certain Stock Transfer Agreement, dated as of December 4, 2009, between the Company and the Xxxx X. Xxxxxxxxx Family Limited Partnership (collectively, “Permitted Liens”). 1.7 Such Shareholder has full voting power, full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares and except for Permitted Liens (none of which will prevent such Shareholder from complying with the terms of this Agreement). 1.8 There is no Legal Proceeding pending or, to the knowledge of such Shareholder, threatened against such Shareholder at law or equity before or by any Shareholder Governmental Body that could reasonably be expected to impair or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or materially delay the performance by any party such Shareholder of its such Shareholder’s obligations under this Agreement. (c) 1.9 Such Shareholder has received and reviewed a draft of the Merger Agreement. Such Shareholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution execution, delivery and delivery performance of this Agreement. 1.10 No broker, investment bank, financial advisor or other Person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the transactions contemplated by this Agreement and the representations and warranties based upon arrangements made by or on behalf of such Shareholder contained herein. Such Shareholder has had in such Shareholder’s capacity as a shareholder of the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or its own choosingCompany.

Representations and Warranties of Shareholders. Each Shareholder, as to itselfitself (severally and not jointly), hereby represents and warrants to Parent, as of the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, as follows: (a) Such Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens other than as created by this Agreement. Such Shareholder has sole voting power, sole power of disposition, sole power to demand appraisal or dissenter rights, if any, 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, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of record any (i) shares of capital stock or voting securities of Parent, (ii) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent or (iii) options or other rights to acquire from Parent any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent. The Covered Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder which is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; . The execution, delivery and performance of this Agreement by each such Shareholder, the performance by such Shareholder who is a natural person has full legal power of its obligations hereunder and capacity the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Shareholder and no other actions or proceedings on the part of such Shareholder are necessary to execute authorize the execution and deliver delivery by such Shareholder of this Agreement and to perform Agreement, the performance by such Shareholder’s Shareholder of its obligations hereunderhereunder or the consummation by such Shareholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parentthe Company, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (bc) Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of any such Shareholder, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets except, in the case of clause (B) or (C), for breaches, violations or defaults that would not, individually or in the aggregate, materially impair the ability of such Shareholder to perform its obligations hereunder. (d) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent the Company of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (ce) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Merger Agreement or this Agreement based upon arrangements made by or on behalf of the Shareholder. (f) Such Shareholder understands and acknowledges that Parent the Company is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or its own choosing.

