Common use of Representations and Warranties of the Shareholder Clause in Contracts

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offer: (a) in the case that the Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitely.

Representations and Warranties of the Shareholder. 5.1 The ------------------------------------------------- Shareholder hereby represents and warrants to the Offeror Parent as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerfollows: (a) in the case that the Such Shareholder is not an individualthe record and beneficial owner of the shares of Common Stock (as may be adjusted from time to time pursuant to Section 6 hereof, the "Shares") and/or Options set forth opposite his name on Annex I to ------ this Agreement. (b) Such Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power legal capacity to execute and authority to conduct its business as it is now being conducted and to enter into deliver this Agreement and to perform its obligations hereunder;consummate the transactions contemplated hereby. (bc) This Agreement has been validly executed and delivered by such Shareholder and constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) the case that availability of the Shareholder is not an individual, remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (d) Neither the execution and delivery of this Agreement nor the consummation by the such Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from transactions contemplated hereby will violate any other agreement to which they are sought; (i) the such Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company;a party. (e) The Shares and/or Options and the certificates representing the Shares owned by such Shareholder has are now and at all times during the sole right to sell and vote all the Deposited Shares and all the Deposited Shares willterm hereof will be held by such Shareholder, at the time at which the Offeror takes up and pays or by a nominee or custodian for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title theretobenefit of such Shareholder, free and clear of any and all mortgages, liens, charges, restrictionsclaims, security interests, adverse claimsproxies, pledgesvoting trusts or agreements, encumbrances and demands understandings or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, arrangements or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafterother encumbrances whatsoever, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyany such encumbrances or proxies arising hereunder.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents represents, warrants, and warrants to the Offeror as follows covenants in favour of Vasogen and IPC and hereby acknowledges that the Offeror is Vasogen and IPC are relying upon these representations such representations, warranties and warranties covenants in connection with the entering into of this Agreement, the Arrangement Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferMerger Agreement: (a) in the case that the The Shareholder is not an individualthe beneficial owner of, or controls or directs the voting rights in respect of, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunderShares; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the The Shareholder has the sole right to sell sell, or cause the sale of, and vote vote, or control and direct the voting rights in respect of (to the extent permitted by the attributes of such IPC Common Shares) all of the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with and has good and marketable title theretoto all of the Shares, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoeverencumbrance; (fc) no individual, firm or entity Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, option for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto; (d) the only securities of IPC beneficially owned, except directly or indirectly, by the Offeror pursuant Shareholder are the Shares; (e) the Shareholder does not have any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder or transfer to this Agreementthe Shareholder of additional securities of IPC; (f) the Shareholder will not purchase other than as permitted hereunder or obtain any agreement or right to purchase any additional securities of IPC from and including the date hereof up to and including the Effective Time; (g) none the Shareholder has, in the case of an individual, the requisite capacity and, in the case of a corporation or an unincorporated entity, the requisite authority, power and capacity to execute and deliver this Agreement resulting from its acceptance hereof and to perform its obligations hereunder; (h) this Agreement has been duly executed and delivered by the Shareholder, and, assuming the due authorization, execution and delivery by Xxxxxxx and IPC, this Agreement constitutes the Shareholder of this Agreementlegal, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge valid and binding obligation of the Shareholder, any judgmentenforceable in accordance with its terms, decreesubject to laws of general application and bankruptcy, order or award insolvency and other similar laws affecting creditors’ rights generally and general principles of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; andequity; (hi) there are is no legal proceedings in progress private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Regulatory Authority Governmental Entity, or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its affiliates properties or assets that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to consummate the transactions contemplated by this Agreement. There is no order of any Governmental Entity against the Shareholder that would adversely affect could prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement, or that could reasonably be expected to have an adverse effect on the Shareholder’s ability to consummate the transactions contemplated by this Agreement; (j) the Shareholder has not previously granted or agreed to grant any power of attorney or attorney in fact, proxy or other right to vote in respect of the Shares or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to the Shares except those which are no longer of any force or effect; (k) neither the execution and delivery of this Agreement by the Shareholder, the consummation by the Shareholder of the transactions contemplated hereby nor the compliance by the Shareholder with any of the provisions hereof will: (i) result in any manner breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal, under any provision of any the ability constating documents of the Shareholder or, if applicable, the Shareholder, or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, licence, agreement, lease, permit or other instrument or obligation to enter into which the Shareholder, is a party or by which any of their respective properties or assets (including the Shares) may be bound, which breach or default could reasonably be expected to have an adverse effect on the Shareholder’s ability to consummate the transactions contemplated by this Agreement and to perform its obligations hereunder or Agreement; (ii) require on the title part of the Shareholder any filing with (other than pursuant to the requirements of applicable securities legislation (which filings the Shareholder will undertake)), or permit, waiver, notification, authorization, exemption, registration, licence, consent or approval of, any Governmental Entity or any other person; or (iii) subject to compliance with any approval or law contemplated by the Merger Agreement, violate or conflict with any judgement, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Shareholder or any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyits properties or assets.

Representations and Warranties of the Shareholder. 5.1 The Each Shareholder represents and warrants to the Offeror Parent and Merger Sub as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerfollows: (a) in the case that the The Shareholder is not an individualthe sole beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good title to, the Shareholder is validly existing under Shares, free and clear of any Liens (including any restriction on the laws right to vote, sell or otherwise dispose of its jurisdiction of formation and has the requisite power and authority to conduct its business Shares), except as it is now being conducted and to enter into set forth in this Agreement and pursuant to perform its obligations hereunder;any applicable restrictions on transfer under the Securities Act. (b) in Other than the case that Company Stock Options set forth on the Shareholder is not an individualsignature page hereto and the Company Restricted Shares set forth on the signature page hereto, the execution and delivery Shares constitute all of the securities (as defined in Section 3(10) of the Exchange Act, which definition will apply to all uses of the term “securities” contained in this Agreement Agreement) of the Company beneficially owned, directly or indirectly, by the Shareholder and any of the performance by it Shareholder’s affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definitions will apply to all uses of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) the terms “affiliates” and no other proceedings on its part are necessary to authorize “associates,” respectively, contained in this Agreement and the performance of its obligations hereunder;Agreement). (c) Except for the Shares, the Company Stock Options set forth on the signature page hereto and the Company Restricted Shares set forth on the signature page hereto, neither the Shareholder nor any of his or her affiliates or associates, directly or indirectly, beneficially owns or has any option, warrant or other 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 securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is the Shareholder or any of his or her affiliates or associates subject to any Contract other than this Agreement that obligates the Shareholder or any of such affiliates or associates to vote, transfer, dispose of or acquire any securities of the Company. The Shareholder holds, and will hold at all times during the term of this Agreement, exclusive power to vote and dispose of the Shares and to issue instructions with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and has been not granted a proxy to or entered into any voting agreement with any other Person to vote or dispose of the Shares, subject to the limitations set forth in this Agreement. (d) The Shareholder has the legal capacity to execute, deliver and perform the Shareholder’s obligations under this Agreement. The Shareholder has duly executed and delivered by this Agreement. This Agreement is the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, Shareholder’s valid and legally binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed terms (except as enforcement may be limited by law in connection with applicable bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct affecting creditors’ rights or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company;general equity principles). (e) the Shareholder has the sole right No consents or approvals of, or filings or registrations with, any Governmental Entity or with any third party are required to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely made or obtained by the Shareholder in connection with good and marketable title theretothe execution, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands delivery or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery performance by the Shareholder of this Agreement. (f) The execution, the completion or delivery and performance of the transactions contemplated hereby or the compliance this Agreement by the Shareholder does not and will not constitute a violation of any Law or any judgment, decree or order, or conflict with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument Contract, to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property ’s properties is subject or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and. (hg) there are There is no legal proceedings in progress suit, claim, action, investigation or proceeding pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against against, or otherwise affecting, the Shareholder or its affiliates any of his or her properties or assets (including the Shares) at law or in equity before or by any Governmental Entity that would adversely affect in any manner could reasonably be expected to impair the ability of the Shareholder to enter into this Agreement and to perform its his or her obligations hereunder or consummate the title transactions contemplated hereby on a timely basis. (h) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Shareholder to any (other than in such Shareholder’s capacity as an officer or director of the Deposited SharesCompany and as disclosed pursuant to the Merger Agreement). (i) The Shareholder has received and reviewed a copy of the Merger Agreement. The representations Shareholder understands and warranties acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Shareholder’s execution, delivery and performance of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyAgreement.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror as follows and acknowledges that Company the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offermatters set out below: (a) in the case that the Shareholder is not an individualhas all necessary power, the Shareholder is validly existing under the laws of its jurisdiction of formation authority, capacity and has the requisite power and authority to conduct its business as it is now being conducted and right to enter into this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it carry out each of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize under this Agreement and the performance of its obligations hereunder; (c) this Agreement. This Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, obligation of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, subject to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and other laws affecting the enforcement of creditors’ rights generally and subject to the extent qualification that the award of equitable remedies such as specific performance and injunction is within may only be granted in the discretion of the a court from which they are soughtof competent jurisdiction; (ib) the Shareholder is the sole registered and/or direct or indirect beneficial owner of all of the number Subject Securities set forth opposite its name in Schedule A; (c) the Shareholder is, and, as of Company Shares listed opposite the Shareholder's name on Schedule "A" date hereof and is subject to Section 3.1(a)(i), will continue to be until the Expiry Time, the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities all of the Company directly or indirectly beneficially ownedSubject Securities, or over which control or direction is directly or indirectly exercisedwith good and marketable title thereto, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" free and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable clear of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Companyall Encumbrances; (ed) the Shareholder has the sole right to sell and vote all or direct the Deposited Shares sale and all voting of the Deposited Shares willSubject Securities; (e) no consent, at the time at which the Offeror takes up and pays for the Deposited Sharesapproval, order or authorization of, or declaration or filing with, any Person is required to be beneficially owned solely obtained by the Shareholder in connection with good the execution and marketable title thereto, free delivery of this Agreement and clear the performance by the Shareholder of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoeverits obligations under this Agreement; (f) to the knowledge of the Shareholder, there is no individualproceeding, firm claim or entity has investigation pending before any agreement or optionGovernmental Authority, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from threatened against the Shareholder of or any of its affiliates that, individually or in the Deposited Shares or any interest therein or right theretoaggregate, except the Offeror pursuant could reasonably be expected to have an adverse effect on such Shareholder’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement; (g) none of the Subject Securities are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s shareholders or give consents or approvals of any kind; and (h) none of the execution and delivery by the Shareholder of this Agreement, Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a breach default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any constating documents of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Governmental Authority; , or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyapplicable Laws.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror Parent as follows and acknowledges that follows: (i) The Shareholder is the Offeror is relying upon these representations and warranties in connection with beneficial or record owner of the entering into shares of capital stock of the Company indicated on the signature page of this Agreement free and the Acquisition Agreement clear of any and the purchase all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances, other than restrictions on transfer imposed by the Offeror securities laws; and (ii) the Shareholder does not beneficially own any securities of the Deposited Shares under Company other than the Offer:shares of capital stock and rights to purchase shares of capital stock of the Company set forth on the signature page of this Agreement. (ab) As of the date hereof and for so long as this Agreement remains in effect (including as of the case that date of the Shareholder is not an individualCompany Meeting, if it occurs during the Term, which, for purposes of this Agreement, includes any adjournment or postponement thereof), except as otherwise provided in this Agreement, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite full power and authority to conduct its business as it is now being conducted (i) make, enter into and carry out the terms of this Agreement, to perform fully the Shareholder’s obligation hereunder and to enter into grant the irrevocable proxy as set forth in Section 4; and (ii) vote all of the Shares in the manner set forth in this Agreement and to perform its obligations hereunder; without the consent or approval of, or any other action on the part of, any other person or entity (b) in including any Governmental Entity). Without limiting the case that generality of the foregoing, the Shareholder has not entered into any voting agreement (other than this Agreement) that is not an individual, still in effect as of the execution and delivery date of this Agreement by with any person with respect to any of the Shareholder and Shares, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the performance by it Shares, deposited any of its obligations hereunder have been duly authorized by its board of directors (the Shares in a voting trust or equivalent body) and no other proceedings entered into any arrangement or agreement with any person limiting or affecting the Shareholder's legal power, authority or right to vote the Shares on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;any matter. (c) this This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, agreement of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed except as such enforceability may be limited by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares insolvency, reorganization, moratorium or other securities similar laws affecting the rights of creditors generally or by general equitable principles. The execution and delivery of this Agreement and the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition performance by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell agreements and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a breach default under any term of (i) any agreement contract to or instrument to by which the Shareholder is a party or by bound, or any judgment, injunction, order, decree, statute, law, ordinance, rule or regulation to which the Shareholder (or any of the Shareholder's property assets) is subject or assets are bound; , except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect the Shareholder's ability to perform the Shareholder's obligations under this Agreement or render inaccurate any of the representations made herein. (iid) Except as disclosed pursuant to the knowledge Merger Agreement, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from the Parent, Merger Sub or the Company in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made by or at the request of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or . (iiie) to The Shareholder understands and acknowledges that the knowledge of Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context 's execution and delivery of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelycontained herein.

