Common use of REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each of the Principal Shareholders hereby represents and warrants to the Company as follows: (a) The Principal Shareholder has full power and authority to enter into this Voting Agreement and authority, insofar as the matters addressed by this Voting Agreement are concerned, to vote his, her or its MBI Stock, and is the sole record and beneficial owner of his, her or its MBI Stock. The Principal Shareholder represents that he, she or it has not granted the right to vote such MBI Stock, insofar as the same would be affected hereby, to any person or entity, subject to Section 1 of this Voting Agreement. During the term of this Agreement, the Principal Shareholder will not, and will not permit any entity under the Principal Shareholder's control to, deposit any shares of MBI Stock held by the Principal Shareholder in a voting trust or subject any of such shares to any proxy, arrangement or agreement with respect to the voting of such shares, insofar as the same would be affected hereby, other than as provided in this Agreement. The Principal Shareholder has good, valid and marketable title to the Principal Shareholder's MBI Stock, free and clear of any and all claims, liens, charges, encumbrances and security interests (except for any restrictions on transfer under applicable securities laws). (b) This Voting Agreement is the legal, valid and binding agreement of the Principal Shareholder, enforceable against the Principal Shareholder in accordance with its terms. (c) The proxy granted pursuant to this Voting Agreement is legal, valid and effective and, except for the Principal Shareholder's ability to vote as expressly retained in Section 1 hereof, will confer upon the designated proxies or their substitutes all of the voting power of the Principal Shareholder's MBI Stock under law and MBI's Certificate of Incorporation and Bylaws with respect to the matters specified in Section 1 hereof until the Termination Date.

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each of the Principal Shareholders hereby represents and warrants warrants, severally, to the Company Parent and Acquisition as follows: (ai) The Principal such Shareholder has full power and authority to enter into this Voting Agreement and authority, insofar as the matters addressed by this Voting Agreement are concerned, to vote his, her or its MBI Stock, and is the sole and exclusive record and beneficial owner of histhe shares of the Company's capital stock, her or its MBI Stock. The Principal Shareholder represents that he, she or it has not granted the right to vote Stock Options and/or Warrants set forth opposite such MBI Stock, insofar as the same would be affected hereby, to any person or entity, subject to Section 1 of this Voting Agreement. During the term of this Agreement, the Principal Shareholder will not, and will not permit any entity under the Principal Shareholder's control to, deposit any shares of MBI Stock held by the Principal Shareholder name in a voting trust or subject any of such shares to any proxy, arrangement or agreement with respect to the voting of such shares, insofar as the same would be affected hereby, other than as provided in this Agreement. The Principal Shareholder has good, valid and marketable title to the Principal Shareholder's MBI StockSchedule 3.4 hereto, free and clear of any and all claims, liens, chargespledges, options, rights of first refusal or other encumbrances and security interests or restrictions of any nature whatsoever (except for any other than restrictions on transfer imposed under applicable securities laws). , and, except as set forth on Schedule 3.4 hereto, there are no agreements, arrangements or understandings to which such Shareholder is a party (bother than this Agreement) This involving the purchase, sale or other acquisition or disposition of the shares owned by such Shareholder; (ii) such Shareholder shall (A) concurrently with such Shareholder's execution and delivery of this Agreement, execute and deliver to Parent the Voting Agreement is in the legalform of Exhibit A hereto pursuant to which Shareholder agrees to vote all shares of --------- capital stock owned by such Shareholder in favor of the Merger and the adoption of this Agreement by the Company, (B) at the Effective Time, deliver to the Parent certificates representing all shares of Company Stock owned by such Shareholder, each such certificate to be duly endorsed for transfer and free and clear of any claims, liens, pledges, options, rights of first refusal or other encumbrances or restrictions of any nature whatsoever (other than restrictions imposed under applicable securities laws); (iii) such Shareholder has all necessary legal capacity, right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement constitutes a valid and binding agreement obligation of the Principal Shareholder, such Shareholder enforceable against the Principal Shareholder in accordance with its terms. , except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors, rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in law or in equity; and (civ) The proxy granted the execution and delivery of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby will not (A) violate or conflict with any provision of any partnership agreement or other constitutional documents of any such Shareholder that is constituted as a general or limited partnership, (B) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which such Shareholder is a party, or by which such Shareholder or the shares of Company Stock held by such Shareholder may be bound, or result in the creation of any material lien, claim or encumbrance or other right of any third party of any kind whatsoever upon the properties or assets of such Shareholder pursuant to this Voting Agreement is legalthe terms of any such instrument or obligation, valid and effective andwhich breach, except for the Principal violation or event of default would have a material adverse effect on such Shareholder's ability to vote as expressly retained in Section 1 hereof, will confer upon the designated proxies or their substitutes all of the voting power of the Principal perform such Shareholder's MBI obligations hereunder, or (C) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree or other instrument of any court or governmental or regulatory body, agency or authority applicable to such Shareholder or by which such the shares of Company Stock under law and MBI's Certificate of Incorporation and Bylaws with respect to the matters specified in Section 1 hereof until the Termination Dateheld by such Shareholder may be bound.

