Common use of Representations and Warranties of the Rollover Stockholder Clause in Contracts

Representations and Warranties of the Rollover Stockholder. The Rollover Stockholder represents and warrants to Holdings and the Company that: (a) The Rollover Stockholder is competent to, and has sufficient capacity to, execute and deliver this Agreement and the agreements contemplated hereby and to perform the Rollover Stockholder’s obligations hereunder and thereunder. This Agreement has been duly executed and delivered by the Rollover Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the other parties thereto, as applicable, this Agreement constitutes the valid and binding obligation of the Rollover Stockholder, enforceable against the Rollover Stockholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) The execution, delivery and performance by the Rollover Stockholder of this Agreement and the agreements contemplated hereby and the consummation by the Rollover Stockholder of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule or regulation applicable to the Rollover Stockholder or his properties or assets; (ii) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to the Rollover Stockholder or his properties or assets; or (iii) result in any breach of any terms or conditions, or constitute a default under, any material contract, agreement or instrument to which the Rollover Stockholder is a party or by which the Rollover Stockholder or his properties or assets are bound. (c) As of the date hereof and on the date of the Rollover Closing, the Rollover Stockholder holds of record and beneficially owns the Rollover Shares, free and clear of all Encumbrances. On the date of the Rollover Closing, the Rollover Stockholder will not be a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require, or restrict or impair the ability of, the Rollover Stockholder to sell, transfer, or otherwise dispose of any capital stock of the Company.

Representations and Warranties of the Rollover Stockholder. The Rollover Stockholder hereby represents and warrants to Holdings Topco LP and the Company thatTopco Inc. as follows: (a) The Rollover Stockholder is competent to(i) has all requisite power and authority to enter into and perform this Agreement, and has sufficient capacity to(ii) the execution, execute delivery and deliver performance of this Agreement and the agreements contemplated hereby and to perform by the Rollover Stockholder’s obligations hereunder Stockholder has been duly and thereundervalidly approved. This Agreement has been duly executed and delivered by the Rollover Stockholder andand constitutes a legal, assuming the due authorization, execution and delivery of this Agreement by the other parties thereto, as applicable, this Agreement constitutes the valid and binding obligation agreement of the Rollover Stockholder, enforceable against the Rollover Stockholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting terms (subject to the enforcement of creditors’ rights generally Bankruptcy and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at lawEquity Exception). (b) The execution, delivery and performance by At the Rollover Stockholder of this Agreement and the agreements contemplated hereby and the consummation by the Rollover Stockholder of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule or regulation applicable to the Rollover Stockholder or his properties or assets; (ii) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to the Rollover Stockholder or his properties or assets; or (iii) result in any breach of any terms or conditions, or constitute a default under, any material contract, agreement or instrument to which the Rollover Stockholder is a party or by which the Rollover Stockholder or his properties or assets are bound. (c) As of the date hereof and on the date of the Rollover Contribution Closing, the Rollover Stockholder holds of will be the record and beneficially owns beneficial owner of such Rollover Shares, free and clear of any and all Liens other than restrictions under applicable federal and state securities Laws. Upon the closing of the Topco Inc. Contribution as contemplated hereunder, Topco LP will acquire good title to such Rollover Shares, free and clear of all EncumbrancesLiens other than restrictions under applicable federal and state securities law. (c) The Rollover Stockholder represents that the Rollover Stockholder is an “accredited investor” as defined in Rule 501(a) promulgated under Regulation D of the Securities Act. (d) The Rollover Stockholder has had an opportunity to fully evaluate an investment in the New Topco Units, is in a financial position to hold the New Topco Units for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of the Rollover Stockholder’s investment in the New Topco Units. (e) The New Topco Units to be received by the Rollover