Representations and Warranties of the Shareholder. 5.1 The Shareholder Shareholder, represents and warrants to the Offeror Parent and Merger Sub as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerfollows: (a) in the case that the The Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power capacity and authority to conduct its business as it is now being conducted execute and to enter into deliver this Agreement and to perform its the Shareholder’s obligations hereunder;. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally or equitable principles relating to enforceability. (b) in The Shareholder is the case Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Shares, which, as of the date of this Agreement, are set forth below the Shareholder’s name on the signature pages hereto, and has the power to dispose of and vote all of the Shareholder’s Owned Shares, 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 the Shareholder’s Owned Shares that is still effective. The Shareholder’s Owned Shares set forth below the Shareholder’s name on the signature pages hereto constitute all of the Ordinary Shares of the Company that are legally and Beneficially Owned by the Shareholder is not an individualas of the date of this Agreement. (c) Except for filings required under the Exchange Act, with respect to the Shareholder’s Beneficial Ownership of Ordinary Shares, none of the execution and delivery of this Agreement by the Shareholder and Shareholder, the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion Agreement or performance of the transactions contemplated hereby or the compliance by the Shareholder with any of the Shareholder's obligations hereunder will result in a breach of provisions hereof (i) requires any agreement consent or instrument other permit of, or filing with or notification to, any Governmental Authority or any other person by the Shareholder, (ii) results in, or constitutes (with or without notice or lapse of time or both) a default, or gives rise to any third party right of termination, cancellation, material modification or acceleration, under any contract to which the Shareholder is a party or by which any of the Shareholder’s Owned Shares may be bound, or results in the creation of a Lien on any of the Shareholders Owned Shares, or (iii) violates any Order or Law applicable to the Shareholder or any of the Shareholder's property or assets ’s Owned Shares. (d) The Shareholder understands and acknowledges that Parent and Merger Sub are bound; (ii) to entering into the knowledge of Merger Agreement in reliance upon the Shareholder, any judgment, decree, order or award ’s execution and delivery of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitely.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror Parent and Merger Sub as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerfollows: (a) The Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply to all uses of the term “beneficial owner” (or any variation thereof) contained in this Agreement) of, and has good title to, the Shares, free and clear of any Encumbrances (including any restriction on the right to vote, sell or otherwise dispose of the Shares), except as set forth in this Agreement or in connection with any margin loans in the case that ordinary course of the Shareholder’s business. (b) The Shares constitute all of the securities (as defined in Section 3(10) of the Exchange Act, which definition will apply to all uses of the term “securities” contained in this Agreement) of the Company beneficially owned, directly or indirectly, by the Shareholder is (excluding any securities beneficially owned by any of its affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definitions will apply to all uses of the terms “affiliates” and “associates,” respectively, contained in this Agreement) as to which he does not an individualhave voting or investment power). (c) Except for the Shares, the Shareholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is validly existing under the laws Shareholder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement, that obligates it to vote or acquire any securities of its jurisdiction of formation the Company. The Shareholder holds exclusive power to vote the Shares and has not granted a proxy to any other Person to vote the requisite Shares, subject to the limitations set forth in this Agreement. (d) The Shareholder has the power and authority to conduct its business as it is now being conducted execute, deliver and to enter into this Agreement and to perform its obligations hereunder; (b) in under this Agreement. This Agreement is the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, Shareholder’s valid and legally binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; terms (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company;Enforceability Exceptions). (e) the Shareholder has the sole right No consents or approvals of, or filings or registrations with, any Governmental Entity or with any third party are required to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely made or obtained by the Shareholder in connection with good and marketable title theretothe execution, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands delivery or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery performance by the Shareholder of this Agreement, other than filings required under the completion or Exchange Act. (f) The execution, delivery and performance of the transactions contemplated hereby or the compliance this Agreement by the Shareholder with the Shareholder's obligations hereunder does not and will result in not constitute a breach violation of (i) any agreement or instrument Law to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property ’s properties is subject or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitely.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents represents, warrants, and warrants to the Offeror as follows covenants in favour of Vasogen and IPC and hereby acknowledges that the Offeror is Vasogen and IPC are relying upon these representations such representations, warranties and warranties covenants in connection with the entering into of this Agreement, the Arrangement Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferMerger Agreement: (a) in the case that the The Shareholder is not an individualthe beneficial owner of, or controls or directs the voting rights in respect of, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunderShares; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the The Shareholder has the sole right to sell sell, or cause the sale of, and vote vote, or control and direct the voting rights in respect of (to the extent permitted by the attributes of such IPC Common Shares) all of the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with and has good and marketable title theretoto all of the Shares, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoeverencumbrance; (fc) no individual, firm or entity Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, option for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto; (d) the only securities of IPC beneficially owned, except directly or indirectly, by the Offeror pursuant Shareholder are the Shares; (e) the Shareholder does not have any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder or transfer to this Agreementthe Shareholder of additional securities of IPC; (f) the Shareholder will not purchase other than as permitted hereunder or obtain any agreement or right to purchase any additional securities of IPC from and including the date hereof up to and including the Effective Time; (g) none the Shareholder has, in the case of an individual, the requisite capacity and, in the case of a corporation or an unincorporated entity, the requisite authority, power and capacity to execute and deliver this Agreement resulting from its acceptance hereof and to perform its obligations hereunder; (h) this Agreement has been duly executed and delivered by the Shareholder, and, assuming the due authorization, execution and delivery by Vasogen and IPC, this Agreement constitutes the Shareholder of this Agreementlegal, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge valid and binding obligation of the Shareholder, any judgmentenforceable in accordance with its terms, decreesubject to laws of general application and bankruptcy, order or award insolvency and other similar laws affecting creditors’ rights generally and general principles of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; andequity; (hi) there are is no legal proceedings in progress private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Regulatory Authority Governmental Entity, or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its affiliates properties or assets that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to consummate the transactions contemplated by this Agreement. There is no order of any Governmental Entity against the Shareholder that would adversely affect could prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement, or that could reasonably be expected to have an adverse effect on the Shareholder’s ability to consummate the transactions contemplated by this Agreement; (j) the Shareholder has not previously granted or agreed to grant any power of attorney or attorney in fact, proxy or other right to vote in respect of the Shares or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to the Shares except those which are no longer of any force or effect; (k) neither the execution and delivery of this Agreement by the Shareholder, the consummation by the Shareholder of the transactions contemplated hereby nor the compliance by the Shareholder with any of the provisions hereof will: (i) result in any manner breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal, under any provision of any the ability constating documents of the Shareholder or, if applicable, the Shareholder, or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, licence, agreement, lease, permit or other instrument or obligation to enter into which the Shareholder, is a party or by which any of their respective properties or assets (including the Shares) may be bound, which breach or default could reasonably be expected to have an adverse effect on the Shareholder’s ability to consummate the transactions contemplated by this Agreement and to perform its obligations hereunder or Agreement; (ii) require on the title part of the Shareholder any filing with (other than pursuant to the requirements of applicable securities legislation (which filings the Shareholder will undertake)), or permit, waiver, notification, authorization, exemption, registration, licence, consent or approval of, any Governmental Entity or any other person; or (iii) subject to compliance with any approval or law contemplated by the Merger Agreement, violate or conflict with any judgement, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Shareholder or any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyits properties or assets.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents hereby represents, warrants and warrants covenants to the Offeror Buyer that Shareholder (i) is the beneficial owner of the Common Shares and the options, warrants and other rights to acquire Common Shares indicated on the signature pages of this Agreement, free and clear of any pledges, options, rights of first refusal, co-sale rights, attachments or other encumbrances other than as follows contemplated hereby and acknowledges that the Offeror is relying upon these representations Shareholders Agreement, dated September 13, 2000, by and warranties in connection with among the entering Company, the Buyer and the other Company Shareholders named therein; (ii) does not beneficially own any securities of the Company other than the Common Shares and options, warrants and other rights to acquire Common Shares of the Company indicated on the signature pages of this Agreement; (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Acquisition Agreement proxy contained herein; and (iv) the purchase by the Offeror of the Deposited Shares under the Offer: (a) in the case that the Shareholder is not an individualexecution, the Shareholder is validly existing under the laws of its jurisdiction of formation delivery and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery performance of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance consummation of the transactions contemplated hereby hereby, will not (x) require the consent, waiver, approval, or the compliance authorization of any governmental authority or any other person or entity except as contemplated by the Shareholder with the Shareholder's obligations hereunder will Offer Agreement; or (y) violate, conflict with, result in a breach of or the acceleration of any obligation under, or constitute a default (ior an event which with notice or the lapse of time or both would become a default) under, or give to others any agreement right of termination, amendment, acceleration or instrument cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Shareholder pursuant to any provision of any indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation or decree to which the Shareholder is a party subject or by which the Shareholder or any of the Shareholder's property or assets are (other than the Company's assets, if any) is bound; (ii) to the knowledge of , in each case as would not materially adversely affect the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its 's obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyhereunder.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to Parent, Merger Sub and the Offeror Company as follows and acknowledges that of the Offeror is relying upon these representations and warranties in connection with the entering into date of this Agreement and the Acquisition Agreement and the purchase by the Offeror as of the Deposited Shares under date of any meeting of shareholders of the OfferCompany and as of the date of the execution of any written consent of the shareholders of the Company, as follows: (a) in the case that the The Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power capacity and authority to conduct its business as it is now being conducted execute and to enter into deliver this Agreement and to perform consummate the transaction contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming this Agreement constitutes a legal, valid and binding agreement of Parent, Merger Sub and the Company, constitutes a legal, valid and binding agreement of the Shareholder enforceable by Parent, Merger Sub and the Company against the Shareholder in accordance with its obligations hereunder;terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity. (b) The Shareholder is the record and Beneficial Owner, free and clear of any Liens of the Owned Shares (which number of Owned Shares as of the date hereof is set forth in the case that second recital hereto) and any Owned Shares acquired by the Shareholder after the date hereof, and has full, unrestricted and sole 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, the Owned Shares; provided, however, the Owned Shares are subject to the Shareholders Agreement. The Owned Shares are the only voting securities or interests in the Company Beneficially Owned or held of record by the Shareholder and, except as provided in the Shareholders Agreement and the Metavante Stock Purchase Right Agreement and except for the Owned Shares and the shares of and options for shares of Company Common Stock owned by or granted to affiliates of the Shareholder who are directors of the Company, the Shareholder and its Affiliates do not an individualBeneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any shares of Company Common Stock or any securities convertible into shares of Company Common Stock (including options to purchase Company Common Stock). (c) None of the execution and delivery of this Agreement by the Shareholder and Shareholder, the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered consummation by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with any of the Shareholder's obligations hereunder will result in a breach of provisions hereof (i) requires any agreement consent or instrument other authorization, approval or permit of, or filing with or notification to, any Governmental Entity or any other Person by the Shareholder, except for (A) filings required under the securities laws, including Sections 13(d) and 16 of the Exchange Act, (B) as contemplated by the Merger Agreement, and (C) any consents, approvals, filings or notices required under the HSR Act and the termination or expiration of any applicable waiting period thereunder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any Contract to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property ’s properties or assets are (including the Owned Shares) may be bound; , (iiiii) violates any Order or Law applicable to the knowledge Shareholder or any of the Shareholder’s properties or assets (including the Owned Shares), any judgment, decree, order or award of any Regulatory Authority; or (iiiiv) to the knowledge results in a Lien upon any of the Shareholder’s properties or assets (including the Owned Shares), any lawexcept for violations, statutebreaches, ordinancedefaults or Liens as would not prevent, regulation impede or rule relevant in delay the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against performance by the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or impose any greater than nominal liability or obligation on the title Company or Parent or any Subsidiaries or Affiliates thereof. (d) The Shareholder, as of the Shareholder date hereof, is not engaged in discussions or negotiations with any party with respect to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyAcquisition Proposal.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents hereby represents, warrants and warrants covenants to the Offeror as follows and acknowledges Buyer that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offer: (a) in the case that the Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Common Shares and all the Deposited options, warrants and other rights to acquire Common Shares will, at indicated on the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title theretosignature pages of this Agreement, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or options, rights of others of first refusal, co-sale rights, attachments or other encumbrances other than as contemplated hereby and the Shareholders' Agreement, dated September 13, 2000, by and among the Company, the Buyer and the other Company Shareholders named therein; (ii) does not beneficially own any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any securities of the Deposited Company other than the Common Shares or any interest therein or right theretoand options, except the Offeror pursuant warrants and other rights to this Agreement; (g) none acquire Common Shares of the execution and delivery by Company indicated on the Shareholder signature pages of this Agreement; (iii) has full power and authority to make, enter into and carry out the completion or terms of this Agreement; and (iv) the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby hereby, will not (x) require the consent, waiver, approval, or the compliance authorization of any governmental authority or any other person or entity except as contemplated by the Shareholder with the Shareholder's obligations hereunder will Offer Agreement; or (y) violate, conflict with, result in a breach of or the acceleration of any obligation under, or constitute a default (ior an event which with notice or the lapse of time or both would become a default) under, or give to others any agreement right of termination, amendment, acceleration or instrument cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Shareholder pursuant to any provision of any indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation or decree to which the Shareholder is a party subject or by which the Shareholder or any of the Shareholder's property or assets are (other than the Company's assets, if any) is bound; (ii) to the knowledge of , in each case as would not materially adversely affect the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its 's obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyhereunder.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offer: (a) in the case that the Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number shares of Company Shares listed opposite Common Stock and the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner options to purchase shares of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities Common Stock of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by indicated on the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable final page of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title theretothis Agreement, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledgesoptions, encumbrances and demands or rights of others first refusal, co-sale rights, charges or other encumbrances that would adversely affect the ability of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror to carry out its obligations pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge does not beneficially own any securities of the Shareholder, any judgment, decree, order or award Company other than the shares of any Regulatory AuthorityCompany Common Stock and options and to purchase shares of Common Stock of the Company indicated on the final page of this Agreement; or and (iii) has full power and authority to the knowledge of the Shareholdermake, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into and carry out the terms of this Agreement and the Proxy. 5.2 Shareholder has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Merger is expected to perform its obligations hereunder or be effected pursuant to a Registration Statement on Form S-4 under the title Securities Act of 1933, as amended (the Shareholder "Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated thereunder (except as discussed below) and resale of such shares will not be subject to any of the Deposited Shares. The representations and warranties of the Shareholder restrictions other than as set forth in this Article 5 shall survive Rule 145 promulgated under the completion Act and (ii) Shareholder may be deemed to be an affiliate of the purchase Company. Shareholder accordingly agrees not to sell, transfer or otherwise dispose of any Parent Common Stock issued to Shareholder in the Merger unless (x) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Act pursuant to an effective registration statement under the Act or pursuant to an exemption from the registration requirements of such Act, (y) an authorized representative of the SEC takes the position in writing to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written position ("No Action Correspondence") is delivered to Parent, or (z) Shareholder delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Act. Notwithstanding the foregoing, in the event Shareholder is an affiliate of the Parent, any shares of Parent Common Stock held by Shareholder will be subject to restrictions pursuant to Rule 144 promulgated under the Act. 5.3 Shareholder has been advised that Parent will give stop transfer instructions to its transfer agent with respect to any Parent Common Stock received by Shareholder pursuant to the Merger and there will be placed on the certificates representing such Parent Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES AND MAY ONLY BE TRANSFERRED (A) IN CONFORMITY WITH RULE 145(d) UNDER SUCH ACT, (B) IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR (C) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and Parent shall instruct its transfer agent to remove such legend, if Shareholder delivers to Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will be issued in the name of the transferee), (ii) a copy of the No Action Correspondence, (iii) an opinion of counsel, in form and substance reasonably satisfactory to Parent to the effect that public sale of the shares by the Offeror holder thereof is no longer subject to Rule 145, or (iv) a written request for removal of such legend after the Deposited Shares earlier of (x) the inapplicability of Rule 145 by its terms, (y) the effective date of any action by the SEC eliminating the restrictions upon sale, transfer or disposition under Rule 145 or otherwise rendering compliance with such restrictions unnecessary, or (z) the Offer and, despite effective date an effective registration statement relating to such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyshares.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerfollows: (a) The Shareholder (i) is as of the date hereof, and, except as otherwise permitted pursuant to Section 1 hereof, shall be at all times during the term of this Agreement, the indirect or direct beneficial owner of the Subject Shares set forth opposite such Shareholder’s name on Schedule A hereto, free and clear of any Liens (other than (1) Permitted Liens, (2) pledges in the case ordinary course of business as part of prime brokerage arrangements, (3) written restrictions on transfer under applicable securities Laws and (4) this Agreement; provided that such Liens shall not prevent, inhibit or restrict the Shareholder is Shareholder’s ability to enter into this Agreement or vote in accordance with Section 2), and (ii) does not an individualown of record or beneficially own any Company Shares (or any securities convertible into or exercisable or exchangeable or redeemable for any Company Shares) other than as set forth opposite its name on Schedule A. Schedule A sets forth a true and complete list of all of the Subject Shares as of the date hereof. (b) Except with respect to obligations under the Company Organizational Documents, as applicable, the Shareholder has, as of the date hereof and will have at all times through the termination of this Agreement in accordance with Section 6, the sole right to Transfer, to vote (or cause to vote) and to direct (or cause to direct) the voting of the Subject Shares owned by the Shareholder as of the date hereof, and none of such Subject Shares are subject to any proxy, voting trust or other Contract, arrangement or restriction with respect to the Transfer or the voting of the Subject Shares (other than restrictions on transfer under applicable securities Laws), except as set forth in this Agreement or the Transaction Agreement. The Shareholder has not entered into any Contract that is validly existing under inconsistent with the laws terms of its jurisdiction this Agreement or would in any way restrict, limit or interfere with the performance of formation and the Shareholder’s obligations hereunder. (c) The Shareholder has the requisite power and authority to conduct its business as it is now being conducted execute and to enter into deliver this Agreement and Agreement, to perform its obligations hereunder; (b) in hereunder and to consummate the case that transactions contemplated hereby and to comply with the Shareholder is not an individual, the terms hereof. The execution and delivery of this Agreement by the Shareholder, the consummation by the Shareholder of the transactions contemplated hereby and the performance compliance by it of its obligations hereunder the Shareholder with the provisions hereof have been duly authorized by its board all requisite action on the part of directors (or equivalent body) the Shareholder, and no other action or proceedings on its the part are of the Shareholder is necessary to authorize this Agreement and Agreement, to consummate the performance of its obligations hereunder;transactions contemplated hereby or to comply with the provisions hereof. (cd) this This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the OfferorXxxxx, constitutes a legal, valid and binding obligation, obligation of the Shareholder and is enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, subject to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company;Enforceability Exceptions. (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the The execution and delivery by the Shareholder of this Agreement, the completion or performance consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or the compliance by result in any violation or breach of, default (with or without notice or lapse of time, or both) under or conflict with any (1) Law applicable to the Shareholder with or (2) Action applicable to the Shareholder's obligations hereunder will result in a breach of Shareholder or its properties or assets, or (i3) any agreement Contract or other legally binding instrument or obligation to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or its assets are bound; , in the case of each of clauses (ii1) through (3), to the knowledge extent such violation, breach or other action would prevent, enjoin or materially delay the performance by the Shareholder of its obligations under this Agreement. No Consent of, or registration, declaration, notice or filing with, any Governmental Authority is necessary, under Applicable Law, for the consummation by the Shareholder of the transactions contemplated by this Agreement. (f) With respect to the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge as of the Shareholderdate hereof, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are is no legal proceedings in progress or Action pending before any Regulatory Authority against or, to the knowledge of the Shareholder, threatened in writing against it or any of its assets (including the Subject Shares beneficially owned by the Shareholder) before or by any Governmental Authority that would reasonably be expected to prevent or materially delay or impair the consummation by the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into transactions contemplated by this Agreement and the Transaction Agreement or otherwise materially impair the Shareholder’s ability to perform its obligations hereunder hereunder. (g) No broker, finder, investment banker, financial advisor, or other Person is entitled to any brokerage, finder’s or other similar fee or commission, or the title reimbursement of expenses, in connection with the transactions contemplated hereby or by the Transaction Agreement based upon arrangements made by or on behalf of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyits capacity as such.