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. (A) Section 4.1(y) is hereby added to provide in its entirety as follows: "SKYCOMS LIMITED. Each of that certain (i) License Agreement dated as of May 17, 1996 by and between Xxxxxxx-Xxxxxx Associates Limited and SkyComs Limited; (ii) Consultancy and Software Support Agreement dated as of June 1, 1996 by and among Xxxxxxx-Xxxxxx Associates Limited, SkyComs Limited and Sky International Limited; (iii) Shareholders Agreement relating to SkyComs Limited dated as of May 17, 1996 by and among Sky International Limited, Xxxxxxx-Xxxxxx Associates Limited and SkyComs Limited; and (iv) NCC UK Multi Licensee Escrow Agreement dated as of June 7, 1996 (Agreement No. 8060) by and between Xxxxxxx-Xxxxxx Associates and the NCC Ltd. together with the Confirmation Agreement forming Schedule 3 thereto executed by SkyComs Limited as of June 7, 1996 (collectively the "SkyComs Agreements") is valid, binding and enforceable against the respective parties thereto in accordance with their respective terms and is in full force and effect on and as of the date hereof. Following the Merger, the Acquiror as the surviving entity shall become entitled to all rights of SkyNet under the SkyComs Agreements. All parties to all of the SkyComs Agreements have performed all obligations required to be performed to date under such SkyComs Agreements, and neither SkyNet, the Subsidiaries, nor, to the best of their knowledge, any other party, is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default thereunder. The consummation of this Agreement and the Merger will not result in an impairment or termination of any of the rights of SkyNet or the Subsidiaries under any SkyComs Agreement. None of the terms or provisions of any SkyComs Agreement materially adversely affects the business, prospects, financial condition or results of operations of SkyNet or the Subsidiaries. In addition, that certain Exclusive Perpetual License dated as of on or about May 17, 1996 by and between Xxxxxxx-Xxxxxx Associates and Xxxx Xxxxxxx-Xxxxxx (the "Perpetual License Agreement") is valid, binding and enforceable against the parties thereto in accordance with its terms and is in full force and effect on and as of the date hereof. To the best of SkyNet's knowledge, each of the parties to the Perpetual License Agreement has performed all obligations required to be performed to date thereunder, and no party to the agreement is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default thereunder. The consummation of this Agreement and the Merger will not result in an impairment or termination of any of the rights of SkyNet or the Subsidiaries under the Perpetual License Agreement. None of the terms or provisions of the Perpetual License Agreement materially adversely affects the business, prospects, financial condition or results of operations of SkyNet or the Subsidiaries." (B) Section 4.1(z). Section 4.1 (z) is hereby added to provide in its --------------- entirety as follows: "DISSENTER'S RIGHTS. Neither SkyNet nor any of the Principal Shareholders hereby represents and warrants has received any notice from any person that any SkyNet Shareholder intends to the Company as follows: (a) The Principal Shareholder has full power and authority to enter into this Voting Agreement and authority, insofar as the matters addressed by this Voting Agreement are concerned, to vote assert his, her or its MBI Stock, right to dissent from the Merger and is the sole record and beneficial owner of demand payment for his, her or its MBI Stockshares of SkyNet Common Stock as provided under applicable Nevada law." (C) Section 4.1(aa). Section 4.1 (aa) is hereby added to provide in its ---------------- entirety as follows: "YEAR 2000 PROBLEM. No computer program or application utilized by SkyNet or any Subsidiary in the operation of its business is or will be unable to recognize and properly perform date sensitive functions involving dates prior to and after December 31, 1999 (the "Year 200 Problem"). The Principal Shareholder represents that he, she or it Year 2000 problem has not granted the right to vote such MBI Stock, insofar as the same would be affected hereby, to any person or entity, subject to Section 1 of this Voting Agreement. During the term of this Agreement, the Principal Shareholder will not, and will is not permit any entity under the Principal Shareholder's control expected to, deposit any shares materially adversely effect the business, prospects, financial condition or results of MBI Stock held by operations of SkyNet or the Principal Shareholder in a voting trust Subsidiaries or subject any of such shares to any proxy, arrangement or agreement with respect to require the voting of such shares, insofar as the same would be affected hereby, other than as provided in this Agreement. The Principal Shareholder has good, valid and marketable title to the Principal Shareholder's MBI Stock, free and clear expenditure of any and all claims, liens, charges, encumbrances and security interests (except for any restrictions on transfer under applicable securities laws). (b) This Voting Agreement is material amount of resources of SkyNet or the legal, valid and binding agreement of the Principal Shareholder, enforceable against the Principal Shareholder in accordance with its terms. (c) The proxy granted pursuant to this Voting Agreement is legal, valid and effective and, except for the Principal Shareholder's ability to vote as expressly retained in Section 1 hereof, will confer upon the designated proxies or their substitutes all of the voting power of the Principal Shareholder's MBI Stock under law and MBI's Certificate of Incorporation and Bylaws with respect to the matters specified in Section 1 hereof until the Termination Date.Subsidiaries"