Stockholder at the Contribution Closing pursuant to the terms of this Agreement will be acquired by it for investment only for its own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof in violation of applicable U.S. federal or state or foreign securities Laws. On The Rollover Stockholder has no current intention of selling, granting participation in or otherwise distributing the New Topco Units in violation of applicable U.S. federal or state or foreign securities Laws. (f) The Rollover Stockholder understands that the offer and sale of the New Topco Units and the Topco Stock, as applicable, have not been registered under the Securities Act or any applicable U.S. state or foreign securities Laws, and that the New Topco Units and the Topco Stock, as applicable, are being issued in reliance on an exemption from registration, which exemption depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Rollover Stockholder’s representations as expressed herein. (g) The Rollover Stockholder understands that there will be substantial restrictions on the transferability of the New Topco Units and that on the date of the Rollover ClosingClosing and for an indefinite period thereafter there will be no public market for the New Topco Units and, accordingly, the Rollover Stockholder will not be a party able to any optiontransfer the New Topco Units in case of emergency, warrant, purchase right, or other contract or commitment if at all (other than this except as permitted by the Topco LP Agreement) that could require, or restrict or impair the ability of). In addition, the Rollover Stockholder understands that the Topco LP Agreement will contain restrictions on the transferability of the New Topco Units and will provide that, in the event that the conditions relating to the transfer of any New Topco Units in such document have not been satisfied, the Rollover Stockholder will not be able to transfer any such New Topco Units, and unless otherwise specified, Topco LP will not recognize the transfer of any such New Topco Units on its books and records or issue any certificates representing any such New Topco Units, and any purported transfer not in accordance with the terms of the Topco LP Agreement shall be void. As such, the Rollover Stockholder understands that: (A) if the New Topco Units are certificated, a restrictive legend or legends will be placed on the certificates representing the New Topco Units; (B) a notation will be made in the appropriate records of Topco LP indicating that the New Topco Units are subject to restrictions on transfer and, if Topco LP should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the New Topco Units; and (C) the Rollover Stockholder will sell, transfer, transfer or otherwise dispose of any capital stock of the CompanyNew Topco Units only in a manner consistent with its representations and warranties set forth herein and then only in accordance with the Topco LP Agreement and applicable Laws.

Representations and Warranties of the Rollover Stockholder. The Rollover Stockholder hereby represents and warrants to Holdings and the Company Holdco that: (a) The Rollover Stockholder is competent to, has all requisite power and authority and has sufficient capacity totaken all action necessary in order to execute, execute deliver and deliver this Agreement and the agreements contemplated hereby and to perform the Rollover Stockholder’s obligations hereunder under this Agreement, the Stockholders Agreement and thereunderthe Registration Rights Agreement. This Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement has been duly executed and delivered by the Rollover Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the other parties thereto, as applicable, this Agreement constitutes the a valid and binding obligation agreement of the Rollover Stockholder, Stockholder enforceable against the Rollover Stockholder in accordance with its terms, except as enforceability may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by the effect of to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law)principles. (b) The Rollover Stockholder is the sole record and beneficial owner of the Rollover Shares free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (collectively, “Liens”). Upon consummation of the contribution of the Rollover Shares by the Rollover Stockholder as provided in this Agreement, Holdco will acquire title to such Rollover Shares free and clear of all Liens, in each case, subject to the terms of the Merger Agreement. (c) The execution, delivery and performance of this Agreement, the Stockholders Agreement and the Registration Rights Agreement by the Rollover Stockholder of this Agreement do not and the agreements contemplated hereby and the consummation by will not (i) require the Rollover Stockholder to obtain any consents, registrations, approvals, permits or authorizations