Representations and Warranties of Shareholders. Each ShareholderShareholder and Nowseven represent and warrant as follow: a. Shareholders are and will be as of the closing date, the sole owner of all of the outstanding shares of Nowseven, which shares are and will be free from any claims, liens, or other encumbrances, and Shareholders have the unqualified right to transfer said shares. b. The Nowseven Shares constitute validly issued shares of Nowseven, fully paid and nonassessable. c. The financial statements of Nowseven attached hereto as to itself, hereby represents Exhibit A fairly and warrants to Parent, accurately represent the financial condition of Nowseven as of the date of said statements; there has been no material change in the financial condition of Nowseven since the date of said statements except as set forth in Exhibit B; there are no substantial liabilities, either fixed or contingent, not reflected in such financial statements other than contracts or obligations in the usual course of business; and no such contracts or obligations in the usual course of business are liens or other liabilities which, if disclosed, would alter substantially the financial condition of Nowseven as reflected in such financial statements. d. Neither Nowseven nor any Shareholder is involved in any pending litigation or governmental investigation or proceeding, and no threats or claims of litigation or governmental investigation have been asserted against Nowseven, except as set forth at Exhibit C. e. Shareholders have been supplied with this Agreement are familiar with and as understands its contents. f. Shareholders, in determining to acquire the iShopper Shares, have relied solely on their own analysis of information obtained from iShopper and the advice of Shareholders' legal counsel and accountants or other financial advisors with respect to the tax and other consequences involved in purchasing iShopper Shares. g. Shareholders understand and acknowledge that their rights to the iShopper Shares will be governed by the terms and conditions of the record date Agreement. h. The iShopper Shares being acquired will be acquired for each meeting Shareholders' own accounts without a view to public distribution or resale and that Shareholders have no contract, undertaking, agreement, or arrangement to sell or otherwise transfer or dispose of shareholders any iShopper Shares or any portion thereof to any person; i. Shareholders (i) can bear the economic risk of the Company occurring prior purchase of iShopper Shares, including the loss of their respective and entire investment, (ii) have such knowledge and experience in business and financial matters as to be capable of evaluating the Termination Datemerits and risks of an investment in iShopper Shares, (iii) understand that there is no guarantee that the actual performance of iShopper under any circumstances will match and projections which may have been made, and that such actual performance may differ substantially from what is represented in any such projections. j. Shareholders acknowledge and understands that the iShopper Shares have not been registered under the 1933 Act or the securities laws of any state and are subject to substantial restrictions on transfer as follows:described in the Agreement. k. Shareholders will not sell or otherwise transfer ownership or dispose of any iShopper Shares or any portion thereof unless (ai) Each such iShopper Shares are registered under the 1933 Act and any applicable state securities laws or Shareholder obtains an opinion of counsel which is satisfactory to iShopper that such iShopper Shares may be sold in reliance on an entity exemption from such registration requirements, and (ii) the transfer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder otherwise made in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement. l. Shareholders understands that (ci) Such iShopper has no obligation or intention to register any iShopper Shares for resale or transfer under the 1933 Act or any state securities laws or to take any action (including the filing of reports or the publication of information as required by Rule 144 under the 0000 Xxx) which would make available any exemption from the registration requirements of any such laws and (ii) Shareholder understands and therefore may be precluded from selling or otherwise transferring ownership of or disposing of any iShopper Shares or any portion thereof for an indefinite period of time or at any particular time. m. Shareholders acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein. Such Shareholder has had been encouraged to rely upon the advice of Shareholder's legal counsel and accountants or other financial advisors with respect to the tax and other considerations relating to the purchase of iShopper Shares and has been offered, during the course of discussions concerning the acquisition of iShopper Shares, the opportunity to review ask such questions and inspect such documents (including the Merger Agreement books and this Agreement records and financial statements) concerning iShopper and its business and affairs as Shareholder has requested so as to understand more fully the nature of the investment and to verify the accuracy of the information supplied. (i) Shareholders are each at least 21 years of age; (ii) Shareholders are all United States citizens; (iii) Shareholders have adequate means of providing for Shareholders' current needs and personal contingencies; (iv) Shareholders have no need for liquidity in Shareholders' investments; (v) Shareholders maintain their respective principal residences at the addresses shown below for each; and (vi) all investments in and commitments to non-liquid investments are, and after the purchase of iShopper Shares will be, reasonable in relation to Shareholders' respective net worth and current needs. o. Shareholders understand that no federal or state agency including the Securities and Exchange Commission or the securities commission or authorities of any state has approved or disapproved the iShopper Shares, passed upon or endorsed the merits of the Offering, or made any finding or determination as to the fairness of the iShopper Shares for public investment. p. Shareholders understand that the iShopper Shares are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state laws and that iShopper is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings set forth herein in order to determine the suitability of Shareholder to acquire the iShopper Shares. q. That the information set forth herein concerning Shareholder is true and correct. r. Shareholders are all "accredited investors" as that term is defined in Regulation D promulgated under the Securities Act of 1933 (the "1933 Act"), in that each (i) has an individual net worth, or joint net worth with counsel his or her spouse, of hisat least $1,000,000, her or its own choosing(ii) has had individual income in excess of $200,000, or joint income with his or spouse in excess of $300,000, in each of the last two years, and has a reasonable expectation of reaching the same income level in the current year.

Representations and Warranties of Shareholders. Each Shareholder, as to itselfseverally and not jointly, hereby represents and warrants to Parent, as of the date of this Agreement Parent and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, Merger Sub as follows: (a) Each such Such Shareholder which is an entity is duly organized, validly existing and in good standing under has the laws of the jurisdiction of its formation and has all requisite power capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunderconsummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation agreement of such Shareholder, Shareholder enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general or equitable principles of equity (regardless of whether considered in a proceeding in equity or at law)relating to enforceability. (b) There Such Shareholder is no actionthe Beneficial Owner, suit, investigation, complaint or free and clear of any Liens (other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights than those arising under this Agreement or and other than Liens against Owned Shares that have been pledged and/or deposited in certain accounts maintained with registered broker-dealers and other nominees as margin loan collateral), of the performance by any party Owned Shares, which, as of its obligations under the date of this Agreement, are set forth below such Shareholder’s name on the signature pages hereto and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder’s Owned Shares. The Owned Shares set forth below such Shareholder’s name on the signature pages hereto constitute all of the capital stock of the Company that are legally and Beneficially Owned by such Shareholder as of the date of this Agreement, and, except for such Shareholder’s Owned Shares and, the Owned Shares owned by the other Shareholders who are parties to this Agreement, such Shareholder and such Shareholder’s Affiliates do not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Ordinary Shares or any securities convertible into Ordinary Shares (including Company Stock Options). (c) Such Except for filings required under the Exchange Act, with respect to such Shareholder’s Beneficial Ownership of Ordinary Shares, none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof (i) requires any consent or other permit of, or filing with or notification to, any Governmental Authority or any other person by such Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any contract to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares) may be bound, (iii) violates any Order or Law applicable to such Shareholder or any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares), or (iv) results in a Lien upon any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares). (d) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of such Shareholder that is or will be payable by Parent, Merger Sub, the Company or any of its Subsidiaries. (e) Each Shareholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s the Shareholders’ execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or its own choosingAgreement.

