Common use of Representations and Warranties of Shareholders Clause in Contracts

Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder 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. (c) 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 Proceeding pending against such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against 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 his obligations under this Agreement. (e) 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.

Representations and Warranties of Shareholders. Each Shareholder hereby represents represents, warrants and warrants to Parent covenants as follows: (a) Such Shareholder is duly organized or formed, validly existing and, if applicable, in good standing under 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 laws 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 jurisdiction 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreementits formation. (b) Such Shareholder is a natural person who has full legal the right, power and capacity authority to execute and deliver enter into this Agreement Agreement, to become a Shareholder and to perform such Shareholder’s its obligations hereunder. This under this Agreement, and this Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes is 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. (c) 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 Proceeding pending against such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against 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 his obligations under this Agreement. (e) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s The execution and delivery of this Agreement does not violate or conflict with the charter, bylaws or formation documents of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder contained hereinshall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to Parent as followsthe Company that the following statements are true and correct: (ai) Such the shares of Common Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by such Shareholder is as of the record or beneficial owner of, and has good and valid title to, the Owned Shares date hereof as set forth opposite his or her name on Schedule Exhibit A hereto, are owned by such Shareholder free and clear of Liens other than 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 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 date hereof as set forth in on Exhibit A attached hereto free and clear of all claims, liens, pledges, options, charges, security interests, mortgages, deeds of trust, encumbrances or rights of any third party of any nature whatsoever; (iii) if such Shareholder is not a natural person, then 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder 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 when executed and delivered by such Shareholder andShareholder, assuming due authorizationshall have been duly authorized, execution executed and delivery delivered by Parentand on behalf of such Shareholder, constitutes a legal, and shall constitute the valid and binding obligation agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws affecting creditors’ ' rights generally generally; (iv) if such Shareholder is not a natural person, then such Shareholder has the requisite power and by general principles authority to enter into this Agreement and to perform its obligations hereunder; (v) such Shareholder is acquiring the shares of equity Common Stock issuable to such Shareholder upon the Exchange for investment purposes only, for its own account and not with a view to, or for resale in connection with, any distribution thereof in violation of applicable securities laws; (regardless vi) such Shareholder has been advised that the shares of whether considered Common Stock issuable to such Shareholder upon the Exchange will not be registered under the Securities Act of 1933, as amended ("Securities Act"), or applicable state securities laws and that such shares must be held indefinitely unless the offer and sale thereof are subsequently registered under the Securities Act or an exemption from such registration is available; (vii) such Shareholder (a) has knowledge, skill and experience in a proceeding in equity or at law). The Shareholders are married financial, business and investment matters, (b) is capable of evaluating the merits and risks of the receipt of the shares of Common Stock issuable to one another. such Shareholder upon the Exchange, (c) Neither is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the executionSecurities Act, delivery or performance and (d) has the ability to bear the risk of this Agreement by losing such Shareholder nor the consummation by such Shareholder Shareholder's entire position in shares 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 Common Stock issuable to such Shareholder or any of such Shareholder’s properties or assets.upon the Exchange; and (dviii) There is no Proceeding pending against such Shareholder or, acknowledges and agrees that the certificates evidencing the shares of Common Stock issuable to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against such Shareholder or any other Person that restricts or prohibits 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. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (or, if successful, would restrict or prohibit13) the exercise by Parent of its rights under this Agreement or the performance by any party of his obligations under this AgreementOF 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. (e) 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.

Representations and Warranties of Shareholders. Each Shareholder hereby Shareholder, severally and not jointly, represents and warrants to Parent the Purchaser Parties as of the date of this Agreement and at all times during the term of this Agreement, as follows: (a) Such Shareholder is has the record or beneficial owner of, requisite capacity 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder is a natural person who has full legal power and capacity authority to execute and deliver this Agreement and to fulfill and 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. (b) The number of Shares constituting Owned Shares of such Shareholder as 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 enforcement may be limited by applicable bankruptcyprovided in this Agreement and subject to the provisions of the Securities Act of 1933, insolvencyas amended, reorganizationhas full and unrestricted power to dispose of and vote all of such Shareholder’s Owned Shares without the consent or approval of, moratorium or any other action on the part of, any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting 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)agreement with respect to, such Shareholder’s Owned Shares. The Shareholders are married Owned Shares set forth next to one anothersuch 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, and, except for such Shareholder’s Owned Shares, 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 Shares or any securities convertible into Shares (including Company Stock Rights). (c) Neither Other than the executionfiling by a Shareholder of any reports with the SEC required by Sections 13(d) or 16(a) of the Exchange Act, none of the execution and delivery or performance of this Agreement by such Shareholder nor a Shareholder, the consummation by such a Shareholder of the transactions actions contemplated hereby nor or compliance by such a Shareholder with any of the provisions hereof shall (1i) result in requires any breach consent or violation other Permit of, or constitute filing with or notification to, any Governmental Entity or any other Person by such Shareholder, (ii) results in a default violation or breach of, or constitutes (with or an event which, with without notice or lapse of time or both, would become ) a default) under, default (or give gives rise to others any rights third party right of termination, amendmentcancellation, acceleration modification or cancellation ofacceleration) under any of the terms, conditions or result in the creation provisions 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 Shareholder’s properties or affected assets (including such Shareholder’s Owned Shares) may be bound, (iii) violates any Order or (2) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to such Shareholder or any of such Shareholder’s properties or assetsassets (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) There is no Proceeding pending against such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against 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 his obligations under this Agreement. (e) Such Shareholder understands and acknowledges that Parent is entering into has reviewed the Merger Agreement in reliance upon such Shareholder’s execution and delivery has had the opportunity to ask questions and receive answers concerning (i) the terms and conditions of this Agreement and (ii) the representations terms and warranties 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 contained hereinhas requested, and has had the opportunity to consult with the Shareholder’s legal and financial advisors regarding this Agreement, the Merger Agreement and the Merger and the Shareholder’s obligations hereunder.

Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to Parent as followsthat: (a) Such The Shareholder is Beneficially owns the record or beneficial owner of, and has good and valid title to, the Owned Shares number of shares of Company Common Stock set forth opposite his or her the Shareholder’s name on Schedule Exhibit A heretoattached hereto (such shares of Company Common Stock, the “Subject Shares”), free and clear of Liens other than as created by all Liens. Except for this Agreement. Each Shareholder has sole or joint (with Agreement and 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 Merger Agreement, as appropriatethere 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 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 Shareholder’s obligations herein. (ib) 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 The Shareholder does not Beneficially own beneficially 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 record any Shares capital stock of the Company or any interest therein. The Owned Shares are not subject to any voting trust agreement security exercisable for or other Contract to which any Shareholder is a party restricting or otherwise relating to the voting or Transfer convertible into shares of capital stock of the Owned Shares. Such Company (“Options”). (c) Except pursuant to this Agreement, the Shareholder has not appointed or granted any proxy proxy, which appointment or power of attorney that grant is still in effect effective with respect to the Subject Shares or any Owned New Shares, except as contemplated by this Agreement. (bd) Such If the Shareholder is a natural person who corporation, limited liability company, partnership or other form of business entity, it is duly 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 its jurisdiction of organization. (e) The Shareholder has full legal power and capacity authority to enter into, execute and deliver this Agreement and to perform such Shareholder’s fully its obligations hereunder. This hereunder and 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). The Shareholders are married to one another. (cf) Neither Other than filings under the Exchange Act, no notices, reports or other filings are required to be made by the Shareholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Shareholder from, any Governmental Authority, in connection with the execution and delivery of this Agreement by the Shareholder. (g) The execution, delivery or and performance of this Agreement by such the Shareholder nor does not, and the consummation by such Shareholder it of the transactions contemplated hereby nor compliance by such Shareholder 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 provisions hereof shall Shareholder, if any, (1ii) result in any a violation or breach or violation of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would become ) a default) under, default (or give rise to others any rights right of termination, amendmentcancellation, acceleration modification or cancellation of, acceleration) (whether after the giving of notice or result in the creation passage of a Lien on such property time or asset of such Shareholder pursuant to, both) under any Contract to which such the Shareholder is a party or by which such any of its assets are bound, (iii) will not result in the creation of any Lien on any of the assets of the Shareholder or (iv) result in a violation of, under or pursuant to any property or asset of such Shareholder is bound or affected or (2) violate any law, rule, regulation, order, writ, injunction, decree, statute, rule judgment or regulation decree applicable to such the Shareholder or by which any of such Shareholder’s properties or assetsits assets are bound. (d) There is no Proceeding pending against such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against 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 his obligations under this Agreement. (e) 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.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, as to itself (severally and not jointly), hereby represents and warrants to Parent the Company as follows: (a) Such Shareholder is the record or and beneficial owner of, and has good and valid title to, the Owned Shares set forth opposite his or her name on Schedule A heretoCovered Shares, free and clear of Liens other than as created by this Agreement. Each Such 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 or dissenter rights, if any, 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 heretoall 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 (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 (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 interest thereincapital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent. The Owned Covered Shares are not subject to any voting trust agreement or other Contract to which any such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Owned Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Covered Shares, except as contemplated by this Agreement. (b) Such Each such Shareholder is a natural person who duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has full legal all requisite power and capacity 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’s , the performance by such Shareholder of its obligations hereunderhereunder 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). The Shareholders are married to one another. (c) Neither 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 (1A) 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 (2C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assetsassets 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 Proceeding 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 such 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 his its obligations under this Agreement. (e) 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.

Representations and Warranties of Shareholders. Each Shareholder hereby Shareholder, severally and not jointly, represents and warrants to 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 AgreementAcquirer, 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 hereofof this Agreement and as of the Closing Date, other than that (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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder 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 authorized, executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, the valid and binding obligation agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms; (ii) such Shareholder is the record and beneficial owner (or, except with respect to VBI Common Shares held in street name on behalf of such Shareholder, the beneficial (but not record) owner) of the Owned Shares set forth below such Shareholder’s name on the signature page hereto (and any Owned Shares acquired by such Shareholder after the date hereof), with sole, or shared with such Shareholder’s spouse who is also party hereto, voting and dispositive power over such Owned Shares; (iii) such Owned Shares are the only voting securities or interests in VBI owned (beneficially or of record) by such Shareholder; (iv) such Owned Shares are owned by such Shareholder free and clear of all liens, charges, encumbrances, agreements and commitments of every kind, other than those liens, charges, encumbrances, agreements and commitments created by this Agreement or any liens, charges and encumbrances of such Owned Shares existing as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium of the date hereof as a result of a bona fide financing arrangement with a financial institution (other than a hedge fund) that would not prevent such Shareholder from voting its Owned Shares in favor of the Merger or similar laws affecting creditors’ rights generally otherwise complying with such Shareholder’s obligations under this Agreement; and by general principles of equity (regardless of whether considered in a proceeding in equity v) neither the execution or at law). The Shareholders are married to one another. (c) 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 will violate any provisions of any Law or order, injunction, decree or judgment applicable to such Shareholder with or any of the provisions hereof shall (1) result in any breach contract, agreement 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 other commitment 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. assets (dincluding such Owned Shares) There is no Proceeding pending against bound, other than such Shareholder orviolations of contracts, to the knowledge of such Shareholderagreements or commitments as would not prevent, any other Person or, to the knowledge of such Shareholder, threatened against such Shareholder impede 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 delay the performance by any party such Shareholder of his or her obligations under this Agreementhereunder or impose any liability or obligation on VBI or Acquirer or any Subsidiaries or Affiliates thereof. (e) 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.