from any domestic or foreign governmental or regulatory authority, agency, commission body, court or other legislative, executive or judiciary government entity or (ii) constitute or result in a breach or violation of, or a default under, or result in the creation of a Lien on any of the transactions contemplated hereby and thereby does not and will notRollover Stockholder’s property (including the Rollover Shares) pursuant to (A) any bond, with debenture, note or without the giving other evidence of notice or the passage indebtedness of time or both, (i) violate the provisions of any law, rule or regulation applicable to the Rollover Stockholder or his properties any indenture or assets; (ii) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to the Rollover Stockholder or his properties or assets; or (iii) result in any breach of any terms or conditions, or constitute a default under, any other material contract, agreement or instrument to which the Rollover Stockholder is a party or by which the Rollover Stockholder is bound or his properties to which any of the Rollover Stockholder’s property (including the Rollover Shares) may be subject, (B) any Law affecting the Rollover Stockholder or assets are bound(C) if the Rollover Stockholder is not an individual, the organizational documents of the Rollover Stockholder. (cd) As The Rollover Stockholder has not granted and is not a party to any proxy, voting trust or other agreement which conflicts with any provision of this Agreement, and the Rollover Stockholder shall not grant any proxy or become party to any voting trust or other agreement which conflicts with any provision of this Agreement. (e) The Rollover Stockholder is acquiring the Holdco Shares for the Rollover Stockholder’s account, for investment and not with a view to the sale or distribution thereof, nor with any present intention of distributing or selling the same. The Rollover Stockholder acknowledges that (i) the Holdco Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the date hereof Securities and on Exchange Commission or any other governmental authority, (ii) there is not now and there may never be any public market for the date Holdco Shares and (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any Holdco Shares. (f) The Rollover Stockholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Holdco Shares and has had full access to such other information concerning Holdco and its subsidiaries as it has requested. The Rollover ClosingStockholder’s knowledge and experience in financial and business matters is such that it is capable of evaluating the merits and risk of the investment in the Holdco Shares. The Rollover Stockholder has carefully reviewed the terms and provisions of this Agreement, the Stockholders Agreement and the Registration Rights Agreement, and has evaluated the restrictions and obligations contained herein and therein. In furtherance of the foregoing, the Rollover Stockholder holds represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of record and beneficially owns operations, prospects, properties or business of Holdco, the Company or any of their subsidiaries or as to the desirability or value of an investment in Holdco has been made to the Rollover SharesStockholder by or on behalf of Holdco, free the Company or any of its subsidiaries, (ii) the Rollover Stockholder has relied upon his, her or its own independent appraisal and clear of all Encumbrances. On investigation, and the date advice of the Rollover ClosingStockholder’s own counsel, tax advisors and other advisors, regarding the risks of an investment in Holdco and (iii) the Rollover Stockholder will not be a party continue to any optionbear sole responsibility for making his, warranther or its own independent evaluation and monitoring of the risks of his, purchase right, her or other contract or commitment its investment in Holdco. (other than this Agreementg) The Rollover Stockholder’s financial situation is such that could require, or restrict or impair the ability of, the Rollover Stockholder can afford to sellbear the economic risk of holding the Holdco Shares for an indefinite period and the Rollover Stockholder can afford to suffer the complete loss of the Rollover Stockholder’s investment in the Holdco Shares. (h) The Rollover Stockholder is not subscribing for the Holdco Shares as a result of or subsequent to any advertisement, transferarticle, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or otherwise dispose presented at any seminar or meeting, or any solicitation of any capital stock of a subscription by a person or entity not previously known to Rollover Stockholder in connection with investments in securities generally. (i) The Rollover Stockholder hereby represents and warrants as to the CompanyRollover Stockholder’s status by checking the applicable box(es) on Schedule 2 hereto.