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror Parent and Acquisition Sub as follows follows, and acknowledges that the Offeror is Parent and Acquisition Sub are relying upon these such representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferAgreement: (a) in the case that where the Shareholder is not an individual, the Shareholder is validly existing and organized under the laws Legal Requirements of its jurisdiction of formation Delaware and has the requisite power and authority to own the assets it currently owns and to conduct its business as it is now being conducted conducted; (b) the Shareholder has the requisite entity power and authority to enter into this Agreement and to perform and carry out its obligations hereunder; (b) in the case that . Where the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder Shareholder, the performance of the Shareholder’s obligations under this Agreement and the performance completion by it the Shareholder of its obligations hereunder the transactions contemplated hereby have been duly authorized by its board the general partner of directors (or equivalent body) the Shareholder, and no other proceedings on its part to be completed or consent to be obtained by the Shareholder are or will be necessary to authorize for the corporate authorization of this Agreement and the performance of its obligations hereundertransactions contemplated hereby; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the OfferorParent and Acquisition Sub, constitutes a legal, valid and binding obligation, obligation of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed except as may be limited by law in connection with bankruptcy, insolvency or similar proceedings and other Legal Requirements affecting the enforcement of creditors’ rights generally and subject to the extent qualification that the award of equitable remedies such as specific performance and injunction is within may only be granted in the discretion of a court of competent jurisdiction; (d) the court from which they are sought;execution and delivery of this Agreement and the completion by the Shareholder of the transactions contemplated hereby: (i) will not, where the Shareholder is not an individual, conflict with the sole registered and/or direct articles, by-laws, partnership agreement, declaration of trust or indirect beneficial owner other constating documents of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; ; (ii) will not conflict with, result in the only Company Shares breach of or constitute a default under any agreement, indenture, contract, lease, deed of trust, licence, option, instrument or other securities of the Company directly commitment, whether written or indirectly beneficially ownedoral, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder is or may be bound; and (iii) do not and will not constitute a breach of or violation of or default (or an event which with notice or lapse of time or both would become a default) under any Legal Requirement binding upon the Shareholder which could reasonably be expected to adversely affect the Shareholder's ability to perform its obligations under this Agreement; (e) the only securities of the Company owned directly or indirectly by or controlled by or under the direction of the Shareholder are the securities set forth on Schedule A attached to this Agreement and, in the case of Subject Shares beneficially owned, the Shareholder is the sole beneficial owner of such securities, except that the Shareholder shares "beneficial ownership" (as that term is defined in Rule 13d-3 under the Exchange Act) of the Subject Shares with VantagePoint Venture Associates IV, L.L.C., Xxxxx X. Xxxxxx and Xxxx X. Xxxxxxx. The number and class of such securities that are held through an intermediary are set forth on Schedule A attached to this Agreement. The Shareholder has the exclusive right to deal with and exercise all voting rights attributable to the Subject Shares as provided in this Agreement. The Shareholder does not own, directly or indirectly, any securities of any of the Shareholder's property Company’s Subsidiaries; (f) the Shareholder is not a party with any Person to any agreement, warrant or assets are bound; option or any right capable of becoming an agreement, warrant or option for the purchase by such Person of any of the Subject Shares or any right or interest therein (iilegal or equitable); (g) none of the Subject Shares is subject to any proxy, voting trust, vote pooling or other agreement with respect to the knowledge right to vote, call meetings of the Shareholder, any judgment, decree, order Securityholders or award give consents or approvals of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; andkind; (h) there are no legal claims, actions, suits or proceedings in progress existing or pending before any Regulatory Authority orpending, or (to the knowledge of the Shareholder, ) threatened against or affecting the Shareholder Shareholder, and there are no investigations (to the knowledge of the Shareholder) existing, pending or its affiliates that would threatened against or affecting the Shareholder, whether at law or in equity, before or by, and there are no judgments, decrees, rules or orders of any Governmental Authority which adversely affect in any manner affect, or could reasonably be expected to adversely affect, the ability of the Shareholder to enter into consummate the transactions contemplated hereby; (i) the Shareholder (i) has not made any payment or loan to, or borrowed any monies from or is otherwise indebted to, the Company or any of its Subsidiaries; or (ii) is not a party to any agreement or understanding with the Company or any of its Subsidiaries or any officer, director or employee of the Company or any of its Subsidiaries (other than the Persons elected by the Shareholder to serve as directors of the Company); (j) except for filings that the Shareholder is required to make pursuant to the Securities Act and the Exchange Act, no sanction, ruling, consent, order, exemption, permit, declaration, filing, waiver or other approval of any Governmental Authority or other Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement Agreement, the performance by the Shareholder of its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby which, if not obtained by the Shareholder, could reasonably be expected to adversely affect the Shareholder's ability to perform its obligations hereunder or under this Agreement; and (k) neither the title Shareholder nor any Affiliate of the Shareholder to (other than any portfolio company) own, directly or indirectly, an Investment in Parent, Acquisition Sub or any of their Affiliates listed in Exhibit 21.1 of Parent’s most recent Form 10-K as filed with the Deposited Shares. The representations Securities and warranties Exchange Commission, as such list may be amended or supplemented from time to time by Parent and a copy of which shall be delivered to the Shareholder set forth in this Article 5 shall survive the completion of the purchase as soon as practicable thereafter, provided that no representation or warranty is made by the Offeror Shareholder in respect of any Investment made by a third party investment or money manager (including a mutual fund or other investment vehicle) acting on discretionary authority granted to such third party investment or money manager by the Deposited Shares under the Offer and, despite Shareholder or any such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyAffiliate.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror as follows Buyer (and acknowledges that the Offeror Buyer is relying upon these such representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerwarranties) that: (a) in Schedule B hereto sets forth: (i) the case that Shares held of record or beneficially owned, directly or indirectly, by the Shareholder is not an individualor over which the Shareholder exercises control or direction on the date hereof (the “Subject Shares”); (ii) the securities, which by their terms are exercisable for or convertible into or exchangeable for Shares, held of record or beneficially owned, directly or indirectly, by the Shareholder or over which the Shareholder exercises control or direction on the date hereof (the “Convertible Securities” and, together with the Subject Shares, the Shareholder is validly existing under “Securities”); and (iii) the laws names and addresses of its jurisdiction the record and the direct beneficial owners, if applicable, (the “Owners”) of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder;Securities on the date hereof. (b) in the case Securities constitute all of the Shares and any other securities which by their terms are exercisable for or convertible into or exchangeable for the Shares that the Shareholder is not an individualare held of record or beneficially owned, the execution and delivery of this Agreement directly or indirectly, by the Shareholder and or over which the performance by it of its obligations hereunder have been duly authorized by its board of directors (Shareholder exercises control or equivalent body) and no other proceedings direction on its part are necessary to authorize this Agreement and the performance of its obligations hereunderdate hereof; (c) subject to any proxies or powers of attorney granted hereunder, the Shareholder has the sole voting and the sole dispositive power, and the sole power to agree to the matters set forth herein with respect to the Securities, and will continue to have the sole power to vote and dispose of the Securities at the time of any vote contemplated by this Agreement and at the time of the consummation of the Transaction pursuant to the Transaction Agreement; (d) the Owners identified on Schedule B have good title to the Securities, free and clear of any and all Encumbrances except for transfer restrictions imposed by applicable securities laws; (e) this Agreement has been duly executed and delivered by the Shareholder Shareholder, and, assuming the due authorization, execution and delivery by the OfferorBuyer, this Agreement constitutes a the legal, valid and binding obligationobligation of the Shareholder, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, subject to limitations imposed by law in connection with laws of general application and bankruptcy, insolvency or and other similar proceedings laws affecting creditors’ rights generally and to the extent that the award general principles of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoeverequity; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant is a validly subsisting limited partnership and has all necessary power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder; (g) none of neither the execution and delivery of this Agreement by the Shareholder, the consummation by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or nor the compliance by the Shareholder with any of the Shareholder's obligations hereunder will result in a breach of provisions hereof will: (i) result in any agreement breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal, under any provision of any of the constating documents of the Shareholder or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, licence, agreement, lease, permit or other instrument or obligation to which the Shareholder is a party or by which the Shareholder or any of its properties or assets (including the Securities) may be bound, in each case that could reasonably be expected to have an adverse effect on the Shareholder's property or assets are bound; ’s ability to fulfil its obligations contemplated by this Agreement; (ii) require on the part of the Shareholder any filing with (other than pursuant to the knowledge requirements of applicable securities legislation (which filings the ShareholderShareholder will undertake)), or permit, waiver, notification, authorization, exemption, registration, licence, consent or approval of, any judgmentGovernmental Authority or any other Person; or (iii) violate or conflict with any judgement, order, notice, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholderstatute, any law, statuteLaw, ordinance, rule or regulation applicable to the Shareholder or rule relevant in the context any of the Offer its properties or this Agreement; andassets; (h) there are is no legal proceedings in progress private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Regulatory Authority Governmental Authority, or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its affiliates properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to fulfil its obligations contemplated by this Agreement. There is no order of any Governmental Authority against the Shareholder that would adversely affect could prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement, or that could reasonably be expected to have an adverse effect on the Shareholder’s ability to fulfil its obligations contemplated by this Agreement; (i) the Shareholder has not previously granted or agreed to grant any power of attorney or attorney in fact, proxy or other right to vote in respect of the Securities or entered into any manner voting trust, vote pooling or other agreement with respect to the ability right to vote, call meetings of shareholders or give consents or approvals of any kind as to the Securities except those which are no longer of any force or effect; and (j) there are no agreements or arrangements of any kind, contingent or otherwise, obligating the Shareholder to enter into this Agreement and Transfer (defined below) or cause to perform its obligations hereunder or the title of the Shareholder to be Transferred any of the Deposited Shares. The representations Securities and warranties no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelySecurities.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror as follows Purchaser (and acknowledges that the Offeror Purchaser is relying upon on these representations and warranties in connection with completing the entering into of this transactions contemplated hereby and by the Arrangement Agreement and the Acquisition Agreement and Investment Agreement) the purchase by the Offeror of the Deposited Shares under the Offermatters set out below: (a) in the case that the The Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power necessary corporate power, authority and authority capacity to conduct its business as it is now being conducted execute and to enter into deliver this Agreement and to perform its obligations hereunder;consummate the transactions contemplated hereby. (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this This Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against obligation of the Shareholder enforceable against it in accordance with its terms, subject, however, subject to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and other Laws affecting the enforcement of creditors’ rights generally and subject to the extent qualification that the award of equitable remedies such as specific performance and injunction is within may only be granted in the discretion of the a court from which they are soughtof competent jurisdiction; (ic) The Subject Shares represent all the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, directly or over which indirectly, or controlled or directed by the Shareholder as at the date hereof. Other than the Subject Shares, neither the Shareholder nor any affiliate, as applicable (i) owns beneficially, or exercises control or direction is over, directly or indirectly exercisedindirectly, by additional securities of the Shareholder are those listed opposite Company or any of its affiliates or (ii) other than the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B"Investment Agreement, the Shareholder has no any agreement or option, or right or privilege (whether by lawLaw, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder or any affiliate, as applicable, or transfer to the Shareholder or any affiliate, as applicable, of any additional Company Shares or other securities of the CompanyCompany or any of its affiliates; (ed) The Shareholder is, and will continue to be on the Shareholder has Record Date, the sole right to sell and vote all beneficial owner of the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Subject Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgagesencumbrances, liens, restrictions (other than resale, vesting or other similar restrictions), charges, restrictions, security interests, adverse claims, pledges, encumbrances claims and demands or rights of others others; (e) The Shareholder has the right to vote (to the extent permitted by the attributes of such Subject Shares) or direct the voting of the Subject Shares, subject to any nature or kind whatsoeverrestriction included in the subscription agreement dated December 21, 2018 between the Company and the Shareholder; (f) no individual, firm or entity No person has any agreement or option, or any right or privilege (whether by lawLaws, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Subject Shares or any interest therein or right thereto, except the Offeror Purchaser pursuant to this Agreement;the Arrangement; and (g) Other than this Agreement and the Investment Agreement, none of the execution and delivery by Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the Shareholder right to vote, call meetings of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property Company’s securityholders or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order give consents or award approvals of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelykind.

Representations and Warranties of the Shareholder. 5.1 4.1 The Shareholder represents and represents, warrants and, where applicable, covenants to the Offeror Purchaser as follows follows, and acknowledges that the Offeror Purchaser is relying upon these representations representations, warranties and warranties covenants in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferArrangement Agreement: (a) in the case that the Shareholder is not an individual, has the Shareholder is validly existing under the laws of its jurisdiction of formation capacity and has the requisite power received all necessary approvals to execute and authority to conduct its business as it is now being conducted and to enter into delivery this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the OfferorPurchaser, constitutes a legal, valid and binding obligation, enforceable by the Offeror Purchaser against the Shareholder in accordance with its terms, subject, however, subject to limitations imposed by law in connection with bankruptcy, insolvency insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to or similar proceedings affecting the availability of equitable remedies and the enforcement of creditors’ rights generally and general principles of equity and public policy and to the extent qualification that the award of equitable remedies such as specific performance and injunction is within may be granted only in the discretion of the a court from which they are soughtof competent jurisdiction; (ic) the Shareholder is is, directly or indirectly, the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the CompanySubject Shares; (ed) the Shareholder has the sole right to sell and vote or the ability to cause to vote all the Deposited Subject Shares and all such Subject Shares shall, immediately prior to the Deposited Shares willEffective Time, at the time at which the Offeror takes up and pays for the Deposited Sharesdirectly or indirectly, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (fe) no individual, firm or entity has the Shareholder is not party to any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchasesale, acquisition disposition, transfer or transfer from the Shareholder voting of any of the Deposited Shares or any interest therein or right theretoSubject Shares, except the Offeror pursuant to this Agreement; (gf) none of the execution and delivery by the Shareholder of this Agreement, Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a material breach of or constitute a material default under any provision of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's ’s property or assets are is bound; , (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; Governmental Entity against the Shareholder, or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant applicable to the Shareholder in the context of the Offer or this Agreement, except in each case as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunder; (g) as of the date hereof, the Subject Shares are the only Company Shares owned by the Shareholder; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates Affiliates that would adversely affect reasonably be expected, either individually or in any manner the aggregate, to materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyhereunder.

Representations and Warranties of the Shareholder. 5.1 The Each Shareholder hereby represents and warrants to the Offeror Broadstone, separately as follows to himself, herself, or itself only, and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offernot jointly, as follows: (a) in the case that the Such Shareholder is the identified on the Register of the Company’s Shareholders as the owner of, and such Shareholder has good, valid and marketable title to, such Shareholder’s Owned Shares, free and clear of Liens other than as created by this Agreement or the organisational documents of the Company (including, for the purposes hereof, any agreements between or among shareholders of the Company). As of the date hereof, other than such Shareholder’s Owned Shares, such Shareholder does not an individualown beneficially or of record any shares of capital stock of the Company (or any securities convertible into shares of capital stock of the Company) or any interest therein. (b) Such Shareholder (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to such Shareholder’s Owned Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Shareholder’s Owned Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Owned Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) Such Shareholder affirms that (i) if such Shareholder is validly existing under the laws of its jurisdiction of formation and a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to conduct its business as execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Shareholder is not a natural person, (A) it is now being conducted a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organisation and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to enter into execute, deliver and perform its obligations under this Agreement and to perform its obligations hereunder; (b) in consummate the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the such Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, agreement of such Shareholders enforceable by the Offeror against the such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganisation, moratorium and similar Laws affecting creditors’ rights generally and subject, howeveras to enforceability, to limitations imposed general principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorisations are required to be obtained by law such Shareholder from, or to be given by such Shareholder to, or be made by such Shareholder with, any Governmental Authority in connection with bankruptcythe execution, insolvency or similar proceedings delivery and to the extent that the award of equitable remedies performance by such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance consummation of the transactions contemplated hereby or hereby, the compliance by Share Acquisition, the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder Merger, or any of the Shareholder's property other transactions contemplated by the Business Combination Agreement. (e) The execution, delivery and performance of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby, or assets are bound; the Share Acquisition, the Merger and the other transactions contemplated by the Business Combination Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of such Shareholder (if such Shareholder is not a natural person), (ii) to with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the knowledge loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the Shareholderproperties, rights or assets of such Shareholder pursuant to any judgmentContract binding upon such Shareholder or, decreeassuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), order or award of compliance with the matters referred to in Section 6(d), under any Regulatory Authority; applicable Law to which such Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair such Shareholder’s ability to perform its obligations hereunder or to consummate the knowledge transactions contemplated hereby, the Share Acquisition, the Merger, or any of the Shareholder, any law, statute, ordinance, regulation or rule relevant in other transactions contemplated by the context Business Combination Agreement. (f) As of the Offer or date of this Agreement; and (h) , there are is no legal proceedings in progress action, proceeding or investigation pending before any Regulatory Authority against such Shareholder or, to the knowledge of the such Shareholder, threatened against such Shareholder that questions the Shareholder beneficial or its affiliates that would adversely affect in any manner record ownership of such Shareholder’s Owned Shares, the ability validity of the Shareholder to enter into this Agreement and to perform or the performance by such Shareholder of its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth under this Agreement. (g) References in this Article 5 Section 8 to “Shareholder” shall survive be deemed to include a reference to the completion Pubco Shareholder in respect of Pubco and the purchase by the Offeror of the Deposited Shares under the Offer andPubco Owned Shares, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelymutatis mutandis.