Representations and Warranties of Shareholders. Each Shareholder hereby as to itself, himself or herself represents and warrants to Parent GoodNoise 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 (a) Such Shareholder is except, with respect to shareholders which are partnerships, partners of such shareholders). The Nordic Shares are and will be, at all times until 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 heretoClosing, free and clear of Liens any liens, claims, options, charges or other than as created by this Agreementencumbrances. Each Shareholder has sole Such Shareholder's principal place of residence or joint (with the other Shareholder) voting power, sole or joint (with the other Shareholder) power place 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 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 this Agreement, as appropriate, in each case the capital stock of Nordic that Shareholder purchases or with respect to those Owned which such Shareholder otherwise acquired beneficial ownership after the date of this Agreement and prior to the Closing (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 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 opposite his herein. 5.6 Until such time as the GoodNoise Shares shall become registered for resale under the Securities Act or her name on Schedule A hereto, with no limitations, qualifications or restrictions on such rights, longer subject to applicable federal securities laws and the terms restriction pursuant to Rule 144(k), such Shareholder agrees that in no event will he make a disposition of this Agreement. As any of the date hereof, other than GoodNoise Shares unless and until (a) he shall have notified GoodNoise of the proposed disposition and shall have furnished GoodNoise with a statement of the circumstances surrounding the proposed disposition and (b) he shall have furnished GoodNoise with an opinion of counsel satisfactory to GoodNoise to the effect that (i) such disposition will not require registration of such Stock under the Owned Shares, Securities Act or (ii) Shares held by any Shareholder as custodian that appropriate action necessary for any child of compliance with the ShareholdersSecurities Act has been taken or (c) GoodNoise shall have waived, expressly and in writing, its rights under clauses (iiia) Shares held by the Shareholders’ children, (iv) Shares held by the Dalin Class Trust, and (vb) Shares held by of this Section. 5.7 In connection with the Company’s Qualified Retirement Plan and Trust and Adoption Agreementinvestment representations made herein, such Shareholder does not own beneficially or of record any Shares or any interest therein. The Owned Shares are not subject represents that he is able to any voting trust agreement or other Contract to which any Shareholder is a party restricting or otherwise relating to fend for himself in the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as transactions contemplated by 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. (b) Such Shareholder 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. (c) 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 Proceeding pending against such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against 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 his obligations under this Agreement. (e) 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 hereinthat there is no assurance that GoodNoise will be able to do so.

Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to Parent as followsthe Company that the following statements are true and correct: (ai) Such the shares of Common Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by such Shareholder is as of the record or beneficial owner of, and has good and valid title to, the Owned Shares date hereof as set forth opposite his or her name on Schedule Exhibit A hereto, are owned by such Shareholder free and clear of Liens other than 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 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 date hereof as set forth in on Exhibit A attached hereto free and clear of all claims, liens, pledges, options, charges, security interests, mortgages, deeds of trust, encumbrances or rights of any third party of any nature whatsoever; (iii) if such Shareholder is not a natural person, then 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder 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 when executed and delivered by such Shareholder andShareholder, assuming due authorizationshall have been duly authorized, execution executed and delivery delivered by Parentand on behalf of such Shareholder, constitutes a legal, and shall constitute the valid and binding obligation agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws affecting creditors’ rights generally generally; (iv) if such Shareholder is not a natural person, then such Shareholder has the requisite power and by general principles authority to enter into this Agreement and to perform its obligations hereunder; (v) such Shareholder is acquiring the shares of equity Common Stock issuable to such Shareholder upon the Exchange for investment purposes only, for its own account and not with a view to, or for resale in connection with, any distribution thereof in violation of applicable securities laws; (regardless vi) such Shareholder has been advised that the shares of whether considered Common Stock issuable to such Shareholder upon the Exchange will not be registered under the Securities Act of 1933, as amended (“Securities Act”), or applicable state securities laws and that such shares must be held indefinitely unless the offer and sale thereof are subsequently registered under the Securities Act or an exemption from such registration is available; (vii) such Shareholder (a) has knowledge, skill and experience in a proceeding in equity or at law). The Shareholders are married financial, business and investment matters, (b) is capable of evaluating the merits and risks of the receipt of the shares of Common Stock issuable to one another. such Shareholder upon the Exchange, (c) Neither is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the executionSecurities Act, delivery or performance and (d) has the ability to bear the risk of this Agreement by losing such Shareholder nor the consummation by such Shareholder Shareholder’s entire position in shares 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 Common Stock issuable to such Shareholder or any of such Shareholder’s properties or assets.upon the Exchange; and (dviii) There is no Proceeding pending against such Shareholder or, acknowledges and agrees that the certificates evidencing the shares of Common Stock issuable to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against such Shareholder or any other Person that restricts or prohibits 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. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (or, if successful, would restrict or prohibit13) the exercise by Parent of its rights under this Agreement or the performance by any party of his obligations under this AgreementOF 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. (e) 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.