Representations and Warranties of the Rollover Stockholder. The Rollover Stockholder hereby represents and warrants to Holdings and the Company SharedLabs that: (a) The Rollover Stockholder is competent to, has all requisite power and authority and has sufficient capacity totaken all action necessary in order to execute, execute deliver and deliver this Agreement and the agreements contemplated hereby and to perform the Rollover Stockholder’s obligations hereunder and thereunderunder this Agreement. This Agreement has been duly executed and delivered by the Rollover Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the other parties thereto, as applicable, this Agreement constitutes the a valid and binding obligation agreement of the Rollover Stockholder, Stockholder enforceable against the Rollover Stockholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) The Rollover Stockholder is the sole record and beneficial owner of the Contributed Shares free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (collectively, “Liens”). Upon consummation of the contribution of the Contributed Shares by the Rollover Stockholder as provided in this Agreement, SharedLabs will acquire title to such Contributed Shares free and clear of all Liens, in each case, subject to the terms of the Stock Purchase Agreement. (c) The execution, delivery and performance of this Agreement by the Rollover Stockholder of this Agreement and the agreements contemplated hereby and the consummation by the Rollover Stockholder of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the passage of time or both, not (i) violate require the provisions Rollover Stockholder to obtain any consents, registrations, approvals, permits or authorizations from any domestic or foreign governmental or regulatory authority, agency, commission body, court or other legislative, executive or judiciary government entity or (ii) constitute or result in a breach or violation of, or a default under, or result in the creation of a Lien on any lawof the Rollover Stockholder’s property (including the Contributed Shares) pursuant to (A) any bond, rule debenture, note or regulation applicable to other evidence of indebtedness of the Rollover Stockholder or his properties any indenture or assets; (ii) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to the Rollover Stockholder or his properties or assets; or (iii) result in any breach of any terms or conditions, or constitute a default under, any other material contract, agreement or instrument to which the Rollover Stockholder is a party or by which the Rollover Stockholder is bound or his properties to which any of the Rollover Stockholder’s property (including the Contributed Shares) may be subject, (B) any Law affecting the Rollover Stockholder or assets are bound(C) if the Rollover Stockholder is not an individual, the organizational documents of the Rollover Stockholder. (cd) As The Rollover Stockholder has not granted and is not a party to any proxy, voting trust or other agreement which conflicts with any provision of this Agreement, and the Rollover Stockholder shall not grant any proxy or become party to any voting trust or other agreement which conflicts with any provision of this Agreement. (e) The Rollover Stockholder is acquiring the Rollover Shares for the Rollover Stockholder’s account, for investment and not with a view to the sale or distribution thereof, nor with any present intention of distributing or selling the same. The Rollover Stockholder acknowledges that (i) the Rollover Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the date hereof Securities and on Exchange Commission (the date “SEC”) or any other governmental authority, (ii) there is not now and there may never be any public market for the Rollover Shares and (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any Rollover Shares. (f) The Rollover Stockholder’s knowledge and experience in financial and business matters is such that it is capable of evaluating the merits and risk of the investment in the Rollover ClosingShares. The Rollover Stockholder has carefully reviewed the terms and provisions of this Agreement, and has evaluated the restrictions and obligations contained herein and therein. In furtherance of the foregoing, the Rollover Stockholder holds of record represents and beneficially owns warrants that (i) the Rollover SharesStockholder has relied upon his own independent appraisal and investigation, free and clear of all Encumbrances. On the date advice of the Rollover ClosingStockholder’s own counsel, tax advisors and other advisors, regarding the risks of an investment in SharedLabs and (ii) the Rollover Stockholder will not be a party continue to any optionbear sole responsibility for making his, warranther or its own independent evaluation and monitoring of the risks of his, purchase right, her or other contract or commitment its investment in SharedLabs. (other than this Agreementg) The Rollover Stockholder’s financial situation is such that could require, or restrict or impair the ability of, the Rollover Stockholder can afford to sellbear the economic risk of holding the Rollover Shares for an indefinite period and the Rollover Stockholder can afford to suffer the complete loss of the Rollover Stockholder’s investment in the Rollover Shares. (h) The Rollover Stockholder is not subscribing for the Rollover Shares as a result of or subsequent to any advertisement, transferarticle, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or otherwise dispose presented at any seminar or meeting, or any solicitation of any capital stock a subscription by a person or entity not previously known to Rollover Stockholder in connection with investments in securities generally. (i) The Rollover Stockholder hereby represents and warrants that the Rollover Stockholder is described in one or both of the Companyfollowing paragraphs: (i) The Rollover Stockholder is a natural person whose individual net worth, or joint net worth with his spouse, exceeds $1,000,000 at the time of the Contribution Closing. (ii) The Rollover Stockholder is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with his spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year.