Representations and Warranties of the Shareholder. 5.1 4.1 The Shareholder represents and represents, warrants and, where applicable, covenants to the Offeror Parent as follows and acknowledges that the Offeror Parent is relying upon these representations representations, warranties and warranties covenants in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferArrangement Agreement: (a) in the case that the Shareholder is not an individual, has the Shareholder is validly existing under the laws of its jurisdiction of formation capacity and has the received all requisite power approvals to execute and authority to conduct its business as it is now being conducted and to enter into delivery this Agreement and to perform its his or her obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the OfferorParent, constitutes a legal, valid and binding obligation, enforceable by the Offeror Parent against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings the Bankruptcy and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are soughtEquity Exception; (ic) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the CompanySubject Shares; (ed) the Shareholder has the sole right to sell and vote all the Deposited Subject Shares and all the Deposited Subject Shares willshall, at immediately prior to the time at which the Offeror takes up and pays for the Deposited SharesEffective Time, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (fe) no individual, firm or entity has the Shareholder is not party to any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchasesale, acquisition disposition, transfer or transfer from the Shareholder voting of any of the Deposited Shares or any interest therein or right theretoSubject Shares, except the Offeror pursuant to this Agreement; (gf) none of the execution and delivery by the Shareholder of this Agreement, Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a material breach of or constitute a material default under any provision of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's ’s property or assets are is bound; , (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Governmental Authority; , or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant applicable to the Shareholder in the context of the Offer Transaction or this Agreement, except in each case as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunder; (g) as of the date hereof, the Subject Shares as set forth on Schedule A hereto are the only Company Common Shares owned by the Shareholder; and (h) there are no legal proceedings in progress or pending before any Regulatory Governmental Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect reasonably be expected, either individually or in any manner the aggregate, to materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shareshereunder. The representations and warranties of the Shareholder set forth in this Article 5 4 shall not survive the completion of the purchase by Transaction and will expire and be terminated on the Offeror earlier of the Deposited Shares under Effective Time and the Offer and, despite such completion, shall continue date on which this Agreement is terminated in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyaccordance with Article 6.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror Company and ION as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerto itself as follows: (a) The Shareholder is the only record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Agreement and Permitted Liens. As of the date hereof, other than the Owned Shares, the Shareholder does not own beneficially or of record any share capital of the Company (or any securities convertible into share capital of the Company). (b) The Shareholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the case matters set forth herein, in each case, with respect to the Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust or any other agreement or arrangement, including any proxy, consent or power of attorney, with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (A) If the Shareholder is not an individuala natural person, the Shareholder is validly existing under the laws of its jurisdiction of formation and he or she has all the requisite power and authority and has taken all action necessary in order to conduct its business as it is now being conducted execute and deliver this Agreement, to perform his or her obligations hereunder and to enter into consummate the transactions contemplated hereby, and (B) if the Shareholder is not a natural person it (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Legal Requirements of the jurisdiction of its organization, and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to perform its obligations hereunder; (b) in consummate the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, agreement of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Applicable Legal Requirements affecting creditors’ rights generally and subject, howeveras to enforceability, to limitations imposed general principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, if any, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by law the Shareholder from, or to be given by the Shareholder to, or be made by the Shareholder with, any Governmental Entity in connection with bankruptcythe execution, insolvency or similar proceedings delivery and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance consummation of the transactions contemplated hereby or the compliance Merger and the other transactions contemplated by the Merger Agreement. (e) The execution, delivery and performance of this Agreement by the Shareholder with do not, and the Shareholder's obligations hereunder consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Merger Agreement will not, constitute or result in a breach of (i) a breach or violation of, or a default under, the Organizational Documents of the Shareholder (if the Shareholder is not a natural person), (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any agreement benefit under, the creation, modification or instrument acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Shareholder pursuant to any Contract binding upon the Shareholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 5(d), under any Applicable Legal Requirements to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; subject or (iii) to any change in the knowledge rights or obligations of any party under any Contract legally binding upon the Shareholder, any lawexcept, statute, ordinance, regulation or rule relevant in the context case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Offer Merger or the other transactions contemplated by the Merger Agreement. (f) As of the date of this Agreement; and (h) , there are is no legal proceedings in progress action, proceeding or investigation pending before any Regulatory Authority against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or its affiliates record ownership of the Shareholder’s Owned Shares, that would adversely affect in any manner reasonably be expected to question the validity of this Agreement or to prevent or materially impair, enjoin or delay the ability of the Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (g) The Shareholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of ION and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Merger Agreement and has independently and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited SharesAgreement. The representations Shareholder acknowledges that ION and warranties the Company have not made and do not make any representation or warranty, whether express or implied, of the Shareholder any kind or character except as expressly set forth in this Article 5 shall survive Agreement. The Shareholder acknowledges that the completion agreements contained herein with respect to the Covered Shares owned by the Shareholder are irrevocable. (h) The Shareholder understands and acknowledges that ION and the Company are entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the purchase Shareholder contained herein. (i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which ION or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the Offeror knowledge of the Deposited Shares under the Offer andShareholder, despite such completion, shall continue in full force and effect for the benefit on behalf of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyShareholder.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents You hereby represent and warrants warrant to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offer: Purchaser that: (a) as of the date hereof, you are, and as of the Effective Time (as defined in the case that the Shareholder is not an individualArrangement Agreement) and at all times between such date and such time, you will be, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number Subject Securities free and clear of Company Shares listed opposite all Liens (as defined in the Shareholder's name on Schedule "A" Arrangement Agreement) or that you exercise control or direction over the Subject Securities, and is the sole legal and do not own (as registered holder or beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares owner), or exercise control or direction over, any other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"Response; and (iiib) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) date hereof, you have and as of the Shareholder has Effective Time, and at all times between such date and such time, you will have, the sole right to sell vote the Subject Securities; (c) other than this Agreement, none of the Subject Securities are, as of the date hereof, or will be, as of the Effective Time, or at any time between such date and such time, subject to any adverse claim or voting agreement, proxy, voting trust, vote pooling or other agreement with respect to the right to vote the Subject Securities or call meetings of holders of securities of Response; (d) as of the date hereof, no person has, and as of the Effective Time, and at all the Deposited Shares times between such date and all the Deposited Shares willsuch time, at the time at which the Offeror takes up and pays for the Deposited Sharesno person will have, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder you of any of the Deposited Shares or any interest therein or right theretoSubject Securities; (e) you have the requisite power and authority to make, except enter into and carry out the Offeror pursuant to terms of this Agreement; ; (f) this Agreement has been duly executed and delivered by you and constitutes your legal, valid and binding obligation enforceable against you in accordance with its terms; (g) none there are not, as of the execution date hereof, and delivery by the Shareholder of this Agreement, the completion or performance as of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder Effective Time, and at all times between such date and such time, there will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholdernot be, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority Governmental Entity (as defined in the Arrangement Agreement) or, to the knowledge of the Shareholderyour knowledge, pending or threatened against the Shareholder or its affiliates you, that would adversely affect in any manner the your ability of the Shareholder to enter into and carry out the terms of this Agreement Agreement; and to perform its obligations hereunder or the title (h) as of the Shareholder to any date hereof, you have and as of the Deposited Shares. The representations Effective Time, and warranties at all times between such date and such time, you will have, filed all reports, if any, required under applicable law in respect of the Shareholder set forth Subject Securities and have otherwise complied in this Article 5 shall survive the completion all material respects with all applicable laws in respect of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelySubject Securities.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror Company and SPAC as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror to itself, as of the Deposited Shares under date hereof and as of the OfferClosing, as follows: (a) The Shareholder is the sole record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Agreement or pursuant to the Governing Documents of the Company. As of the date hereof, other than the Owned Shares, the Shareholder does not own beneficially or of record any share capital of the Company (or any securities convertible into share capital of the Company). (b) The Shareholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the case matters set forth herein, in each case, with respect to the Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust or any other agreement or arrangement, including any proxy, consent or power of attorney, with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) (A) If the Shareholder is not an individuala natural person, the Shareholder is validly existing under the laws of its jurisdiction of formation and he or she has all the requisite power and authority and has taken all action necessary in order to conduct its business as it is now being conducted execute and deliver this Agreement, to perform his or her obligations hereunder and to enter into consummate the transactions contemplated hereby, and (B) if the Shareholder is not a natural person it (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the applicable Law of the jurisdiction of its organization, and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to perform its obligations hereunder; (b) in consummate the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, agreement of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar applicable Law affecting creditors’ rights generally and subject, howeveras to enforceability, to limitations imposed general principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, if any, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by law the Shareholder from, or to be given by the Shareholder to, or be made by the Shareholder with, any Governmental Entity in connection with bankruptcythe execution, insolvency or similar proceedings delivery and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance consummation of the transactions contemplated hereby or the compliance Merger and the other transactions contemplated by the Business Combination Agreement. (e) The execution, delivery and performance of this Agreement by the Shareholder with do not, and the Shareholder's obligations hereunder consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement will not, constitute or result in a breach of (i) a breach or violation of, or a default under, the Governing Documents of the Shareholder (if the Shareholder is not a natural person), (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any agreement benefit under, the creation, modification or instrument acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Shareholder pursuant to any Contract binding upon the Shareholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 5(d), under any applicable Law to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; subject or (iii) to any change in the knowledge rights or obligations of any party under any Contract legally binding upon the Shareholder, any lawexcept, statute, ordinance, regulation or rule relevant in the context case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, or the consummation of the Offer Merger or the other transactions contemplated by the Business Combination Agreement. (f) As of the date of this Agreement; and (h) , there are is no legal proceedings in progress action, proceeding or investigation pending before any Regulatory Authority against the Shareholder or, to the knowledge of the ShareholderShareholder (after conducting reasonable and due inquiry), threatened against the Shareholder (i) that questions or its affiliates would reasonably be expected to question the beneficial or record ownership of the Shareholder’s Covered Shares, or (ii) that questions or would adversely affect in any manner reasonably be expected to question the validity of this Agreement or to prevent or materially impair, enjoin or delay the ability of the Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, or the consummation of the Merger or the other transactions contemplated by the Business Combination Agreement. (g) The Shareholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of SPAC and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Business Combination Agreement and has independently and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited SharesAgreement. The representations Shareholder acknowledges that none of SPAC, the Company or any other Person have made to the Shareholder, and warranties Shareholder has not relied upon, any representation or warranty, whether express or implied, of the Shareholder any kind or character except as expressly set forth in this Article 5 shall survive Agreement. The Shareholder acknowledges that the completion agreements contained herein with respect to the Covered Shares owned by the Shareholder are irrevocable. (h) The Shareholder understands and acknowledges that SPAC and the Company are entering into the Business Combination Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the purchase Shareholder contained herein. (i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby or by the Offeror Business Combination Agreement based upon arrangements made by or, to the knowledge of the Deposited Shares under the Offer andShareholder (after conducting reasonable and due inquiry), despite such completion, shall continue in full force and effect for the benefit on behalf of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyShareholder.

Representations and Warranties of the Shareholder. 5.1 The 6.1 Except as set forth in that certain Voting Trust Agreement, dated December 31, 2011, between the Shareholder, the Company, Dxxx Xxxxx, as voting trust, and certain other shareholders of the Company, the Shareholder represents represents, warrants and, where applicable, covenants to Parent and warrants to the Offeror Purchaser as follows follows, and acknowledges that the Offeror is Parent and Purchaser are relying upon these representations representations, warranties and warranties covenants in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferArrangement Agreement: (a) in the case that the Shareholder is not an individual, has the Shareholder is validly existing under the laws of its jurisdiction of formation capacity and has the received all requisite power approvals to execute and authority to conduct its business as it is now being conducted and to enter into delivery this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the OfferorParent and Purchaser, constitutes a legal, valid and binding obligation, enforceable by the Offeror Parent and Purchaser against the Shareholder in accordance with its terms, subject, however, subject to limitations imposed by law in connection with bankruptcy, insolvency insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to or similar proceedings affecting the availability of equitable remedies and the enforcement of creditors’ rights generally and general principles of equity and public policy and to the extent qualification that the award of equitable remedies such as specific performance and injunction is within may be granted only in the discretion of the a court from which they are soughtof competent jurisdiction; (ic) the Shareholder is is, directly or indirectly, the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the CompanySubject Shares; (ed) the Shareholder has the sole right to sell and vote or the ability to cause to vote all the Deposited Subject Shares and all the Deposited Subject Shares willshall, at immediately prior to the time at which the Offeror takes up and pays for the Deposited SharesEffective Time, directly or indirectly, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (fe) no individual, firm or entity has the Shareholder is not party to any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchasesale, acquisition disposition, transfer or transfer from the Shareholder voting of any of the Deposited Shares or any interest therein or right theretoSubject Shares, except the Offeror pursuant to this Agreement; (gf) none of the execution and delivery by the Shareholder of this Agreement, Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a material breach of or constitute a material default under any provision of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's ’s property or assets are is bound; , (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; Governmental Authority against the Shareholder, or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the context aggregate, to materially impair the ability of the Offer or this AgreementShareholder to perform its obligations hereunder; (g) as of the date hereof, the Subject Shares are the only Company Common Shares owned by the Shareholder; and (h) there are no legal proceedings in progress or pending before any Regulatory Governmental Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect reasonably be expected, either individually or in any manner the aggregate, to materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyhereunder.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents hereby represents, warrants and warrants covenants to the Offeror Buyer that Shareholder (i) is the beneficial owner of the Common Shares and the options, warrants and other rights to acquire Common Shares indicated on the signature pages of this Agreement, free and clear of any pledges, options, rights of first refusal, co-sale rights, attachments or other encumbrances other than as follows comtemplated hereby and acknowledges that the Offeror is relying upon these representations Shareholders Agreement, dated September 13, 2000, by and warranties in connection with among the entering Company, the Buyer and the other Company Shareholders named therein; (ii) does not beneficially own any securities of the Company other than the Common Shares and options, warrants and other rights to acquire Common Shares of the Company indicated on the signature pages of this Agreement; (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Acquisition Agreement proxy contained herein; and (iv) the purchase by the Offeror of the Deposited Shares under the Offer: (a) in the case that the Shareholder is not an individualexecution, the Shareholder is validly existing under the laws of its jurisdiction of formation delivery and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery performance of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance consummation of the transactions contemplated hereby hereby, will not (x) require the consent, waiver, approval, or the compliance authorization of any governmental authority or any other person or entity except as contemplated by the Shareholder with the Shareholder's obligations hereunder will Offer Agreement; or (y) violate, conflict with, result in a breach of or the acceleration of any obligation under, or constitute a default (ior an event which with notice or the lapse of time or both would become a default) under, or give to others any agreement right of termination, amendment, acceleration or instrument cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Shareholder pursuant to any provision of any indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation or decree to which the Shareholder is a party subject or by which the Shareholder or any of the Shareholder's property or assets are (other than the Company's assets, if any) is bound; (ii) to the knowledge of , in each case as would not materially adversely affect the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its 's obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyhereunder.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror and in favor of BNIX as follows and acknowledges that the Offeror BNIX is relying upon these such representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferBusiness Combination Agreement: (a) in the case that the Shareholder is The Shareholders, if not an individual, the Shareholder is a corporation, limited liability company or other applicable business entity duly organized, incorporated or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws Laws of its jurisdiction of formation or organization (as applicable). The Shareholders, if an individual, has the legal capacity to enter into and perform his or her obligations under this Agreement. (b) The Shareholders, if not an individual, has the requisite corporate power and authority to conduct its business as it is now being conducted execute and to enter into deliver this Agreement and Agreement, to perform its obligations hereunder; (b) in hereunder and to consummate the case that the Shareholder is not an individual, the execution and delivery of transactions contemplated by this Agreement. This Agreement by the Shareholder and the performance by it of its obligations hereunder have has been duly authorized by its board all necessary corporate action on the part of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligationagreement of the Shareholder (assuming that this Agreement has been duly authorized, executed and delivered by BNIX) enforceable by the Offeror against the Shareholder Shareholders in accordance with its terms, subject, however, terms (subject to limitations imposed by law in connection with applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar proceedings other Laws affecting generally the enforcement of creditors’ rights and subject to the extent that the award general principles of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;equity). (ic) the Shareholder is The Shareholders are the sole registered and/or direct holders of, record and beneficial owners of, or indirect beneficial owner of exercise control or direction over, and at the number of Company Shares listed opposite Effective Time and at all times between the Shareholder's name on Schedule "A" date hereof and is the Effective Time, the Shareholders will be the sole legal holders of, record and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially ownedof, or over which exercise control or direction is directly or indirectly exercisedover, by all the Shareholder are those listed opposite Company Common Shares set forth on the Shareholder's name ’s signature page hereto, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement, the Governing Documents of the Shareholders and applicable Securities Laws). Other than the Company Common Shares set forth on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B"the Shareholder’s signature page hereto, the Shareholder has no does not own, beneficially or of record, and is not a party to or bound by any agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of Shareholders of, any additional Company Shares securities, or other any securities convertible or exchangeable into any additional securities, of the Company;, except as may be required under the Governing Documents of the Shareholders. (d) Except as contemplated by the Business Combination Agreement or the Governing Documents of the Shareholders, no Person has any contractual right or privilege for the purchase or acquisition from the Shareholders of any of the Company Common Shares of the Shareholder or for the right to vote any of the Company Common Shares of the Shareholders. (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there There are no legal proceedings in progress or pending before any Regulatory Authority Governmental Entity or, to the knowledge of the ShareholderShareholders, threatened against the Shareholder or its affiliates Shareholders that would adversely affect in any manner the ability of the Shareholder Shareholders to enter into this Agreement and to perform its obligations hereunder in any material respect. (f) No consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required on the title part of the Shareholder with respect to the execution, delivery or performance of its obligations under this Agreement by the Shareholder, the performance by the Shareholder of its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those which are contemplated by the Business Combination Agreement, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect, or which have already been obtained in advance of the Shareholder’s entry into this Agreement. (g) None of the execution or delivery by the Shareholder of this Agreement, the performance by the Shareholder of its obligations hereunder or the consummation of the transactions contemplated hereby or pursuant to the Business Combination Agreement will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in a violation or breach of any provision of the Governing Documents of the Shareholder, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the Deposited Shares. The representations and warranties terms, conditions or provisions of any Contract to which the Shareholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Shareholder or any of its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the Company Common Shares of the Shareholder, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of the Shareholder set forth to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyany material respect.