Representations and Warranties of Shareholders. Each Shareholder The Shareholder, hereby represents represents, warrants and warrants covenants to Parent and Merger Sub as follows: (ai) Such the Shareholder is the record owner, or beneficial owner ofotherwise entitled to direct the voting, of the Shares indicated under the Shareholder’s name on the signature page of this Agreement, and has good and valid title to, the Owned such Shares set forth opposite his or her name on Schedule A hereto, are free and clear of any Liens other than or adverse claims (except for such Liens arising under securities laws or for such Liens or adverse claims as created by would not prohibit, limit or otherwise conflict with the Shareholder’s compliance with its obligations pursuant to this Agreement). Each 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 or joint (voting and dispositive power 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 respect 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 heretoShareholder's Shares, with no limitations, qualifications or restrictions on such rights, 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 applicable federal securities laws any Contract that would in any way preclude, restrict, delay or prevent the consummation of the Merger and the terms 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. As No private entity which is wholly-owned by the Shareholder owns any securities of the date hereofCompany nor will any such entity own any securities of 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 (iprivate entities controlled by Elron) owned any securities of the Owned Shares, Company. (ii) Shares held by any (A) The Shareholder as custodian for any child of has full power and authority to make, enter into and carry out its obligations pursuant to the Shareholders, (iii) Shares held by terms and conditions under this Agreement and the Shareholders’ children, (iv) Shares held by the Dalin Class TrustProxy, and (vB) Shares held the execution and delivery of this Agreement or the Proxy by the CompanyShareholder do not, and the Shareholder’s Qualified Retirement Plan and Trust and Adoption Agreement, such Shareholder does not own beneficially or performance 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder is a natural person who has full legal power and capacity to execute and deliver its obligations under this Agreement and the Proxy will not: (a) conflict with or violate any order, decree or judgment applicable to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such the 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 or to its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium Shares; 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. (c) 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 (1b) result in any breach or violation of, of or constitute a default (or an event which, with notice or lapse of time 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 any Lien on such property or asset of such Shareholder pursuant toon, any Contract of its Shares pursuant to any agreement to which such the Shareholder is a party or by which such Shareholder or any property or asset of such the Shareholder is bound or affected or (2) violate any orderaffected, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such except in each case as would not prohibit the Shareholder’s properties or assets. (d) There is no Proceeding pending against such Shareholder or, compliance with its obligations pursuant to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against 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 his obligations under this AgreementProxy. (eiii) Such Shareholder understands and acknowledges that Parent is entering into No proxies or voting instructions relating to the Merger Agreement have been heretofore given or will be given in reliance upon such respect of the Shareholder’s execution and delivery of this Agreement and 's Shares, other than the representations and warranties of such Shareholder contained hereinProxy.

Representations and Warranties of Shareholders. Each Shareholder hereby as to itself, himself or herself represents and warrants to Parent GoodNoise 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 (a) Such Shareholder is except, with respect to shareholders which are partnerships, partners of such shareholders). The Emusic Shares are and will be, at all times until 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 heretoClosing, free and clear of Liens any liens, claims, options, charges or other than as created by this Agreementencumbrances. Each Shareholder has sole Such Shareholder's principal place of residence or joint (with the other Shareholder) voting power, sole or joint (with the other Shareholder) power place 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 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 this Agreement, as appropriate, in each case the capital stock of Emusic that Shareholder purchases or with respect to those Owned which such Shareholder otherwise acquired beneficial ownership after the date of this Agreement and prior to the Closing (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 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 opposite his herein. 5.6 Until such time as the GoodNoise Shares shall become registered for resale under the Securities Act or her name on Schedule A hereto, with no limitations, qualifications or restrictions on such rights, longer subject to applicable federal securities laws and the terms restriction pursuant to Rule 144(k), such Shareholder agrees that in no event will he make a disposition of this Agreement. As any of the date hereof, other than GoodNoise Shares unless and until (a) he shall have notified GoodNoise of the proposed disposition and shall have furnished GoodNoise with a statement of the circumstances surrounding the proposed disposition and (b) he shall have furnished GoodNoise with an opinion of counsel satisfactory to GoodNoise to the effect that (i) such disposition will not require registration of such Stock under the Owned Shares, Securities Act or (ii) Shares held by any Shareholder as custodian that appropriate action necessary for any child of compliance with the ShareholdersSecurities Act has been taken or (c) GoodNoise shall have waived, expressly and in writing, its rights under clauses (iiia) Shares held by the Shareholders’ children, (iv) Shares held by the Dalin Class Trust, and (vb) Shares held by of this Section. 5.7 In connection with the Company’s Qualified Retirement Plan and Trust and Adoption Agreementinvestment representations made herein, such Shareholder does not own beneficially or of record any Shares or any interest therein. The Owned Shares are not subject represents that he is able to any voting trust agreement or other Contract to which any Shareholder is a party restricting or otherwise relating to fend for himself in the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as transactions contemplated by 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. (b) Such Shareholder 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. (c) 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 Proceeding pending against such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against 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 his obligations under this Agreement. (e) 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 hereinthat there is no assurance that GoodNoise will be able to do so.