Representations and Warranties of the Rollover Stockholder. The Each Rollover Stockholder hereby represents and warrants warrants, severally and not jointly, to Holdings Topco LP and the Company thatTopco Inc. as follows: (a) The Rollover Stockholder is competent to, (i) has all requisite power and has sufficient capacity to, execute authority to enter into and deliver perform this Agreement and the agreements transactions contemplated hereby hereby, and to perform (ii) if the Rollover Stockholder’s obligations hereunder Stockholder is not a natural person, the execution, delivery and thereunderperformance of this Agreement by the Rollover Stockholder has been duly and validly approved. This Agreement has been duly executed and delivered by the Rollover Stockholder andand constitutes a legal, assuming the due authorization, execution and delivery of this Agreement by the other parties thereto, as applicable, this Agreement constitutes the valid and binding obligation agreement of the Rollover Stockholder, enforceable against the Rollover Stockholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting terms (subject to the enforcement of creditors’ rights generally Bankruptcy and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at lawEquity Exception). (b) The execution, delivery and performance by the Rollover Stockholder As of this Agreement and the agreements contemplated hereby and the consummation by the Rollover Stockholder of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule or regulation applicable immediately prior to the Rollover Stockholder or his properties or assets; (ii) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to the Rollover Stockholder or his properties or assets; or (iii) result in any breach of any terms or conditions, or constitute a default under, any material contract, agreement or instrument to which the Rollover Stockholder is a party or by which the Rollover Stockholder or his properties or assets are bound. (c) As of the date hereof and on the date of the Rollover Contribution Closing, the Rollover Stockholder holds of will be the record and beneficially owns beneficial owner of the Rollover Shares, free and clear of any and all EncumbrancesLiens other than restrictions under applicable federal and state securities Laws. On Upon the closing of the Topco Inc. Contribution as contemplated hereunder, Topco LP will acquire good title to such Rollover Shares, free and clear of all Liens other than restrictions under applicable federal and state securities law. (c) The Rollover Stockholder represents that he, she or it is an “accredited investor” as defined in Rule 501(a) promulgated under Regulation D of the Securities Act. The Rollover Stockholder has had an opportunity to fully evaluate an investment in the New Topco Units, is in a financial position to hold the New Topco Units for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of the Rollover Stockholder’s investment in the New Topco Units. (d) The New Topco Units to be received by the Rollover Stockholder at the Contribution Closing pursuant to the terms of this Agreement will be acquired by he, she or it for investment only for his, her or its own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof in violation of applicable U.S. federal or state or foreign securities Laws. The Rollover Stockholder has no current intention of selling, granting participation in or otherwise distributing the New Topco Units in violation of applicable U.S. federal or state or foreign securities Laws. (e) The Rollover Stockholder understands that the offer and sale of the New Topco Units and the Topco Stock, as applicable, have not been registered under the Securities Act or any applicable U.S. state or foreign securities Laws, and that the New Topco Units and the Topco Stock, as applicable, are being issued in reliance on an exemption from registration, which exemption depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Rollover Stockholder’s representations as expressed herein. (f) The Rollover Stockholder understands that there will be substantial restrictions on the transferability of the New Topco Units and that on the date of the Rollover ClosingClosing and for an indefinite period thereafter there will be no public market for the New Topco Units and, accordingly, the Rollover Stockholder will not be a party able to any optiontransfer the New Topco Units in case of emergency, warrant, purchase right, or other contract or commitment if at all (other than this except as permitted by the Topco LP Agreement) that could require, or restrict or impair the ability of). In addition, the Rollover Stockholder understands that the Topco LP Agreement will contain restrictions on the transferability of the New Topco Units and will provide that, in the event that the conditions relating to sell, transfer, or otherwise dispose the transfer of any capital stock New Topco Units in such document have not been satisfied, the Rollover Stockholder will not be able to transfer any such New Topco Units, and unless otherwise specified, Topco LP will not recognize the transfer of any such New Topco Units on its books and records or issue any certificates representing any such New Topco Units, and any purported transfer not in accordance with the terms of the CompanyTopco LP Agreement shall be void. As such, the Rollover Stockholder understands that any certificates representing New Topco Units will bear legends restricting the transfer thereof.