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror SPAC as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerto itself as follows: (a) in The Shareholder is the case that only beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Agreement and Permitted Liens. As of the date hereof, other than the Owned Shares, the Shareholder does not own beneficially or of record any share capital of the Company (or any securities convertible into share capital of the Company). (b) The Shareholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) The Shareholder (i) if a legal entity, is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, and has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby or (ii) if an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation has legal competence and has the requisite power and authority to conduct its business as it is now being conducted and capacity to enter into this Agreement and all necessary authority to execute, deliver and perform its his or her obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize under this Agreement and to consummate the performance of its obligations hereunder; (c) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, agreement of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, howeveras to enforceability, to limitations imposed general principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, if any, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by law the Shareholder from, or to be given by the Shareholder to, or be made by the Shareholder with, any Governmental Entity in connection with bankruptcythe execution, insolvency or similar proceedings delivery and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance consummation of the transactions contemplated hereby or the compliance Merger and the other transactions contemplated by the Business Combination Agreement. (e) The execution, delivery and performance of this Agreement by the Shareholder with do not, and the Shareholder's obligations hereunder consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement will not, constitute or result in a breach of (i) any a breach or violation of, or a default under, the limited liability company agreement or instrument similar governing documents of the Shareholder, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Shareholder pursuant to any Contract binding upon the Shareholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; subject or (iii) to any change in the knowledge rights or obligations of any party under any Contract legally binding upon the Shareholder, any lawexcept, statute, ordinance, regulation or rule relevant in the context case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or delay or impair the Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Offer Merger or the other transactions contemplated by the Business Combination Agreement. (f) As of the date of this Agreement; and (h) , there are is no legal proceedings in progress action, proceeding or investigation pending before any Regulatory Authority against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership of the Shareholder’s Owned Shares, the validity of this Agreement or the performance by the Shareholder of its affiliates obligations under this Agreement. (g) The Shareholder understands and acknowledges that would adversely affect SPAC is entering into the Business Combination Agreement in any manner reliance upon the ability Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the Shareholder contained herein. (h) No investment banker, broker, finder or other intermediary is entitled to enter into this Agreement and to perform its obligations hereunder any broker’s, finder’s, financial advisor’s or other similar fee or commission for which SPAC, Merger Sub or the title Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Shareholder to any Shareholder, on behalf of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyShareholder.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to and in favour of the Offeror as follows as at the date hereof and immediately prior to the time at which the Subject Securities are acquired pursuant to the Offer, and acknowledges that the Offeror is relying upon these such representations and warranties in connection with the entering into of matters contemplated by this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferAgreement: (a) Appendix I accurately sets forth all of the Subject Securities as at the date of this Agreement; (b) the only securities of Augusta beneficially owned, directly or indirectly, or over which control or direction is exercised, by the Shareholder are those listed on Appendix I and except as set forth in Appendix I, neither the case that Shareholder nor any of its affiliates owns or holds any rights to acquire any additional securities of Augusta or any interest therein or any voting rights with respect thereto; (c) the Shareholder is either (i) the legal and beneficial owner of record, or (ii) the beneficial owner exercising control and direction over (but not an individualthe holder of record of), the Subject Securities set forth in Appendix I, in each case with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (d) the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite sole right to vote all the Subject Securities; (e) no person has any agreement, option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the Shareholder of any of the Subject Securities or any interest therein or right thereto, except the Offeror pursuant to this Agreement, and the Subject Securities are not subject to any shareholders’ agreement, voting trust or similar agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming a shareholders’ agreement, voting trust or other agreement affecting the Subject Securities or the ability of the Shareholder to exercise ownership rights thereto, including the voting of the Subject Securities; (f) the Shareholder has all necessary power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming Shareholder; (g) this Agreement is and will be the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, obligation of the Shareholder and is and will be enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (ih) the Shareholder is the sole registered and/or direct no authorization, consent or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially ownedapproval of, or over which control filing with, any public body, court, authority or direction securityholder is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, necessary for the purchase or acquisition consummation by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to Shareholder’s obligations under this Agreement; (gi) none this Agreement and the actions of the execution and delivery by Shareholder to be taken in accordance with this Agreement do not (or would not with the Shareholder giving of this Agreementnotice, the completion or performance lapse of the transactions contemplated hereby time or the compliance by the Shareholder with the Shareholder's obligations hereunder will happening of any other event or condition) result in a breach or a violation of, or conflict with in any material manner, or allow any other person to exercise any rights under any of (i) the terms or provisions of any agreement agreement, contract or instrument indenture to which the Shareholder is a party or by which the Shareholder or any of Shareholder’s property is bound (as applicable), and will not result in the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award violation of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and; (hj) there are no legal proceedings in progress or pending before any Regulatory Governmental Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or hereunder; (k) The Shareholder has independently and without reliance upon the title of Offeror, and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to any of the Deposited Shares. The representations enter into this Agreement; and warranties of the Shareholder acknowledges that the Offeror has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Article 5 shall survive Agreement; and (l) If the completion of Shareholder is not an individual, the purchase by the Offeror of the Deposited Shares Shareholder is validly existing under the Offer andlaws of its jurisdiction of formation, despite such completioncontinuance, shall continue in full force incorporation or organization and effect for the benefit of the Offeror for a period of one year thereafterhas all necessary power, except for the representation authority and warranty set forth in clause (e) above, which shall survive indefinitelycapacity to enter into this Agreement and to carry out its obligations hereunder.

Representations and Warranties of the Shareholder. 5.1 The Each Shareholder severally represents and warrants in favour of all other parties to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerthat: (a) in at the case that date hereof and all material times following the Shareholder is not an individualissuance of the Deposited Shares to the Shareholders, the Shareholder is validly existing under owns beneficially and of record the laws Deposited Shares set forth opposite such Shareholder’s name in Schedule "A" of its jurisdiction of formation this Agreement, and has good and marketable title to such Deposited Shares, such Deposited Shares are not subject to any Encumbrance, and no Person has any rights to become a holder of or to possess any of the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder;Deposited Shares; FORM - DO NOT COPY (b) in the case that if the Shareholder is not an individual, a natural person: (i) he or she has the execution capacity to enter into and delivery of give full effect to this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors Agreement; (ii) he or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement she has been duly executed and delivered by the Shareholder andthis Agreement, assuming the due authorization, execution and delivery by the Offeror, this Agreement constitutes a legal, valid and binding obligation, enforceable by the Offeror obligation against the Shareholder him or her in accordance with its terms, subject, however, subject only to limitations imposed by law in connection with bankruptcy, insolvency or insolvency, liquidation, reorganization, moratorium and other similar proceedings laws generally affecting the enforcement of creditors’ rights, and to the extent fact that the award of equitable remedies remedies, such as specific performance and injunction is within the discretion of the court from which they injunction, are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"discretionary remedies; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder him or her of this Agreement, and the completion or performance of the transactions contemplated hereby his or the compliance by the Shareholder with the Shareholder's her obligations hereunder under this Agreement, do not and will not breach or result in a breach of default under any contract or covenant by which he or she is bound; and (ic) any agreement or instrument to which if the Shareholder is a party corporation or by which a trust: (i) it is a corporation duly incorporated or a trust duly constituted (as applicable) and existing under the Shareholder or any laws of the Shareholder's property jurisdiction of its incorporation, amalgamation, continuance or assets are boundformation and has all necessary power and capacity, corporate or otherwise, to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by such Shareholder, and this Agreement constitutes a legal, valid and binding obligation against it in accordance with its terms, subject only to bankruptcy, insolvency, liquidation, reorganization, moratorium and other similar laws generally affecting the enforcement of creditors’ rights, and to the knowledge of the Shareholderfact that equitable remedies, such as specific performance and injunction, are discretionary remedies; (iii) no authorization, consent, permit or approval of, exemption or other action by, filing with, or notice to, any judgmentgovernmental authority or other Person is required in connection with the execution and delivery by it of this Agreement or the performance of its obligations under this Agreement; and (iv) the execution and delivery by it of this Agreement, decreeand the performance of its obligations under this Agreement, order do not and will not breach or award result in a default under: (A) any of its constating documents; (B) any Regulatory Authoritylaw, statute or regulation to which it is subject; or (iiiC) to the knowledge of the Shareholder, any law, statute, ordinance, regulation contract or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase covenant by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyit is bound.

Representations and Warranties of the Shareholder. 5.1 The Each Shareholder severally represents and warrants in favour of all other parties to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerthat: (a) in at the case that date hereof and all material times following the Shareholder is not an individualissuance of the Deposited Shares to the Shareholders, the Shareholder is validly existing under owns beneficially and of record the laws Deposited Shares set forth opposite such Shareholder’s name in Schedule "A" of its jurisdiction of formation this Agreement, and has good and marketable title to such Deposited Shares, such Deposited Shares are not subject to any Encumbrance, and no Person has any rights to become a holder of or to possess any of the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunderDeposited Shares; (b) in the case that if the Shareholder is not an individual, a natural person: (i) he or she has the execution capacity to enter into and delivery of give full effect to this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors Agreement; (ii) he or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement she has been duly executed and delivered by the Shareholder andthis Agreement, assuming the due authorization, execution and delivery by the Offeror, this Agreement constitutes a legal, valid and binding obligation, enforceable by the Offeror obligation against the Shareholder him or her in accordance with its terms, subject, however, subject only to limitations imposed by law in connection with bankruptcy, insolvency or insolvency, liquidation, reorganization, moratorium and other similar proceedings laws generally affecting the enforcement of creditors’ rights, and to the extent fact that the award of equitable remedies remedies, such as specific performance and injunction is within the discretion of the court from which they injunction, are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"discretionary remedies; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder him or her of this Agreement, and the completion or performance of the transactions contemplated hereby his or the compliance by the Shareholder with the Shareholder's her obligations hereunder under this Agreement, do not and will not breach or result in a breach of default under any contract or covenant by which he or she is bound; and‌‌‌‌‌‌‌ (ic) any agreement or instrument to which if the Shareholder is a party corporation or by which a trust: (i) it is a corporation duly incorporated or a trust duly constituted (as applicable) and existing under the Shareholder or any laws of the Shareholder's property jurisdiction of its incorporation, amalgamation, continuance or assets are boundformation and has all necessary power and capacity, corporate or otherwise, to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by such Shareholder, and this Agreement constitutes a legal, valid and binding obligation against it in accordance with its terms, subject only to bankruptcy, insolvency, liquidation, reorganization, moratorium and other similar laws generally affecting the enforcement of creditors’ rights, and to the knowledge of the Shareholderfact that equitable remedies, such as specific performance and injunction, are discretionary remedies; (iii) no authorization, consent, permit or approval of, exemption or other action by, filing with, or notice to, any judgmentgovernmental authority or other Person is required in connection with the execution and delivery by it of this Agreement or the performance of its obligations under this Agreement; and (iv) the execution and delivery by it of this Agreement, decreeand the performance of its obligations under this Agreement, order do not and will not breach or award result in a default under: (A) any of its constating documents; (B) any Regulatory Authoritylaw, statute or regulation to which it is subject; or (iiiC) to the knowledge of the Shareholder, any law, statute, ordinance, regulation contract or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase covenant by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyit is bound.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror Parent and Merger Sub as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerdate hereof as follows: (a) in the case that the Shareholder is not an individualthe beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of all Liens that would materially and adversely affect the ability of Shareholder is validly existing to perform its obligations under this Agreement other than as created by this Agreement and pursuant to applicable securities Laws. As of the laws date hereof, other than the Owned Shares (and any equity awards relating thereto, including any Class B Units), Shareholder does not own beneficially or of its jurisdiction record any shares of formation and capital stock (including common shares of beneficial interest) or voting securities of the Company. (b) Shareholder has the all requisite entity power and authority authority, to conduct its business as it is now being conducted execute and to enter into deliver this Agreement and to perform its Shareholder’s obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this . This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the OfferorParent and Merger Sub, constitutes a legal, valid and binding obligationobligation of Shareholder, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed except as enforcement may be limited by law in connection with applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar proceedings laws affecting creditors’ rights generally and to by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Except for the extent that the award of equitable remedies such as specific performance and injunction is within the discretion applicable requirements of the court from which they are sought; Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell execution, delivery and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder performance of this Agreement, Agreement by Shareholder or the completion or performance consummation by Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by Shareholder nor the consummation by Shareholder of the transactions contemplated hereby nor compliance by the Shareholder with any of the Shareholder's obligations hereunder will provisions hereof shall (A) result in any breach or violation of, or constitute a breach default (or an event which, with notice or lapse of (itime or both, would become a default) under, or give to others any agreement rights of termination, amendment, acceleration or instrument cancellation of, or result in the creation of a Lien on such property or asset of Shareholder pursuant to, any Contract to which the Shareholder is a party or by which the Shareholder or any property or asset of Shareholder is bound or affected or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Shareholder or any of Shareholder’s properties or assets, in each case other than as would not restrict, prohibit or impair the exercise by Parent or Merger Sub of its rights under this Agreement or have an adverse effect on Shareholder's property or assets are bound; ’s ability to perform its obligations hereunder. (iid) to the knowledge As of the date of this Agreement, there is no litigation pending against Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against Shareholder that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent or Merger Sub of its rights under this Agreement or the performance by Shareholder or its affiliates of Shareholder’s obligations under this Agreement. (e) Shareholder understands and acknowledges that would adversely affect Parent and Merger Sub are entering into the Merger Agreement in any manner the ability reliance upon Shareholder’s execution and delivery of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelycontained herein.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement Acquiror and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferCompany as to itself as follows: (a) in the case that the The Shareholder is not an individualthe record owner (and shareholder of the Company) or a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than Liens (i) as created by this Agreement, (ii) to which the Covered Shares and Shareholder are subject pursuant to the articles of association the Company, and (iii) to which the Covered Shares and Shareholder are subject pursuant to the Shareholders’ Agreement. As of the date hereof, other than the Owned Shares, the Shareholder does not own beneficially or of record any shares of the Company (or any securities convertible into shares of the Company) or any interest therein. (b) The Shareholder (i) except as provided in this Agreement and the Shareholders’ Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Shareholder’s Covered Shares, (ii) except for the Shareholders’ Agreement, has not entered into any voting agreement or voting trust with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would reasonably be expected to interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) The Shareholder (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws Laws of the jurisdiction of its jurisdiction of formation organization, and (ii) has the all requisite corporate or other power and authority to conduct and has taken all corporate or other action necessary in order to, execute, deliver and perform its business as it is now being conducted and to enter into obligations under this Agreement and to perform its obligations hereunder; (b) in consummate the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, agreement of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, howeveras to enforceability, to limitations imposed by law general principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act or any publication and filings to be made in connection with bankruptcythe Joint Merger Proposal, insolvency no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or similar proceedings and authorizations are required to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, be obtained by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or optionfrom, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition to be given by the Shareholder of any additional Company Shares to, or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely made by the Shareholder with, any Governmental Authority in connection with good the execution, delivery and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery performance by the Shareholder of this Agreement, or the completion or consummation of the transactions contemplated hereby. (e) The execution, delivery and performance of this Agreement by the Shareholder do not, and the consummation of the transactions contemplated hereby will not, constitute or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any a breach or violation of, or a default under, the limited liability company agreement or instrument similar governing or organizational documents of the Shareholder, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Shareholder pursuant to any Contract binding upon the Shareholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; subject or (iii) to any change in the knowledge rights or obligations of any party under any Contract legally binding upon the Shareholder, any lawexcept, statute, ordinance, regulation or rule relevant in the context case of clause (ii) or (iii) directly above, (x) for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby and (y) for the Shareholder’s obligations pursuant to the Shareholders’ Agreement. (f) As of the Offer or date of this Agreement; and (h) , there are is no legal proceedings in progress action, proceeding or investigation pending before any Regulatory Authority against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership of the Shareholder’s Owned Shares, the validity of this Agreement or the performance by the Shareholder of its affiliates obligations under this Agreement. (g) The Shareholder understands and acknowledges that would adversely affect Acquiror is entering into the Merger Agreement and the Joint Merger Proposal in any manner reliance upon the ability Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the Shareholder contained herein. (h) Except as disclosed on Schedule 3.16 of the Disclosure Schedules pursuant to enter the Merger Agreement, the Shareholder has not entered into any arrangement with any investment banker, broker, finder or other intermediary regarding any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Acquiror or the Company is or will be liable in connection with the transactions contemplated hereby. (i) The Shareholder has the authority to cause each registered shareholder of the Company that is the record owner of the Covered Shares set forth on Exhibit A hereto to comply with all of the obligations under this Agreement. (j) Each registered shareholder of the Company that is the record owner of the Company’s shares with respect to which the Shareholder is a Beneficial Owner is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect. The Parties hereto acknowledge that all representations, warranties, covenants and other agreements made by any Shareholder that is a separately managed account of an investment manager identified on the signature block for such Shareholder (the “Manager”) are being made only with respect to the assets managed by such Manager on behalf of such Shareholder, and shall not apply to (or be deemed to be made in relation to) any assets or interests that may be beneficially owned by such Shareholder that are not held through accounts managed by such Manager. Notwithstanding anything to the contrary in the foregoing sentence, the Parties hereto acknowledge and agree that all representations, warranties, covenants and other agreements made by any Shareholder in this Agreement are made with no exception with respect to, and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue apply in full force and effect for the benefit to, all Covered Shares of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelysuch Shareholder.