Representations and Warranties of Shareholders. Each Shareholder hereby Shareholder, severally and not jointly, represents and warrants to 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 AgreementAcquirer, 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 hereofof this Agreement and as of the Closing Date, other than that (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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder 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 authorized, executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, the valid and binding obligation agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable general principles of equity whether applied in a court of law or court of equity and by bankruptcy, insolvency, reorganization, moratorium or insolvency and similar laws affecting creditors’ rights generally and remedies generally; (ii) such Shareholder is the record and beneficial owner of the Owned Shares set forth below such Shareholder’s name on the signature page hereto (and any Owned Shares acquired by general principles such Shareholder after the date hereof), with sole voting and dispositive power over such Owned Shares; (iii) such Owned Shares are the only voting securities or interests in IFB owned (beneficially or of equity record) by such Shareholder; (regardless iv) such Owned Shares are owned by such Shareholder free and clear of whether considered in a proceeding in equity all liens, charges, encumbrances, agreements and commitments of every kind, other than as expressly set forth herein; and (v) neither the execution or at law). The Shareholders are married to one another. (c) 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 will violate any provisions of any Law or order, injunction, decree or judgment applicable to such Shareholder with or any of the provisions hereof shall (1) result in any breach contract, agreement 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 other commitment 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. assets (dincluding such Owned Shares) There is no Proceeding pending against bound, other than such Shareholder orviolations of contracts, to the knowledge of such Shareholderagreements or commitments as would not prevent, any other Person or, to the knowledge of such Shareholder, threatened against such Shareholder impede 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 delay the performance by any party Member of his or her obligations under this Agreementhereunder or impose any liability or obligation on IFB or Acquirer or any Subsidiaries or Affiliates thereof. (e) 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.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, as to itself (severally and not jointly), hereby represents and warrants to Parent the Company 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 heretoCovered Shares, free and clear of Liens other than as created by this Agreement. Each Such 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 heretoall 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 (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 Covered Shares are not subject to any voting trust agreement or other Contract contract to which any such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Owned 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 Owned 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) Such 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 who 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). The Shareholders are married 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 one anotherbe 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). (c) Neither 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 (1A) 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 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 (2C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assetsassets 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 Proceeding 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 such 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 his its obligations under this Agreement. (e) 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.

Representations and Warranties of Shareholders. Each Shareholder The Shareholder, hereby represents represents, warrants and warrants covenants to Parent and Merger Sub as follows: (ai) Such the Shareholder is the record owner, or beneficial owner ofotherwise entitled to direct the voting, of the Shares indicated under the Shareholder’s name on the signature page of this Agreement, and has good and valid title to, the Owned such Shares set forth opposite his or her name on Schedule A hereto, are free and clear of any Liens other than or adverse claims (except for such Liens arising under securities laws or for such Liens or adverse claims as created by would not prohibit, limit or otherwise conflict with the Shareholder’s compliance with its obligations pursuant to this Agreement). Each 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 or joint (voting and dispositive power 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 respect 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 heretoShareholder's Shares, with no limitations, qualifications or restrictions on such rights, 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 applicable federal securities laws any Contract that would in any way preclude, restrict, delay or prevent the consummation of the Merger and the terms 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. As No private entity which is wholly-owned by the Shareholder owns any securities of the date hereof, other than (i) the Owned Shares, (ii) Shares held by Company nor will any Shareholder as custodian for such entity own any child securities of the ShareholdersCompany as long as this Agreement is in effect. (A) The Shareholder has full power and authority to make, (iii) Shares held by enter into and carry out its obligations pursuant to the Shareholders’ children, (iv) Shares held by terms and conditions under this Agreement and the Dalin Class TrustProxy, and (vB) Shares held the execution and delivery of this Agreement or the Proxy by the CompanyShareholder do not, and the Shareholder’s Qualified Retirement Plan and Trust and Adoption Agreement, such Shareholder does not own beneficially or performance 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder is a natural person who has full legal power and capacity to execute and deliver its obligations under 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.the Proxy will not: (ca) Neither conflict with or violate any order, decree or judgment applicable to the execution, delivery Shareholder 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 to its Shares; or (1b) result in any breach or violation of, of or constitute a default (or an event which, with notice or lapse of time 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 any Lien on such property or asset of such Shareholder pursuant toon, any Contract of its Shares pursuant to any agreement to which such the Shareholder is a party or by which such Shareholder or any property or asset of such the Shareholder is bound or affected or (2) violate any orderaffected, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such except in each case as would not prohibit the Shareholder’s properties or assets. (d) There is no Proceeding pending against such Shareholder or, compliance with its obligations pursuant to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against 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 his obligations under this AgreementProxy. (eiii) Such Shareholder understands and acknowledges that Parent is entering into No proxies or voting instructions relating to the Merger Agreement have been heretofore given or will be given in reliance upon such respect of the Shareholder’s execution and delivery of this Agreement and 's Shares, other than the representations and warranties of such Shareholder contained hereinProxy.

Representations and Warranties of Shareholders. Each Shareholder hereby hereby, severally and not jointly, represents and warrants warrants, with respect to himself, herself or itself only, to Parent and Merger Sub 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. 1.1 As of the date hereofof this Agreement, other than such Shareholder (i) is the Owned 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) Shares held by any Shareholder except 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 set forth in Schedule I to this Agreement, such Shareholder does not own beneficially hold or have any beneficial ownership interest in any other shares 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Company Common Stock. 1.2 Such Shareholder has not appointed the legal capacity or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder is a natural person who has full legal requisite entity power and capacity authority, as the case may be, to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunderconsummate the transactions contemplated hereby. If Shareholder is an entity, it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has taken all necessary entity action to authorize the execution, delivery and performance of this 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). The Shareholders are married to one anotherother equitable remedies. 1.4 If such Shareholder is an individual and the Shares constitute community property or otherwise require spousal approval in order for this Agreement to 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 (ci) 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, execution and 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) will result in any breach or a 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 toconflict with, any Contract 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 property such violation, default or asset 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 bound an entity, conflict with or affected violate such Shareholder’s organizational documents or (2iii) violate require any orderconsent, writapproval, injunction, decree, statute, rule or regulation 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’s properties , or assets. (d) There is no Proceeding pending against such Shareholder or, to by a nominee or custodian for the knowledge 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 other Person Governmental Body that restricts could reasonably be expected to impair 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 his such Shareholder’s obligations under this Agreement. (e) 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 hereinin such Shareholder’s capacity as a shareholder of the Company.