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each of the Principal Shareholders hereby represents and warrants warrants, severally, to the Company Parent and Acquisition as follows: (ai) The Principal such Shareholder has full power and authority to enter into this Voting Agreement and authority, insofar as the matters addressed by this Voting Agreement are concerned, to vote his, her or its MBI Stock, and is the sole and exclusive record and beneficial owner of histhe shares of the Company's capital stock, her or its MBI Stock. The Principal Shareholder represents that he, she or it has not granted the right to vote Stock Options and/or Warrants set forth opposite such MBI Stock, insofar as the same would be affected hereby, to any person or entity, subject to Section 1 of this Voting Agreement. During the term of this Agreement, the Principal Shareholder will not, and will not permit any entity under the Principal Shareholder's control to, deposit any shares of MBI Stock held by the Principal Shareholder name in a voting trust or subject any of such shares to any proxy, arrangement or agreement with respect to the voting of such shares, insofar as the same would be affected hereby, other than as provided in this Agreement. The Principal Shareholder has good, valid and marketable title to the Principal Shareholder's MBI StockSchedule 3.4 hereto, free and clear of any and all claims, liens, chargespledges, options, rights of first refusal or other encumbrances and security interests or restrictions of any nature whatsoever (except for any other than restrictions on transfer imposed under applicable securities laws). , and, except as set forth on Schedule 3.4 hereto, there are no agreements, arrangements or understandings to which such Shareholder is a party (bother than this Agreement) This involving the purchase, sale or other acquisition or disposition of the shares owned by such Shareholder; (ii) such Shareholder shall (A) concurrently with such Shareholder's execution and delivery of this Agreement, execute and deliver to Parent the Voting Agreement is in the legalform of Exhibit A hereto pursuant to which Shareholder agrees to vote all shares of capital stock owned by such Shareholder in favor of the Merger and the adoption of this Agreement by the Company, (B) at the Effective Time, deliver to the Parent certificates representing all shares of Company Stock owned by such Shareholder, each such certificate to be duly endorsed for transfer and free and clear of any claims, liens, pledges, options, rights of first refusal or other encumbrances or restrictions of any nature whatsoever (other than restrictions imposed under applicable securities laws); (iii) such Shareholder has all necessary legal capacity, right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement constitutes a valid and binding agreement obligation of the Principal Shareholder, such Shareholder enforceable against the Principal Shareholder in accordance with its terms. , except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors, rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in law or in equity; and (civ) The proxy granted the execution and delivery of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby will not (A) violate or conflict with any provision of any partnership agreement or other constitutional documents of any such Shareholder that is constituted as a general or limited partnership, (B) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which such Shareholder is a party, or by which such Shareholder or the shares of Company Stock held by such Shareholder may be bound, or result in the creation of any material lien, claim or encumbrance or other right of any third party of any kind whatsoever upon the properties or assets of such Shareholder pursuant to this Voting Agreement is legalthe terms of any such instrument or obligation, valid and effective andwhich breach, except for the Principal violation or event of default would have a material adverse effect on such Shareholder's ability to vote as expressly retained in Section 1 hereof, will confer upon the designated proxies or their substitutes all of the voting power of the Principal perform such Shareholder's MBI obligations hereunder, or (C) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree or other instrument of any court or governmental or regulatory body, agency or authority applicable to such Shareholder or by which such the shares of Company Stock under law and MBI's Certificate of Incorporation and Bylaws with respect to the matters specified in Section 1 hereof until the Termination Dateheld by such Shareholder may be bound.