Representations and Warranties of Shareholders. Each The Shareholder, as hereby represents, warrants and covenants to itself, hereby represents Parent and warrants to Parent, as of the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, Merger Sub as follows: (ai) Each the Shareholder is the owner, or otherwise entitled to direct the voting, of the Shares indicated under the Shareholder’s name on the signature page of this Agreement, and such Shares are free and clear of any Liens or adverse claims (except for such Liens arising under securities laws or for such Liens or adverse claims as would not prohibit, limit or otherwise conflict with the Shareholder’s compliance with its obligations pursuant to this Agreement). Without limiting the foregoing, except for proxies and restrictions in favor of Parent pursuant to this Agreement, and except for voting such Shares on the election of the Company's directors, the Shareholder has sole voting and dispositive power with respect to all of the Shareholder's Shares, with no restrictions on the Shareholder’s sole voting and dispositive power and no Person other than the Shareholder has any right to direct or approve the voting or disposition of any of the Shareholder's Shares. The Shareholder is not subject to any Contract that would in any way preclude, restrict, delay or prevent the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and upon the Effective Time, the Shareholder shall not be subject to any such Contract. The Shareholder does not own any securities of the Company other than the Shares indicated under the Shareholder’s name on the signature page of this Agreement. No private entity which is an entity is duly organized, validly existing and in good standing under wholly-owned by the laws Shareholder owns any securities of the jurisdiction Company nor will any such entity own any securities of its formation and the Company as long as this Agreement is in effect. (A) The Shareholder has all requisite full power and authority to execute make, enter into and deliver carry out its obligations pursuant to the terms and conditions under this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power the Proxy, and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibitB) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (c) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement or the Proxy by the Shareholder do not, and the representations Shareholder’s performance of its obligations under this Agreement and warranties the Proxy will not: (a) conflict with or violate any order, decree or judgment applicable to the Shareholder or to its Shares; or (b) result in any breach of such or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on, any of its Shares pursuant to any agreement to which the Shareholder contained herein. Such is a party or by which the Shareholder has had is bound or affected, except in each case as would not prohibit the opportunity Shareholder’s compliance with its obligations pursuant to review this Agreement or the Proxy. (iii) No proxies or voting instructions relating to the Merger Agreement and this Agreement with counsel have been heretofore given or will be given in respect of histhe Shareholder's Shares, her or its own choosingother than the Proxy.

Representations and Warranties of Shareholders. Each Shareholder, as to itselfseverally and not jointly, hereby represents and warrants to Parent, the Purchaser Parties as of the date of this Agreement and as at all times during the term of the record date for each meeting of shareholders of the Company occurring prior to the Termination Datethis Agreement, as follows: (a) Each such Such Shareholder which is an entity is duly organized, validly existing and in good standing under has the laws of the jurisdiction of its formation and has all requisite power capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power fulfill and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation agreement of such Shareholder, Shareholder enforceable by the Purchaser Parties against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There is no action, suit, investigation, complaint or other proceeding pending against any The number of Shares constituting Owned Shares of such Shareholder oras of the date hereof, and the number of votes which the holder of such Shares shall be entitled to cast in respect of any matter as to which holders of Shares are entitled to cast votes, are set forth next to such Shareholder’s name on Schedule A of this Agreement. Such Shareholder is the record and Beneficial Owner of, and has good, valid and marketable title, free and clear of any Liens (other than those arising under this Agreement) to, the Owned Shares, and, except as provided in this Agreement and subject to the knowledge provisions of the Securities Act of 1933, as amended, has full and unrestricted power to dispose of and vote all of such Shareholder’s Owned Shares without the consent or approval of, or any other action on the part of, any other Person orPerson, to the knowledge of and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder’s Owned Shares. The Owned Shares set forth next to such Shareholder’s name on Schedule A hereto constitute all of the capital stock of the Company that is Beneficially Owned by such Shareholder as of the date hereof, threatened against and, except for such Shareholder’s Owned Shares, such Shareholder and such Shareholder’s Affiliates do not Beneficially Own or have any Shareholder right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any other Person that restricts combination of the foregoing) any Shares or prohibits any securities convertible into Shares (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreementincluding Company Stock Rights). (c) Such Other than the filing by a Shareholder understands and acknowledges that Parent is entering into of any reports with the Merger Agreement in reliance upon such Shareholder’s SEC required by Sections 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement and by a Shareholder, the representations and warranties consummation by a Shareholder of the actions contemplated hereby or compliance by a Shareholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by such Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Contract to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares) may be bound, (iii) violates any Order or Law applicable to such Shareholder contained herein. or any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares), or (iv) results in a Lien upon any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares). (d) Such Shareholder has reviewed the Merger Agreement and has had the opportunity to review ask questions and receive answers concerning (i) the terms and conditions of this Agreement and (ii) the terms and conditions of the transactions contemplated by the Merger Agreement, including the Merger, has had full access to such other information concerning this Agreement, the Merger Agreement and the Merger as the Shareholder has requested, and has had the opportunity to consult with the Shareholder’s legal and financial advisors regarding this Agreement, the Merger Agreement with counsel of his, her or its own choosingand the Merger and the Shareholder’s obligations hereunder.