Representations and Warranties of Shareholders. Each Shareholder hereby Shareholder, severally and not jointly, represents and warrants to Parent and Merger Sub as follows: (a) Such Shareholder is has the record or beneficial owner of, requisite capacity 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder is a natural person who has full legal power and capacity authority 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 or equitable principles relating to enforceability. (b) Such Shareholder is the Beneficial Owner, free and by general principles clear of equity any Liens (regardless other than those arising under this Agreement or any Liens under any margin account with a bank or brokerage at which the Owned Shares are held), of whether considered 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 a proceeding in equity 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 at law)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 married parties to one anotherthis 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) Neither Except for filings required under the executionExchange Act, with respect to such Shareholder’s Beneficial Ownership of Ordinary Shares, none of the execution and delivery or performance of this Agreement by such Shareholder nor Shareholder, the consummation by such Shareholder of the transactions contemplated hereby nor or compliance by such Shareholder with any of the provisions hereof shall (1i) result in requires any breach consent or violation other permit of, or constitute filing with or notification to, any Governmental Authority or any other person by such Shareholder, (ii) results in a default violation or breach of, or constitutes (with or an event which, with without notice or lapse of time or both, would become ) a default) under, default (or give gives rise to others any rights third party right of termination, amendmentcancellation, acceleration material modification or cancellation ofacceleration) under any of the terms, conditions or result in the creation provisions of a Lien on such property or asset of such Shareholder pursuant to, any Contract contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound Shareholder’s properties or affected assets (including such Shareholder’s Owned Shares) may be bound, (iii) violates any Order or (2) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to such Shareholder or any of such Shareholder’s properties or assetsassets (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) There No broker, finder or investment banker is no Proceeding pending against such Shareholder orentitled to any brokerage, to finder’s or other fee or commission in connection with the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against such Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise transactions contemplated by Parent of its rights under this Agreement or the performance 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 party of his obligations under this Agreementits Subsidiaries. (e) Such 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 hereinAgreement.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, as to itself (severally and not jointly), hereby represents and warrants to Parent as follows: (a) Such Shareholder is the record or and beneficial owner of, and has good and valid title to, the Owned Shares set forth opposite his or her name on Schedule A heretoCovered Shares, free and clear of Liens Encumbrances other than as created by this Agreement. Each Such 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 heretoall 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 (i) the Owned Shares, (ii) Shares held by any Shareholder as custodian for any child of and 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 Agreementoptions identified on Schedule A, such Shareholder does not own beneficially or of record any Shares (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 interest therein. capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (c) The Owned Covered Shares are not subject to any voting trust agreement or other Contract to which any such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Owned Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Covered Shares, except as contemplated by this Agreement. (bd) Such Each such Shareholder that is a natural person who 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 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. (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). The Shareholders are married 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 one anotherbe 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). (cg) 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 (1i) 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 a Lien 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 (2iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets. (dh) There is no Proceeding 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 such 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 his its obligations under this Agreement. (ei) 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.

Representations and Warranties of Shareholders. Each Shareholder hereby Shareholder, severally and not jointly, represents and warrants to Parent and Merger Sub as follows: (a) Such Shareholder is has the record or beneficial owner of, requisite capacity 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder is a natural person who has full legal power and capacity authority 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 or equitable principles relating to enforceability. (b) Such Shareholder is the Beneficial Owner, free and by general principles clear of equity any Liens (regardless other than those arising under this Agreement 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 whether considered 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 a proceeding in equity 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 at law)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 married parties to one anotherthis 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) Neither Except for filings required under the executionExchange Act, with respect to such Shareholder’s Beneficial Ownership of Ordinary Shares, none of the execution and delivery or performance of this Agreement by such Shareholder nor Shareholder, the consummation by such Shareholder of the transactions contemplated hereby nor or compliance by such Shareholder with any of the provisions hereof shall (1i) result in requires any breach consent or violation other permit of, or constitute filing with or notification to, any Governmental Authority or any other person by such Shareholder, (ii) results in a default violation or breach of, or constitutes (with or an event which, with without notice or lapse of time or both, would become ) a default) under, default (or give gives rise to others any rights third party right of termination, amendmentcancellation, acceleration material modification or cancellation ofacceleration) under any of the terms, conditions or result in the creation provisions of a Lien on such property or asset of such Shareholder pursuant to, any Contract contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound Shareholder’s properties or affected assets (including such Shareholder’s Owned Shares) may be bound, (iii) violates any Order or (2) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to such Shareholder or any of such Shareholder’s properties or assetsassets (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) There No broker, finder or investment banker is no Proceeding pending against such Shareholder orentitled to any brokerage, to finder’s or other fee or commission in connection with the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against such Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise transactions contemplated by Parent of its rights under this Agreement or the performance 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 party of his obligations under this Agreementits Subsidiaries. (e) Such 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 hereinAgreement.

Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to Parent the Company and Mr. de Berdouare as follows: (a) : Such Shareholder is the record shaxx xxxxxxx xxx Xxchanged Shares for its own account as principal, not as a nominee or beneficial owner ofagent, for investment purposes only, and has good and valid title tonot with a view to or for resale, the Owned Shares set forth opposite his distribution or her name on Schedule A heretofractionalization thereof in whole or in part. Such Shareholder does not have any contract, free and clear of Liens other than as created by this Agreement. Each Shareholder has sole undertaking, agreement or joint (arrangement with the other Shareholder) voting powerany Person to sell, sole transfer or joint (with the other Shareholder) power of dispositiongrant participations to such Person or to any third Person, 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 any 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Exchanged Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder is a natural person who has full legal power right and capacity power, corporate or other, 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 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 the Bankruptcy Exception. Such Shareholder has good and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). The Shareholders are married marketable title to one another. (c) Neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder shares of the transactions contemplated hereby nor compliance by Preferred Stock set forth in Column B of Annex A hereto opposite such Shareholder's name, free and clear of all Liens, and the Shareholder with does not own of record or beneficially any other capital stock 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 assetsCompany. (d) There is no Proceeding pending against such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against 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 his obligations under this Agreement. (e) 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.