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each of the The ------------------------------------------------------------ Principal Shareholders hereby represents jointly, but not severally, represent and warrants warrant to the Company GBB as follows: (a) The Principal Shareholder Shareholders understand that the GBB Stock being issued under this Agreement has full power and authority to enter into this Voting Agreement and authority, insofar as not been registered under the matters addressed by this Voting Agreement are concerned, to vote his, her or its MBI Stock, Securities Act and is being offered and sold pursuant to an exemption from registration contained in the sole record and beneficial owner of his, her or its MBI Stock. The Principal Shareholder represents that he, she or it has not granted Securities Act based in part upon the right to vote such MBI Stock, insofar as the same would be affected hereby, to any person or entity, subject to Section 1 of this Voting Agreement. During the term of this Agreement, the Principal Shareholder will not, and will not permit any entity under the Principal Shareholder's control to, deposit any shares of MBI Stock held by the Principal Shareholder in a voting trust or subject any of such shares to any proxy, arrangement or agreement with respect to the voting of such shares, insofar as the same would be affected hereby, other than as provided in this Agreement. The Principal Shareholder has good, valid and marketable title to the Principal Shareholder's MBI Stock, free and clear of any and all claims, liens, charges, encumbrances and security interests (except for any restrictions on transfer under applicable securities laws)representations contained herein. (b) This Voting The Principal Shareholders are acquiring the GBB Stock to be issued under this Agreement is for their own account for investment and not as a nominee and not with a view to the legal, valid and binding agreement of the Principal Shareholder, enforceable against the Principal Shareholder in accordance with its termsdistribution thereof. (c) The proxy granted pursuant Principal Shareholders acknowledge that GBB shall make a notation in its stock books regarding the restrictions on transfer set forth in this Section and shall transfer such shares on the books of GBB only to this Voting Agreement is legalthe extent not inconsistent therewith. (d) The Principal Shareholders acknowledge that they are aware of Rule 144 promulgated under the Securities Act, valid which permits limited public resales of securities acquired in a nonpublic offering, subject to the satisfaction of certain conditions. (e) The Principal Shareholders have been furnished with such written information regarding GBB, and effective and, except for the Principal ShareholderShareholders have had the opportunity to ask questions of, and receive answers from, GBB or any Person acting on GBB's ability behalf, concerning the business, operations, assets (including intangible assets), financial condition, results of operations and prospects of GBB, as the Principal Shareholders have deemed necessary or appropriate for purposes of their investment decision. (f) The Principal Shareholders understand and acknowledge that the certificates evidencing their shares of GBB Stock to vote as expressly retained be issued under this Agreement will be imprinted with a legend stating in Section 1 hereofsubstance the following: THE COMMON STOCK REPRSENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. The Principal Shareholders and GBB acknowledge and agree that this legend and the notation in GBB's stock books referred to above will confer be removed upon the designated proxies or their substitutes all any registration of the voting power shares of GBB Stock issued under this Agreement, the expiration of the Principal Shareholder's MBI Stock under law applicable holding period or otherwise in accordance with the Securities Act and MBI's Certificate the regulations of Incorporation and Bylaws with respect to the matters specified in Section 1 hereof until the Termination DateSEC thereunder.