Representations and Warranties of Shareholders. Each Shareholder, as to itselfitself (severally and not jointly), hereby represents and warrants to Parent, as of the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, as follows: (a) Such Shareholder is the record or beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens other than as created by this Agreement. Such Shareholder has sole voting power, sole power of disposition, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Covered Shares are not subject to any voting trust agreement or other contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Covered Shares. Except pursuant to this Agreement, there are no options, warrants, or other rights, agreements, arrangements, or commitments of any character to which such Shareholder is a party relating to the pledge, disposition, or voting of any of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. For the purposes of this Agreement, “Transfer” means, with respect to any Covered Shares, any assignment, pledge, conveyance of any legal or beneficial ownership interest in, sale, transfer, exchange, gift, mortgage, encumbrance, grant of a security interest, issuance of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise (b) Each such Shareholder which is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. The execution, delivery and performance of this Agreement by each such Shareholder which is an entity, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Shareholder and no other actions or proceedings on the part of such Shareholder are necessary to authorize the execution and delivery by such Shareholder of this Agreement, the performance by such Shareholder of its obligations hereunder or the consummation by such Shareholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parentthe Company, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Shareholder is married, and any of the Covered Shares of such Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Shareholder’s spouse and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (bc) Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any governmental authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of any such Shareholder which is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets except, in the case of clause (B) or (C), for breaches, violations or defaults that would not, individually or in the aggregate, materially impair the ability of such Shareholder to perform its obligations hereunder. (d) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts could reasonably be expected to materially impair or prohibits materially adversely affect the ability of such Shareholder to perform such Shareholder’s obligations hereunder or to restrict or prohibit (oror that, if successful, would restrict or prohibit) the exercise by Parent the Company of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (ce) Such Shareholder understands and acknowledges that Parent the Company is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or its own choosing.

Representations and Warranties of Shareholders. Each The Shareholder, as hereby represents, warrants and covenants to itself, hereby represents Parent and warrants to Parent, as of the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, Merger Sub as follows: (ai) Each the Shareholder is the owner, or otherwise entitled to direct the voting, of the Shares indicated under the Shareholder’s name on the signature page of this Agreement, and such Shares are free and clear of any Liens or adverse claims (except for such Liens arising under securities laws or for such Liens or adverse claims as would not prohibit, limit or otherwise conflict with the Shareholder’s compliance with its obligations pursuant to this Agreement). Without limiting the foregoing, except for proxies and restrictions in favor of Parent pursuant to this Agreement, and except for voting such Shares on the election of the Company's directors, the Shareholder has sole voting and dispositive power with respect to all of the Shareholder's Shares, with no restrictions on the Shareholder’s sole voting and dispositive power and no Person other than the Shareholder has any right to direct or approve the voting or disposition of any of the Shareholder's Shares. The Shareholder is not subject to any Contract that would in any way preclude, restrict, delay or prevent the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and upon the Effective Time, the Shareholder shall not be subject to any such Contract. The Shareholder does not own any securities of the Company other than the Shares indicated under the Shareholder’s name on the signature page of this Agreement. No private entity which is an entity is duly organized, validly existing and in good standing under wholly-owned by the laws Shareholder owns any securities of the jurisdiction Company nor will any such entity own any securities of its formation and the Company as long as this Agreement is in effect. To the Shareholder's knowledge, after inquiry, as of November 26, 2013 no private entity controlled but not wholly-owned by the Shareholder (other than private entities controlled by Elron) owned any securities of the Company. (ii) (A) The Shareholder has all requisite full power and authority to execute make, enter into and deliver carry out its obligations pursuant to the terms and conditions under this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power the Proxy, and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibitB) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (c) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement or the Proxy by the Shareholder do not, and the representations Shareholder’s performance of its obligations under this Agreement and warranties the Proxy will not: (a) conflict with or violate any order, decree or judgment applicable to the Shareholder or to its Shares; or (b) result in any breach of such or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on, any of its Shares pursuant to any agreement to which the Shareholder contained herein. Such is a party or by which the Shareholder has had is bound or affected, except in each case as would not prohibit the opportunity Shareholder’s compliance with its obligations pursuant to review this Agreement or the Proxy. (iii) No proxies or voting instructions relating to the Merger Agreement and this Agreement with counsel have been heretofore given or will be given in respect of histhe Shareholder's Shares, her or its own choosingother than the Proxy.