Representations and Warranties of Shareholders. Each individual Shareholder (with respect to himself or itself only) hereby represents and warrants to 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. a. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder is a natural person who has full legal power and the requisite capacity to enter into, execute and deliver this Agreement Agreement, to consummate the transactions contemplated hereby, and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of 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, Shareholder. This Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement such enforceability may be limited by applicable bankruptcybankruptcy and insolvency laws, insolvencythe rights of creditors generally, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity equity. b. Such Shareholder owns the ALNG Shares attributed to such Shareholder in Schedule 1, free and clear of all liens, restrictions and claims of any kind. The ALNG Shares attributed to such Shareholder are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of such shares. To the extent the ALNG Shares attributed to such Shareholder constitute community property with such Shareholder’s spouse, such spouse has the requisite capacity to execute the spousal consent form incorporated in the signature pages to this Agreement, and such spouse’s execution of such spousal consent form is a legal, valid and binding obligation of such spouse. c. Such Shareholder is acquiring the EBI Shares for its own account for investment purposes and not with a view to, or for sale in connection with, any distribution thereof and has no present agreement or commitment providing for the disposition thereof. Such Shareholder understands that (regardless i) none of whether considered the EBI Shares has been registered under the Securities Act or any applicable state securities laws, by reason of their issuance in a proceeding in equity transaction exempt from the registration requirements of the Securities Act and such state securities laws, (ii) the EBI Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or at law). The Shareholders are married is exempt from such registration, (iii) the EBI Shares will bear a legend to one anothersuch effect, and (iv) Earth Biofuels will make a notation on its transfer books to such effect. (c) Neither d. Such Shareholder acknowledges that it has received all the execution, delivery or performance of this Agreement by information requested from Earth Biofuels that such Shareholder nor the consummation by such Shareholder of considers necessary or appropriate for deciding whether to consummate the transactions contemplated hereby nor compliance by such this Agreement. Such Shareholder with any of acknowledges that its representatives have had an opportunity to ask questions and receive answers concerning 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 EBI Shares and have had access to such other information concerning Earth Biofuels as Such Shareholder or any has requested. Such Shareholder further represents that its representatives have knowledge and experience in financial and business matters and that its representatives are capable of evaluating the merits and risk of this transaction. e. Such Shareholder acknowledges that it is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act. f. Such Shareholder hereby acknowledges the accuracy of Schedule 1, as it pertains to such Shareholder’s properties or assets. (d) There is no Proceeding pending against such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against 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 his obligations under this Agreement. (e) 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.

Representations and Warranties of Shareholders. Each Shareholder hereby Shareholder, severally and not jointly, represents and warrants to Parent Parent, Merger Sub and the Company as follows: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 date of any meeting of stockholders and as of the date of the execution of any written consent of the Shareholders, as 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) Such Shareholder is has the record or beneficial owner of, requisite capacity 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder is a natural person who has full legal power and capacity authority 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. (b) Such Shareholder is the record and Beneficial Owner, free and clear of any Liens (other 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 as enforcement may be limited for such Shareholder's Owned Shares, the Owned Shares owned by applicable bankruptcythe 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, insolvencysuch 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, reorganizationupon lapse of time, moratorium following the satisfaction of any conditions, upon the occurrence of any event or similar laws affecting creditors’ rights generally and by general principles any combination of equity the foregoing), any shares of Company Common Stock or any securities convertible into shares of Company Common Stock (regardless of whether considered in a proceeding in equity or at lawincluding options to purchase Company Common Stock). The Shareholders are married to one another. (c) Neither None of the execution, execution and delivery or performance of this Agreement by such Shareholder nor Shareholder, the consummation by such Shareholder of the transactions contemplated hereby nor or compliance by such Shareholder with any of the provisions hereof shall (1i) result in requires any breach consent or violation other authorization, approval or permit of, or constitute 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 default violation or breach of, or constitutes (with or an event which, with without notice or lapse of time or both, would become ) a default) under, default (or give gives rise to others any rights third party right of termination, amendmentcancellation, acceleration material modification or cancellation ofacceleration) under any of the terms, conditions or result in the creation provisions 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 Shareholder's properties or affected assets (including such Shareholder's Owned Shares) may be bound, (iii) violates any Order or (2) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to such Shareholder or any of such Shareholder’s 's properties or assets. assets (dincluding such Shareholder's Owned Shares), or (iv) There is no Proceeding pending against such Shareholder or, to the knowledge results in a Lien upon any of such Shareholder, any other Person or, to the knowledge of 's properties or assets (including such Shareholder's Owned Shares), threatened against such Shareholder except for violations, breaches, defaults or any other Person that restricts or prohibits (or, if successful, Liens as would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of his obligations under this Agreement. (e) 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 not have an adverse effect on ability of such Shareholder contained hereinto perform its obligations hereunder.

Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to Parent Nowseven represent and warrant as followsfollow: (a) Such Shareholder is a. Shareholders are and will be as of the record or beneficial owner of, and has good and valid title toclosing date, the Owned Shares set forth opposite his or her name on Schedule A hereto, free and clear sole owner 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 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 Exhibit A fairly and 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, as appropriateAgreement are familiar with and understands its contents. f. Shareholders, in each case 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 those Owned the tax and other consequences involved in purchasing iShopper Shares. g. Shareholders understand and acknowledge that their rights to the iShopper 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 will be governed by the terms of this Agreement. As and conditions of the date hereofAgreement. h. The iShopper Shares being acquired will be acquired for Shareholders' own accounts without a view to public distribution or resale and that Shareholders have no contract, other than undertaking, agreement, or arrangement to sell or otherwise transfer or dispose of any iShopper Shares or any portion thereof to any person; i. Shareholders (i) can bear the Owned economic risk of the purchase of iShopper Shares, including the loss of their respective and entire investment, (ii) Shares held by any Shareholder have such knowledge and experience in business and financial matters as custodian for any child to be capable of evaluating the Shareholdersmerits 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 held by have not been registered under the Shareholders’ children, 1933 Act or the securities laws of any state and are subject to substantial restrictions on transfer as described in the Agreement. k. Shareholders will not sell or otherwise transfer ownership or dispose of any iShopper Shares or any portion thereof unless (ivi) such iShopper Shares held by are registered under the Dalin Class Trust1933 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 exemption from such registration requirements, and (vii) 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 transfer is a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still made in effect accordance with respect to any Owned Shares, except as contemplated by this Agreement. l. Shareholders understands that (bi) 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 is a natural person who 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 Shareholder has full been encouraged to rely upon the advice of Shareholder's legal power counsel and capacity accountants or other financial advisors with respect to execute the tax and deliver this Agreement 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 ask such questions and inspect such documents (including the books and 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 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 verify the accuracy 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 anotherthe information supplied. (ci) Neither 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 executionaddresses shown below for each; and (vi) all investments in and commitments to non-liquid investments are, delivery 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 performance state agency including the Securities and Exchange Commission or the securities commission or authorities of this Agreement by such Shareholder nor any state has approved or disapproved the consummation by such Shareholder iShopper Shares, passed upon or endorsed the merits of the transactions contemplated hereby nor compliance by such Shareholder with Offering, or made any finding or determination as to the fairness of the provisions hereof shall 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 (1the "1933 Act"), in that each (i) result in any breach or violation ofhas an individual net worth, or constitute a default (joint net worth with his or an event whichher spouse, with notice or lapse of time or both, would become a default) underat least $1,000,000, or give to others any rights (ii) has had individual income in excess of termination, amendment, acceleration or cancellation of$200,000, or result 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 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 assetscurrent year. (d) There is no Proceeding pending against such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against 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 his obligations under this Agreement. (e) 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.

Representations and Warranties of Shareholders. Each Shareholder hereby Shareholder, severally and not jointly, represents and warrants to Parent Parent, Merger Sub and the Company as follows: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 date of any meeting of stockholders and as of the date of the execution of any written consent of the Shareholders, as 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) Such Shareholder is has the record or beneficial owner of, requisite capacity 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 a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder is a natural person who has full legal power and capacity authority 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. (b) Such Shareholder is the record and Beneficial Owner, free and clear of any Liens (other 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 as enforcement may be limited for such Shareholder’s Owned Shares, the Owned Shares owned by applicable bankruptcythe 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, insolvencysuch 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, reorganizationupon lapse of time, moratorium following the satisfaction of any conditions, upon the occurrence of any event or similar laws affecting creditors’ rights generally and by general principles any combination of equity the foregoing), any shares of Company Common Stock or any securities convertible into shares of Company Common Stock (regardless of whether considered in a proceeding in equity or at lawincluding options to purchase Company Common Stock ). The Shareholders are married to one another. (c) Neither None of the execution, execution and delivery or performance of this Agreement by such Shareholder nor Shareholder, the consummation by such Shareholder of the transactions contemplated hereby nor or compliance by such Shareholder with any of the provisions hereof shall (1i) result in requires any breach consent or violation other authorization, approval or permit of, or constitute 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 default violation or breach of, or constitutes (with or an event which, with without notice or lapse of time or both, would become ) a default) under, default (or give gives rise to others any rights third party right of termination, amendmentcancellation, acceleration material modification or cancellation ofacceleration) under any of the terms, conditions or result in the creation provisions 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 Shareholder’s properties or affected assets (including such Shareholder’s Owned Shares) may be bound, (iii) violates any Order or (2) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to such Shareholder or any of such Shareholder’s properties or assets. assets (dincluding such Shareholder’s Owned Shares), or (iv) There is no Proceeding pending against such Shareholder or, to the knowledge results in a Lien upon any of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against such Shareholder ’s properties or any other Person that restricts or prohibits assets (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of his obligations under this Agreement. (e) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon including such Shareholder’s execution and delivery of this Agreement and the representations and warranties Owned Shares), except for violations, breaches, defaults or Liens as would not have an adverse effect on ability of such Shareholder contained hereinto perform its obligations hereunder.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, as to itself (severally and not jointly), hereby represents and warrants to Parent as follows: (a) Such As of the date hereof, such Shareholder is the record or and/or beneficial owner of, and has good and valid title to, the Owned Shares set forth opposite his or her name on Schedule A heretoCovered Shares, free and clear of Liens other than as created by this Agreement. Each Such 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 heretoall 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 (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 Covered Shares are not subject to any voting trust agreement or other Contract to which any such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Owned Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Covered Shares, except as contemplated by this Agreement. (b) Such Each such Shareholder that is a trust was duly created under the laws of the state in which it was created, is valid, has not terminated and has 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 Shareholder who is a natural person who 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). The Shareholders are married 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 one anotherbe 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). (c) Neither 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 will (1A) result in any breach conflict with 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 toviolate, any Contract to which such provision of the trust agreement of any Shareholder that is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected trust or (2B) 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 Proceeding 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 such 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 his its obligations under this Agreement. (e) 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.