Representations and Warranties of the Shareholder. 5.1 The Each Shareholder severally represents and warrants in favour of all other parties to this Agreement that: FORM - DO NOT COPY (a) at all material times following the issuance of the Deposited Shares to the Offeror as follows Shareholders, the Shareholder owns beneficially and acknowledges that of record the Offeror is relying upon these representations and warranties Deposited Shares set forth opposite such Shareholder’s name in connection with the entering into Schedule A of this Agreement and the Acquisition Agreement has good and the purchase by the Offeror marketable title to such Deposited Shares, such Deposited Shares are not subject to any Encumbrance. and no Person has any rights to become a holder of or to possess any of the Deposited Shares under the Offer: (a) in the case that the Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunderShares; (b) in the case that if the Shareholder is not an individual, a natural person: (i) he or she has the execution capacity to enter into and delivery of give full effect to this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors Agreement; (ii) he or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement she has been duly executed and delivered by the Shareholder andthis Agreement, assuming the due authorization, execution and delivery by the Offeror, this Agreement constitutes a legal, valid and binding obligation, enforceable by the Offeror obligation against the Shareholder him or her in accordance with its terms, subject, however, subject only to limitations imposed by law in connection with bankruptcy, insolvency or insolvency, liquidation, reorganization, moratorium and other similar proceedings laws generally affecting the enforcement of creditors’ rights, and to the extent fact that the award of equitable remedies remedies, such as specific performance and injunction is within the discretion of the court from which they injunction, are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"discretionary remedies; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder him or her of this Agreement, and the completion or performance of the transactions contemplated hereby his or the compliance by the Shareholder with the Shareholder's her obligations hereunder under this Agreement, do not and will not breach or result in a breach of default under any contract or covenant by which he or she is bound; and (ic) any agreement or instrument to which if the Shareholder is a party corporation or by which a trust: (i) it is a corporation duly incorporated or a trust duly constituted (as applicable) and existing under the Shareholder or any laws of the Shareholder's property jurisdiction of its incorporation, amalgamation, continuance or assets are boundformation and has all necessary power and capacity, corporate or otherwise, to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by such Shareholder, and this Agreement constitutes a legal, valid and binding obligation against it in accordance with its terms, subject only to bankruptcy, insolvency, liquidation, reorganization, moratorium and other similar laws generally affecting the enforcement of creditors’ rights, and to the knowledge of the Shareholderfact that equitable remedies, such as specific performance and injunction, are discretionary remedies; (iii) no authorization, consent, permit or approval of, exemption or other action by, filing with, or notice to, any judgmentgovernmental authority is required in connection with the execution and delivery by it of this Agreement or the performance of its obligations under this Agreement; and (iv) the execution and delivery by it of this Agreement, decreeand the performance of its obligations under this Agreement, order do not and will not breach or award result in a default under: (A) any of its constating documents; (B) any Regulatory Authoritylaw, statute or regulation to which it is subject; or (iiiC) to the knowledge of the Shareholder, any law, statute, ordinance, regulation contract or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase covenant by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyit is bound.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror Purchasers as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerfollows: (a) in the case that the 2.1. The Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite full legal capacity, power and authority to conduct its business as it is now being conducted execute and to enter into deliver this Agreement Undertaking and to perform its obligations hereunder; (b) in the case that transactions contemplated hereby. This Undertaking constitutes the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, Shareholder's valid and legally binding obligation, obligation enforceable by the Offeror against the Shareholder it in accordance with its terms, subject, however, except as such enforceability may be limited by principles of public policy and subject to limitations imposed by law in connection with the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or similar proceedings other equitable remedies. 2.2. The Shareholder has the requisite corporate power and authority to execute and deliver this Undertaking and to perform and consummate the extent that transactions contemplated hereby. The execution, delivery and performance of this Undertaking have been duly authorized by all necessary corporate action on the award of equitable remedies such as specific performance and injunction is within the discretion part of the court from which they are sought; (i) Shareholder and no other corporate proceedings on the part of the Shareholder is are necessary to authorize this Undertaking. 2.3. Subject to the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite information set forth in the Shareholder's name on Schedule Schedules 13/D filed previously with the United States Securities and Exchange Commission ("A" SEC"), the Shareholder has good and valid title to, and is the sole legal lawful owner, beneficially and beneficial owner of record, of all of the number of Options listed opposite Shareholder Shares, which constitute the Shareholder's name on Schedule "B"; (ii) the only Company entire issued and outstanding Ordinary Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, held by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgagesEncumbrances (as defined in the Merger Agreement) relating to ownership and voting. Subject to the information set forth in the Shareholder's Schedules 13/D filed previously with the United States Securities and Exchange Commission ("SEC"), liensthe Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Undertaking, chargessole power of disposition and sole power to agree to all of the matters set forth in this Undertaking. The Shareholder has not sold, restrictionspledged or otherwise transferred any interests in the Shareholder Shares to any person. 2.4. The Shareholder Shares constitute all of the shares or other securities of the Company over which any voting or dispositive power is held by the Shareholder and Shareholder does not own, security interestsbeneficially or otherwise, adverse claimsdirectly or indirectly, pledgesany other share capital of, encumbrances and demands or other securities, equity or ownership interest in the Company (including, without limitation, (i) any outstanding options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other securities of others of the Company, or (ii) outstanding stock appreciation rights, phantom stock or similar rights). The Shareholder Shares are not subject to any nature shareholders agreement, voting agreements, proxies, trusts or kind whatsoever; (f) no individual, firm or entity has any other agreement or optionunderstandings relating to the voting or disposition thereof, or any right or privilege (whether by law, pre-emptive or contractual) capable which would prevent Shareholder from performing its obligations hereunder. Any proxies heretofore given in respect of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of Shares are not irrevocable, and any of such proxies are or shall be revoked by the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement;Closing. (g) none of the 2.5. The execution and delivery by the Shareholder of this AgreementUndertaking do not, and the completion or performance consummation of the transactions contemplated hereby will not, require Shareholder to obtain or deliver any notice, consent, waiver, approval, order or authorization or permit of, or registration, declaration or filing with, or notification to, any court, administrative agency, commission, governmental or regulatory authority or any other person, that has not been, or will not be, obtained or delivered by the compliance Closing. 2.6. The execution and delivery by the Shareholder with of this Undertaking do not, and the Shareholder's obligations hereunder consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both) or give rise to a breach right of (i) termination, cancellation, modification or acceleration of any agreement obligation or instrument loss of any benefit, under the Articles of Association of the Company, any agreement, law, rule, regulation, order, judgment or decree applicable to which the Shareholder is a party or that apply to the Shareholder Shares or by which the Shareholder or any of the Shareholder's property or assets Shares are bound; (ii) to the knowledge of the Shareholder. 2.7. There is no suit, any judgmentaction, proceeding, claim or investigation, decree, order order, judgment or award legal proceeding of any Regulatory Authority; or (iii) to the knowledge of the Shareholdernature, any lawpending, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder's knowledge, threatened against it or the Shareholder Shares, that seeks to prevent Shareholder from executing, delivering or its affiliates performing this Undertaking and the transactions contemplated hereby, or that would adversely affect in any manner the ability of apply to the Shareholder to enter into this Agreement and to perform its obligations hereunder Shares or the title of by which the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyare bound.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror Parent and Acquisition Sub as follows follows, and acknowledges that the Offeror is Parent and Acquisition Sub are relying upon these such representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferAgreement: (a) in the case that where the Shareholder is not an individual, the Shareholder is validly existing and organized under the laws Legal Requirements of its jurisdiction of formation Delaware and has the requisite power and authority to own the assets it currently owns and to conduct its business as it is now being conducted conducted; (b) the Shareholder has the requisite entity power and authority to enter into this Agreement and to perform and carry out its obligations hereunder; (b) in the case that . Where the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder Shareholder, the performance of the Shareholder’s obligations under this Agreement and the performance completion by it the Shareholder of its obligations hereunder the transactions contemplated hereby have been duly authorized by its board the general partner of directors (or equivalent body) the Shareholder, and no other proceedings on its part to be completed or consent to be obtained by the Shareholder are or will be necessary to authorize for the corporate authorization of this Agreement and the performance of its obligations hereundertransactions contemplated hereby; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the OfferorParent and Acquisition Sub, constitutes a legal, valid and binding obligation, obligation of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed except as may be limited by law in connection with bankruptcy, insolvency or similar proceedings and other Legal Requirements affecting the enforcement of creditors’ rights generally and subject to the extent qualification that the award of equitable remedies such as specific performance and injunction is within may only be granted in the discretion of a court of competent jurisdiction; (d) the court from which they are sought;execution and delivery of this Agreement and the completion by the Shareholder of the transactions contemplated hereby: (i) will not, where the Shareholder is not an individual, conflict with the sole registered and/or direct articles, by-laws, partnership agreement, declaration of trust or indirect beneficial owner other constating documents of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; ; (ii) will not conflict with, result in the only Company Shares breach of or constitute a default under any agreement, indenture, contract, lease, deed of trust, licence, option, instrument or other securities of the Company directly commitment, whether written or indirectly beneficially ownedoral, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder is or may be bound; and (iii) do not and will not constitute a breach of or violation of or default (or an event which with notice or lapse of time or both would become a default) under any Legal Requirement binding upon the Shareholder which could reasonably be expected to adversely affect the Shareholder's ability to perform its obligations under this Agreement; (e) the only securities of the Company owned directly or indirectly by or controlled by or under the direction of the Shareholder are the securities set forth on Schedule A attached to this Agreement and, in the case of Subject Shares beneficially owned, the Shareholder is the sole beneficial owner of such securities, except that the Shareholder shares "beneficial ownership" (as that term is defined in Rule 13d-3 under the Exchange Act) of the Subject Shares with VantagePoint Venture Associates IV, L.L.C., Jxxxx X. Xxxxxx and Axxx X. Xxxxxxx. The number and class of such securities that are held through an intermediary are set forth on Schedule A attached to this Agreement. The Shareholder has the exclusive right to deal with and exercise all voting rights attributable to the Subject Shares as provided in this Agreement. The Shareholder does not own, directly or indirectly, any securities of any of the Shareholder's property Company’s Subsidiaries; (f) the Shareholder is not a party with any Person to any agreement, warrant or assets are bound; option or any right capable of becoming an agreement, warrant or option for the purchase by such Person of any of the Subject Shares or any right or interest therein (iilegal or equitable); (g) none of the Subject Shares is subject to any proxy, voting trust, vote pooling or other agreement with respect to the knowledge right to vote, call meetings of the Shareholder, any judgment, decree, order Securityholders or award give consents or approvals of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; andkind; (h) there are no legal claims, actions, suits or proceedings in progress existing or pending before any Regulatory Authority orpending, or (to the knowledge of the Shareholder, ) threatened against or affecting the Shareholder Shareholder, and there are no investigations (to the knowledge of the Shareholder) existing, pending or its affiliates that would threatened against or affecting the Shareholder, whether at law or in equity, before or by, and there are no judgments, decrees, rules or orders of any Governmental Authority which adversely affect in any manner affect, or could reasonably be expected to adversely affect, the ability of the Shareholder to enter into consummate the transactions contemplated hereby; (i) the Shareholder (i) has not made any payment or loan to, or borrowed any monies from or is otherwise indebted to, the Company or any of its Subsidiaries; or (ii) is not a party to any agreement or understanding with the Company or any of its Subsidiaries or any officer, director or employee of the Company or any of its Subsidiaries (other than the Persons elected by the Shareholder to serve as directors of the Company); (j) except for filings that the Shareholder is required to make pursuant to the Securities Act and the Exchange Act, no sanction, ruling, consent, order, exemption, permit, declaration, filing, waiver or other approval of any Governmental Authority or other Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement Agreement, the performance by the Shareholder of its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby which, if not obtained by the Shareholder, could reasonably be expected to adversely affect the Shareholder's ability to perform its obligations hereunder or under this Agreement; and (k) neither the title Shareholder nor any Affiliate of the Shareholder to (other than any portfolio company) own, directly or indirectly, an Investment in Parent, Acquisition Sub or any of their Affiliates listed in Exhibit 21.1 of Parent’s most recent Form 10-K as filed with the Deposited Shares. The representations Securities and warranties Exchange Commission, as such list may be amended or supplemented from time to time by Parent and a copy of which shall be delivered to the Shareholder set forth in this Article 5 shall survive the completion of the purchase as soon as practicable thereafter, provided that no representation or warranty is made by the Offeror Shareholder in respect of any Investment made by a third party investment or money manager (including a mutual fund or other investment vehicle) acting on discretionary authority granted to such third party investment or money manager by the Deposited Shares under the Offer and, despite Shareholder or any such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyAffiliate.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror as follows Neuronetics (and acknowledges that the Offeror Neuronetics is relying upon on these representations and warranties in connection with completing the entering into of this Agreement transactions contemplated hereby and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferArrangement Agreement) that: (a) in the case that Shareholder, if the Shareholder is not an individuala natural person, the Shareholder is a corporation or other entity validly existing under the laws of its the jurisdiction of formation and its incorporation, organization or formation, as applicable; (b) the Shareholder, if the Shareholder is not a natural person, has the requisite power and authority to conduct its business as it is now being conducted and to enter into and perform its obligations under this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, agreement of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, terms subject only to limitations imposed by law in connection with any limitation under bankruptcy, insolvency or other similar proceedings Laws affecting the enforcement of creditors’ rights generally and to the extent discretion that a court may exercise in the award granting of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are soughtinjunction; (id) the Shareholder is beneficially owns, and exercises control or direction over, all of the Subject Securities set forth opposite its name in Schedule A hereto. Other than the Subject Securities, neither the Shareholder nor any of its affiliates beneficially own, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of Greenbrook or any of its affiliates; (e) as at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, the sole registered and/or direct or indirect beneficial owner of the number Subject Securities, with good and marketable title thereto, free and clear of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Companyall Liens; (ef) the Shareholder has the sole right to sell and vote all or direct the Deposited Shares sale and all voting of the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoeverSubject Securities; (fg) no individual, firm or entity Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares Subject Securities or any interest therein or right thereto, except the Offeror Neuronetics pursuant to this Agreement and the Arrangement Agreement; (gh) no consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations under this Agreement, other than those that: (i) have been obtained; (ii) are contemplated by the Arrangement Agreement; or (iii) consents, approvals, orders, authorizations, declarations or filings, the failure of which to make or obtain would not be reasonably expected to, individually or in the aggregate, prevent or materially impede the ability of the Shareholder to perform its obligations as contemplated hereby; (i) none of the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of Greenbrook’s securityholders or give consents or approvals of any kind, except this Agreement and as contemplated by the Arrangement Agreement; (j) none of the execution and delivery by the Shareholder of this Agreement, Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a breach default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any agreement or instrument constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are is bound; (iiiii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory AuthorityGovernmental Entity to which the Shareholder is subject or bound; or (iiiiv) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant Law in the context of the Offer or this Agreementany material respect; and (hk) there are no legal proceedings in progress or pending before any Regulatory Authority Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyhereunder.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror Parent and Acquisition Sub as follows follows, and acknowledges that the Offeror is Parent and Acquisition Sub are relying upon these such representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferAgreement: (a) in the case that where the Shareholder is not an individual, the Shareholder is validly existing and organized under the laws Legal Requirements of its jurisdiction of formation Delaware and has the requisite power and authority to own the assets it currently owns and to conduct its business as it is now being conducted conducted; (b) the Shareholder has the requisite entity power and authority to enter into this Agreement and to perform and carry out its obligations hereunder; (b) in the case that . Where the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder Shareholder, the performance of the Shareholder’s obligations under this Agreement and the performance completion by it the Shareholder of its obligations hereunder the transactions contemplated hereby have been duly authorized by its board the general partner of directors (or equivalent body) the Shareholder, and no other proceedings on its part to be completed or consent to be obtained by the Shareholder are or will be necessary to authorize for the corporate authorization of this Agreement and the performance of its obligations hereundertransactions contemplated hereby; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the OfferorParent and Acquisition Sub, constitutes a legal, valid and binding obligation, obligation of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed except as may be limited by law in connection with bankruptcy, insolvency or similar proceedings and other Legal Requirements affecting the enforcement of creditors’ rights generally and subject to the extent qualification that the award of equitable remedies such as specific performance and injunction is within may only be granted in the discretion of a court of competent jurisdiction; (d) the court from which they are sought;execution and delivery of this Agreement and the completion by the Shareholder of the transactions contemplated hereby: (i) will not, where the Shareholder is not an individual, conflict with the sole registered and/or direct articles, by-laws, partnership agreement, declaration of trust or indirect beneficial owner other constating documents of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; ; (ii) will not conflict with, result in the only Company Shares breach of or constitute a default under any agreement, indenture, contract, lease, deed of trust, licence, option, instrument or other securities of the Company directly commitment, whether written or indirectly beneficially ownedoral, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder is or may be bound; and (iii) do not and will not constitute a breach of or violation of or default (or an event which with notice or lapse of time or both would become a default) under any Legal Requirement binding upon the Shareholder which could reasonably be expected to adversely affect the Shareholder’s ability to perform its obligations under this Agreement; (e) the only securities of the Company owned directly or indirectly by or controlled by or under the direction of the Shareholder are the securities set forth on Schedule A attached to this Agreement and, in the case of Subject Shares beneficially owned, the Shareholder is the sole beneficial owner of such securities, except that the Shareholder shares “beneficial ownership” (as that term is defined in Rule 13d-3 under the Exchange Act) of the Subject Shares with VantagePoint Venture Associates IV, L.L.C., Jxxxx X. Xxxxxx and Axxx X. Xxxxxxx. The number and class of such securities that are held through an intermediary are set forth on Schedule A attached to this Agreement. The Shareholder has the exclusive right to deal with and exercise all voting rights attributable to the Subject Shares as provided in this Agreement. The Shareholder does not own, directly or indirectly, any securities of any of the Shareholder's property Company’s Subsidiaries; (f) the Shareholder is not a party with any Person to any agreement, warrant or assets are bound; option or any right capable of becoming an agreement, warrant or option for the purchase by such Person of any of the Subject Shares or any right or interest therein (iilegal or equitable); (g) none of the Subject Shares is subject to any proxy, voting trust, vote pooling or other agreement with respect to the knowledge right to vote, call meetings of the Shareholder, any judgment, decree, order Securityholders or award give consents or approvals of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; andkind; (h) there are no legal claims, actions, suits or proceedings in progress existing or pending before any Regulatory Authority orpending, or (to the knowledge of the Shareholder, ) threatened against or affecting the Shareholder Shareholder, and there are no investigations (to the knowledge of the Shareholder) existing, pending or its affiliates that would threatened against or affecting the Shareholder, whether at law or in equity, before or by, and there are no judgments, decrees, rules or orders of any Governmental Authority which adversely affect in any manner affect, or could reasonably be expected to adversely affect, the ability of the Shareholder to enter into consummate the transactions contemplated hereby; (i) the Shareholder (i) has not made any payment or loan to, or borrowed any monies from or is otherwise indebted to, the Company or any of its Subsidiaries; or (ii) is not a party to any agreement or understanding with the Company or any of its Subsidiaries or any officer, director or employee of the Company or any of its Subsidiaries (other than the Persons elected by the Shareholder to serve as directors of the Company); (j) except for filings that the Shareholder is required to make pursuant to the Securities Act and the Exchange Act, no sanction, ruling, consent, order, exemption, permit, declaration, filing, waiver or other approval of any Governmental Authority or other Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement Agreement, the performance by the Shareholder of its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby which, if not obtained by the Shareholder, could reasonably be expected to adversely affect the Shareholder’s ability to perform its obligations hereunder or under this Agreement; and (k) neither the title Shareholder nor any Affiliate of the Shareholder to (other than any portfolio company) own, directly or indirectly, an Investment in Parent, Acquisition Sub or any of their Affiliates listed in Exhibit 21.1 of Parent’s most recent Form 10-K as filed with the Deposited Shares. The representations Securities and warranties Exchange Commission, as such list may be amended or supplemented from time to time by Parent and a copy of which shall be delivered to the Shareholder set forth in this Article 5 shall survive the completion of the purchase as soon as practicable thereafter, provided that no representation or warranty is made by the Offeror Shareholder in respect of any Investment made by a third party investment or money manager (including a mutual fund or other investment vehicle) acting on discretionary authority granted to such third party investment or money manager by the Deposited Shares under the Offer and, despite Shareholder or any such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyAffiliate.

Representations and Warranties of the Shareholder. 5.1 (1) The Shareholder hereby represents and warrants to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerthat: (a) in the case that if the Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individuala corporation, the execution and delivery of this Agreement and the consummation by the Shareholder and of the performance by it of its obligations hereunder transactions contemplated hereby have been duly and validly authorized by its board all necessary corporate action on the part of directors the Shareholder; (or equivalent bodyb) and no other proceedings on its the part of the Shareholder are necessary to authorize this Agreement and or to consummate the performance of its obligations hereundertransactions contemplated hereby; (c) the Shareholder has all necessary power and authority to execute and deliver this Agreement and to perform the Shareholder's obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by each of the Offerorother parties hereto, constitutes a the legal, valid and binding obligationobligation of the Shareholder, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, subject to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and other applicable laws affecting creditors' rights generally, to the limitation on Canadian courts awarding judgments in foreign currencies, and to the extent that the award general principles of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are soughtequity; (id) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Companyintentionally deleted; (e) this Agreement does not violate any decree, judgement, order or agreement to which the Shareholder is a party or by which the Shareholder is bound, and the Shareholder has not previously granted or agreed to grant any proxy or other right to vote the Securities (or Options, if applicable) or entered into any other voting trust, pooling agreement or other agreement affecting its right to vote the Securities (or Options, if applicable) as contemplated by this Agreement; (f) the Shareholder has the sole exclusive right to sell vote and vote dispose of the Securities (and Options, if applicable) as provided in this Agreement; (g) the Securities (and the Options, if applicable) represent all of the Deposited Shares shares of the Company, or options or rights thereto (including any securities or obligations of any kind convertible into or exchangeable for any shares of the Company), directly or indirectly owned or controlled by the Shareholder, and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially they are owned solely by the Shareholder beneficially and of record with good and marketable title theretotitle, free and clear of any and all mortgages, liens, charges, restrictions, security interests, encumbrances and adverse claims; (h) the Securities to be acquired by the Purchaser from the Shareholder pursuant to the Arrangement will be acquired with good and marketable title, pledgesfree and clear of any and all mortgages, liens, charges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreementadverse claims; and (hi) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge Shareholder is not a non-resident of Canada for purposes of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause Income Tax Act (e) above, which shall survive indefinitelyCanada).

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror as follows Purchaser (and acknowledges that the Offeror Purchaser is relying upon on these representations and warranties in connection with the entering into of this Agreement and the Acquisition Arrangement Agreement and the purchase by the Offeror of the Deposited Shares under the OfferProposed Transaction) that: (a) in the case that if the Shareholder is not an individual, the Shareholder is validly existing under of the laws age of its jurisdiction of formation majority and has the requisite power and authority to conduct its business as it is now being conducted and necessary capacity to enter into this Agreement and to perform its obligations hereunder;complete the transactions contemplated hereby; and (b) in the case that the Shareholder is not an individualhas all necessary power and authority to execute and deliver this Agreement and, assuming the due execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize Purchaser, this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes is a legal, valid and binding obligationagreement, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed terms (except as enforcement may be limited by law in connection with bankruptcy, insolvency or similar proceedings and to other laws affecting the extent rights of creditors generally and except that the award of equitable remedies such as specific performance and injunction is within may be granted only in the discretion of a court of competent jurisdiction), and neither the court from execution of this Agreement by the Shareholder nor the completion by the Shareholder of the transactions contemplated hereby will constitute a violation of or default under, or conflict with, any constating documents of the Shareholder, if applicable, or any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which they are sought;the Shareholder is a party or by which the Shareholder is bound. (c) As of the date hereof: (i) the Shareholder is exercises control or direction over all of the Shareholder's Securities set forth in Schedule A hereto and has sole dispositive power and the sole registered and/or direct power to agree to the matters set forth in this Agreement with respect to the Shareholder's Securities; (ii) the Shareholder is and, subject to Section 3.1(a), immediately prior to the time at which the Shareholder's Securities are acquired by the Purchaser or indirect otherwise cancelled in connection with the Arrangement, the Shareholder will be, the sole beneficial owner of the number Shareholder's Securities with good and marketable title thereto, free and clear of Company Shares listed opposite all Liens; (iii) other than the Shareholder's name on Schedule "A" and is Securities, neither the sole legal and beneficial owner Shareholder nor any of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company affiliates, beneficially own, or exercise control or direction over, any additional Common Shares or other securities, or any securities convertible or exchangeable into any additional Common Shares or other securities, of the Company directly Corporation or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite any of its affiliates; (iv) none of the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) Securities are subject to any agreement, arrangement or restriction with respect to the voting thereof, except as listed on Schedule "B"contemplated by this Agreement; and (v) other than the Shareholder's Securities, the Shareholder has no agreement or option, option or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by or transfer to the Shareholder of any additional Company Shares or other securities of the Company;Corporation. (d) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of the beneficial owners of the Shareholder's Securities that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder's ability to execute and deliver this Agreement and to perform the Shareholder's obligations contemplated by this Agreement. (e) None of the Shareholder has Shareholder's Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the sole right to sell and vote all the Deposited Shares and all the Deposited Shares willvote, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear call meetings of holders of Securities or give consents or approvals of any and all mortgageskind, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever;except this Agreement. (f) no individual, firm or entity No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares Shareholder's Securities or any interest therein or right thereto, except the Offeror Purchaser pursuant to this Agreement;. (g) none of No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or under this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitely.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to and covenants with the Offeror DIIG/MSB Parties as follows follows, and acknowledges that the Offeror is DIIG/MSB Parties are relying upon these representations such representations, warranties and warranties covenants in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferAgreement: (a) in the case that the Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform and carry out its obligations hereunder; (b) in the case that . Where the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder Shareholder, the performance of the Shareholder’s obligations under this Agreement and the performance completion by it the Shareholder of its obligations hereunder the transactions contemplated hereby have been duly authorized by its the board of directors (or equivalent body) directors/trustees of the Shareholder, and no other proceedings on its part to be completed or consent to be obtained by the Shareholder are or will be necessary to authorize for the corporate authorization of this Agreement and the performance of its obligations hereundertransactions contemplated hereby; (cb) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the OfferorDIIG/MSB Parties, constitutes a legal, valid and binding obligation, obligation of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed except as may be limited by law in connection with bankruptcy, insolvency or similar proceedings and other Laws affecting the enforcement of creditors’ rights generally and subject to the extent qualification that the award of equitable remedies such as specific performance and injunction is within may only be granted in the discretion of a court of competent jurisdiction; (c) the court from which they are sought;execution and delivery of this Agreement and the completion by the Shareholder of the transactions contemplated hereby: (i) will not, where the Shareholder is not an individual, conflict with the sole registered and/or direct articles, by- laws, partnership agreement, declaration of trust or indirect beneficial owner other constating documents of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; Shareholder in any material respect; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially ownedwill not conflict in any material respect with, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a material breach of (i) or constitute a material default under any agreement agreement, indenture, contract, lease, deed of trust, licence, option, instrument or instrument other commitment, whether written or oral, to which the Shareholder is a party or by which the Shareholder is or any of the Shareholder's property or assets are may be bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (hiii) do not and will not constitute a material breach of or material violation of or material default (or an event which with notice or lapse of time or both would become a material default) under any Law binding upon the Shareholder; (d) the only securities of the Corporation owned directly or indirectly by or controlled by or under the direction of the Shareholder are the securities set forth on Schedule A attached to this Agreement and, in the case of Subject Shares beneficially owned, the Shareholder is the sole beneficial owner of such securities. The number and class of such securities that are held through an intermediary are set forth on Schedule A attached to this Agreement. The Shareholder has the exclusive right to deal with and exercise all voting rights attributable to the Subject Shares as provided in this Agreement; (e) no Person has any agreement, warrant or option or any right capable of becoming an agreement, warrant or option for the purchase of any of the Subject Shares or any right or interest therein (legal or equitable); (f) none of the Subject Shares is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of Securityholders or give consents or approvals of any kind; (g) there are no legal claims, investigations, actions, suits or proceedings in progress or pending before any Regulatory Authority existing, pending, inchoate, or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder Shareholder, whether at law or its affiliates that would adversely affect in equity or before or by, and there are no judgments, decrees, rules or orders of any manner Governmental Authority which affect, or could reasonably be expected to affect, the ability of the Shareholder to enter into consummate the transactions contemplated hereby; and (h) no sanction, ruling, consent, order, exemption, permit, declaration, filing, waiver or other approval of any Governmental Authority or other Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement and to perform Agreement, the performance by the Shareholder of its obligations hereunder or and the title consummation by the Shareholder of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereaftertransactions contemplated hereby, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyfiling of any reports required under applicable Canadian Securities Laws.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror CIBM as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerfollows: (a) in the case that the Shareholder is not an individualcompetent to execute and deliver this Voting Agreement, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Voting Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the OfferorCIBM and CFSI, constitutes a legal, valid and binding obligationobligation of Shareholder, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, except that (i) the enforceability hereof may be subject to limitations imposed by law in connection with applicable bankruptcy, insolvency or other similar proceedings laws, now or hereinafter in effect affecting creditors' rights generally and to (ii) the extent that availability of the award remedy of specific performance, injunctive or other forms of equitable remedies such as specific performance relief may be subject to equitable defenses and injunction is within would be subject to the discretion of the court from before which they are soughtany proceeding therefore may be brought; (ic) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this AgreementVoting Agreement by Shareholder does not, and the completion or performance of the transactions contemplated hereby or the compliance this Voting Agreement by the Shareholder with the Shareholder's obligations hereunder will shall not, result in a any breach of or constitute a default (ior an event that with notice or lapse of time or both would become a default) under, or give to others any agreement rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Shareholder is a party or by which Shareholder, the Shareholder Shares or any the CFSI Options are bound or affected, except, in the case of each of the Shareholder's property foregoing, for any such conflicts, violations, breaches, defaults or assets are bound; (ii) to other occurrences which would not prevent or delay the knowledge performance of the Shareholder, any judgment, decree, order or award Shareholder of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or its obligations under this Agreement; and (hd) there the Shares held by Shareholder are no legal proceedings in progress owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Shareholder's voting rights, charges and other encumbrances of any nature whatsoever that restrict or pending before impair the voting rights of Shareholder, and Shareholder has not appointed or granted any Regulatory Authority orproxy, which appointment or grant is still effective, with respect to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitely.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to SPAC and the Offeror Company as follows follows, and acknowledges that SPAC and the Offeror is Company are relying upon these such representations and warranties in connection with the entering into of matters contemplated by this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferAgreement: (a) in the case that the Shareholder is not an individualhas all necessary power, the Shareholder is validly existing under the laws of its jurisdiction of formation authority, right and has the requisite power capacity to execute and authority to conduct its business as it is now being conducted and to enter into deliver this Agreement Agreement, and to perform its obligations hereunderhereunder and complete the transactions contemplated hereby; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and legally binding obligation, enforceable by the Offeror against agreement of the Shareholder enforceable against it in accordance with its terms, subject, however, to limitations imposed except as enforcement may be limited by law in connection with bankruptcy, insolvency or similar proceedings and to other laws affecting the extent rights of creditors generally and except that the award of equitable remedies such as specific performance and injunction is within may be granted only in the discretion of the a court from which they are soughtof competent jurisdiction; (c) none of the execution, delivery or performance of this Agreement by the Shareholder, or completion of the transactions contemplated hereby, (i) violates or conflicts with any applicable Law, (ii) violates or constitutes a breach or default under, or conflicts with (or would with the giving of notice, the lapse of time or the happening of any other event or condition violate or constitute a breach or default under, of conflict with), any Governing Documents of the Shareholder (as applicable) or pursuant to any applicable Law, to which the Shareholder is bound, except in each case as would not impair the sole registered and/or direct ability of the Shareholder to perform its obligations hereunder, (iii) requires any consent, approval or indirect beneficial owner authorization of, declaration, filing or registration with, or notice to, any person or entity or (iv) results in the creation of any encumbrance on any of the Subject Securities; (d) as of the date hereof, the Shareholder beneficially owns, and exercises control and direction over, the number of Company Shares listed Subject Securities set forth opposite the Shareholder's its name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the CompanyA hereto; (e) as of the date hereof, except as set forth in the Company Shareholders Agreement (and subject to Section 3), the Shareholder has the sole and exclusive right to sell and vote all or direct the Deposited sale and voting of the Company Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoeverset forth on Schedule A hereto; (f) except as set forth in the Company Shareholders Agreement (and subject to Section 3), none of the Subject Securities are subject to any shareholders’ agreement, voting trust, pooling agreement or similar agreement, commitment, understanding or arrangement, or any right or privilege (by Law or contract) capable of becoming a shareholders’ agreement, voting trust, pooling agreement or similar agreement, commitment, understanding or arrangement, in each case, that are inconsistent with, or would interfere with, or prohibit or prevent it from satisfying its obligations pursuant to, this Agreement; (g) except as set forth in the Company Shareholders Agreement (and subject to Section 3), there is no individualproxy in existence with respect to any of the Subject Securities; (h) except as set forth in the Company Shareholders Agreement (and subject to Section 3), firm no Person has, or entity has to the knowledge of the Shareholder, will at any time during the term of this Agreement have, any agreement or option, or any right or privilege (whether by law, pre-emptive Law or contractualcontract) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares Subject Securities, or any interest therein or right theretothereto (including any right to vote), except the Offeror other than pursuant to this Agreement; (g) none of Agreement and the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Business Combination Agreement; and (hi) as of the date hereof, there are is no claim, action, lawsuit or other legal proceedings proceeding in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against it that adversely affects the Shareholder or its affiliates that would adversely affect in any manner the Shareholder’s ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder hereunder, or the its title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelySubject Securities.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror as follows Buyer (and acknowledges that the Offeror Buyer is relying upon these such representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerwarranties) that: (a) in Schedule B hereto sets forth: (i) the case that Shares held of record or beneficially owned, directly or indirectly, by the Shareholder is not an individualor over which the Shareholder exercises control or direction on the date hereof (the “Subject Shares”); (ii) the securities, which by their terms are exercisable for or convertible into or exchangeable for Shares, held of record or beneficially owned, directly or indirectly, by the Shareholder or over which the Shareholder exercises control or direction on the date hereof (the “Convertible Securities” and, together with the Subject Shares, the Shareholder is validly existing under “Securities”); and (iii) the laws names and addresses of its jurisdiction the record and the direct beneficial owners, if applicable, (the “Owners”) of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder;Securities on the date hereof. (b) in the case Securities constitute all of the Shares and any other securities which by their terms are exercisable for or convertible into or exchangeable for the Shares that the Shareholder is not an individualare held of record or beneficially owned, the execution and delivery of this Agreement directly or indirectly, by the Shareholder and or over which the performance by it of its obligations hereunder have been duly authorized by its board of directors (Shareholder exercises control or equivalent body) and no other proceedings direction on its part are necessary to authorize this Agreement and the performance of its obligations hereunderdate hereof; (c) subject to any proxies or powers of attorney granted hereunder, the Shareholder has the sole voting and the sole dispositive power, and the sole power to agree to the matters set forth herein with respect to the Securities, and will continue to have the sole power to vote and dispose of the Securities at the time of any vote contemplated by this Agreement and at the time of the consummation of the Transaction pursuant to the Transaction Agreement; (d) the Owners identified on Schedule B have good title to the Securities, free and clear of any and all Encumbrances except for transfer restrictions imposed by applicable securities laws; (e) this Agreement has been duly executed and delivered by the Shareholder Shareholder, and, assuming the due authorization, execution and delivery by the OfferorBuyer, this Agreement constitutes a the legal, valid and binding obligationobligation of the Shareholder, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, subject to limitations imposed by law in connection with laws of general application and bankruptcy, insolvency or and other similar proceedings laws affecting creditors’ rights generally and to the extent that the award general principles of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoeverequity; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant is a validly subsisting corporation and has all necessary corporate power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder; (g) none of neither the execution and delivery of this Agreement by the Shareholder, the consummation by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or nor the compliance by the Shareholder with any of the Shareholder's obligations hereunder will result in a breach of provisions hereof will: (i) result in any agreement breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal, under any provision of any of the constating documents of the Shareholder or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, licence, agreement, lease, permit or other instrument or obligation to which the Shareholder is a party or by which the Shareholder or any of its properties or assets (including the Securities) may be bound, in each case that could reasonably be expected to have an adverse effect on the Shareholder's property or assets are bound; ’s ability to fulfil its obligations contemplated by this Agreement; (ii) require on the part of the Shareholder any filing with (other than pursuant to the knowledge requirements of applicable securities legislation (which filings the ShareholderShareholder will undertake)), or permit, waiver, notification, authorization, exemption, registration, licence, consent or approval of, any judgmentGovernmental Authority or any other Person; or (iii) violate or conflict with any judgement, order, notice, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholderstatute, any law, statuteLaw, ordinance, rule or regulation applicable to the Shareholder or rule relevant in the context any of the Offer its properties or this Agreement; andassets; (h) there are is no legal proceedings in progress private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Regulatory Authority Governmental Authority, or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its affiliates properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to fulfil its obligations contemplated by this Agreement. There is no order of any Governmental Authority against the Shareholder that would adversely affect could prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement, or that could reasonably be expected to have an adverse effect on the Shareholder’s ability to fulfil its obligations contemplated by this Agreement; (i) the Shareholder has not previously granted or agreed to grant any power of attorney or attorney in fact, proxy or other right to vote in respect of the Securities or entered into any manner voting trust, vote pooling or other agreement with respect to the ability right to vote, call meetings of shareholders or give consents or approvals of any kind as to the Securities except those which are no longer of any force or effect; and (j) there are no agreements or arrangements of any kind, contingent or otherwise, obligating the Shareholder to enter into this Agreement and Transfer (defined below) or cause to perform its obligations hereunder or the title of the Shareholder to be Transferred any of the Deposited Shares. The representations Securities and warranties no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelySecurities.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror Goodman, which representations and warranties shall be deemed to be xxxxxxed as follows of each Closing Date, and acknowledges that the Offeror Goodman is relying upon these representations on the accuracy of each of and every one of such xxxxxxentations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement acceptance hereof and the purchase by the Offeror of the Deposited Shares under the OfferDundee Shares: (a) in the case that the The Shareholder is not an individualhas all necessary right, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted sell, assign and deliver Dundee Shares upon the exercise of the Exercise Privilege by Goodman and to enter into this Agreement execute and deliver, and to perform fulfil its obligations hereunder;xxxxxxxions under, this Agreement. (b) in the case that the The Shareholder is not an individualin default or in breach of, and none of the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance and compliance with the terms of this Agreement nor the sale, assignment, transfer and delivery of Dundee Shares to Goodman upon the exercise of the transactions contemplated hereby Exercise Privilege, rxxxxxx or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of, or be in conflict with or constitute a default under or create a state of (i) facts which after notice or lapse of time or both would constitute a default under, any agreement term or instrument provision of any mortgage, note, indenture, contract, agreement, written or oral, instrument, lease, license or other document to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's its property is bound, or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any laworder, statute, ordinance, rule or regulation or rule relevant applicable to the Shareholder. (c) The Dundee Shares are beneficially owned by the Shareholder and the address in which the Dundee Shares are registered as shown on the books of the Corporation is located in the context Province of Ontario. (d) The Shareholder is not a person referred to in, and the sale, assignment, transfer and delivery of Dundee Shares to Goodman in the manner contemplated by this Agreement wxxx xxx be a trade contemplated by, paragraph l(l)(c) of the Offer Securities Act (Ontario). (e) The Shareholder has full legal right, power and authority to sell, assign, transfer and deliver the Dundee Shares upon the exercise of the Exercise Privilege by Goodman without the consent or approval of any Person xxx xxx actions required to be taken by or on behalf of the Shareholder have occurred so as to validly permit the sale, assignment, transfer and delivery of the Dundee Shares to Goodman in the manner contemplated by this Agreement; and. (f) The Dundee Shares will be acquired on the Closing Date by Goodman free and clear of any Encumbrance or other rigxx xx xurchase, voting, escrow or pooling agreement of whatsoever nature and kind other than those arising pursuant to this Agreement. (g) No Person, other than Goodman, has any agreement or option, right or privilexx, xxxther pre-emptive, contractual or otherwise, capable of becoming an agreement for the purchase or acquisition from the Shareholder of any interest in any of the Dundee Shares. (h) there There are no legal proceedings in progress consents, orders or pending before approvals required, governmental or otherwise, by the Shareholder for the lawful sale, assignment, transfer and delivery of the Dundee Shares upon the exercise of the Exercise Privilege by Goodman, no notices, forms or other documents are requxxxx xx be filed by the Shareholder prior to the sale, assignment and delivery of the Dundee Shares to Goodman. (i) Xxx Shareholder is not under any Regulatory Authority orobligation, contractual or otherwise, to request or obtain the knowledge consent of any Person to the transfer, assignment and delivery of any of the ShareholderDundee Shares in accordance with section 2.03 of this Agreement. (j) For purposes of the Income Tax Act (Canada), threatened against the Shareholder or its affiliates that would adversely affect in any manner is, and on each Closing Date will be, a resident of Canada. (k) This Agreement has been authorized, executed and delivered by the ability Shareholder and this Agreement constitutes a legal, valid and binding obligation of the Shareholder to enter into this Agreement and to perform enforceable in accordance with its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyterms.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror Company, both as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under date hereof and as of immediately prior to the OfferClosing, as follows: (a) in the case that the The Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the all requisite power and authority to conduct its business as it is now being conducted and full legal right to enter into this Agreement and Agreement, to perform all of its agreements and obligations hereunder;under this Agreement in accordance with the terms hereof, including to exchange the shares of Preferred Stock and sell to the Company the Redeemed Shares as provided herein. (b) in Upon consummation of the case that transactions contemplated by this Agreement, the Shareholder is not an individualwill no longer have any right, title or interest in, to or related to the execution and delivery of this Agreement by Preferred Stock or the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;Redeemed Shares. (c) this This Agreement has been duly executed and delivered by the Shareholder and, assuming and constitutes the due authorization, execution and delivery by the Offeror, constitutes a legal, valid valid, and binding obligation, obligation of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law . (d) Except as provided in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is Securities Purchase Agreement, dated September 17, 1998, by and among the sole registered and/or direct or indirect beneficial owner Company, and the Operating Company (as defined therein) and each of the number Purchasers (as defined therein), as amended by the First Amendment to Securities Purchase Agreement, dated as of Company Shares listed opposite the Shareholder's name on Schedule "A" December 11, 2003 and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially ownedStockholders and Registration Rights Agreement, or over which control or direction is directly or indirectly exerciseddated September 17, 1998, by and among the Shareholder are those listed opposite the Shareholder's name on Schedule "A" Company, Stephen L. Day and Schedule "B"; and (iii) except as listed on Schedule "B"Citizens, the Shareholder has no agreement or optionhas, or right or privilege (whether and upon consummatxxx xx xxx transactions contemplated by lawthis Agreement the Company will have, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities sole record and beneficial ownership of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Redeemed Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgagesmortgage, lienslien, chargespledge, restrictionscharge, security interestsinterest, encumbrance, title retention agreement, option, equity, or other adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever;claim thereto. (fe) no individualThe execution, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable delivery and performance of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery Agreement by the Shareholder of this Agreement, the completion or performance will not violate any contractual obligation of the transactions contemplated hereby or the compliance by the Shareholder. The Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) has not previously entered into any agreement that is currently in effect, or instrument to which the Shareholder is a party or currently bound, granting any rights to any person that are inconsistent with the rights granted by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and. (hf) there are no legal proceedings in progress or pending before any Regulatory Authority or, to The Shareholder is an accredited investor within the knowledge meaning of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares Regulation D under the Offer and, despite such completion, shall continue in full force and effect for the benefit Securities Act of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitely1933.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement Parent and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferSub as follows: (a) in The Shareholder is the beneficial owner of, or, as set forth on Exhibit A, is authorized to act as the representative of such beneficial owner, and has, or such beneficial owner has, as the case that may be, good and marketable title to, all of the Shareholder is not Shares, free and clear of any mortgage, pledge, hypothecation, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, call, demand, subscription, lien, charge or similar restriction or limitation or any other rights of others, including any restriction on the right to vote, sell or otherwise dispose of the Shares (each, an individual"Encumbrance"), except as set forth in this Agreement. (b) Except for the Shares, the Shareholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote on any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor, except as set forth on Exhibit A, is validly existing under the laws Shareholder subject to any contract, commitment, arrangement, understanding or relationship, other than this Agreement, that allows or obligates her to vote or acquire any shares of its jurisdiction Common Stock or other securities of formation the Company. Except as set forth on Exhibit A, the Shareholder holds power to vote the Shares and has not granted a proxy to any Person to vote the requisite power Shares, except as provided in this Agreement. (c) The Shareholder is competent to and authority has sufficient capacity to conduct its business as it is now being conducted execute and to enter into deliver this Agreement and to perform its the Shareholder's obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this . This Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the OfferorParent and the Sub, constitutes is a legal, valid and binding obligation, obligation of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed except as may be limited by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner applicable bankruptcy, insolvency, reorganization, moratorium and other laws of the number general application affecting enforcement of Company Shares listed opposite the Shareholder's name on Schedule "A" creditors' rights generally and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) laws relating to the only Company Shares availability of specific performance, injunctive relief or other securities equitable remedies. (d) Neither the execution and delivery of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, this Agreement by the Shareholder are those listed opposite nor the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition performance by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation or acceleration or result in the creation of any Encumbrance on any of the Shares under (i) any agreement contract, commitment, agreement, understanding, arrangement or instrument restriction of any kind to which the Shareholder is a party or by which the Shareholder is bound or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholderany injunction, any judgment, writ, decree, order or award of any Regulatory Authority; or (iii) ruling applicable to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitely.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror and covenants with Parent and Acquisition Sub as follows follows, and acknowledges that the Offeror is Parent and Acquisition Sub are relying upon these representations such representations, warranties and warranties covenants in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferAgreement: (a) in the case that where the Shareholder is not an individual, the Shareholder is validly existing and organized under the laws Legal Requirements of its the jurisdiction of formation pursuant to which it was formed and organized and has the requisite power and authority to own the assets it currently owns and to conduct its business as it is now being conducted conducted; (b) the Shareholder has the requisite individual or entity power and authority to enter into this Agreement and to perform and carry out its obligations hereunder; (b) in the case that . Where the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder Shareholder, the performance of the Shareholder’s obligations under this Agreement and the performance completion by it the Shareholder of its obligations hereunder the transactions contemplated hereby have been duly authorized by its the board of directors (or equivalent body) directors/trustees of the Shareholder, and no other proceedings on its part to be completed or consent to be obtained by the Shareholder are or will be necessary to authorize for the corporate authorization of this Agreement and the performance of its obligations hereundertransactions contemplated hereby; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the OfferorParent and Acquisition Sub, constitutes a legal, valid and binding obligation, obligation of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed except as may be limited by law in connection with bankruptcy, insolvency or similar proceedings and other Legal Requirements affecting the enforcement of creditors’ rights generally and subject to the extent qualification that the award of equitable remedies such as specific performance and injunction is within may only be granted in the discretion of a court of competent jurisdiction; (d) the court from which they are sought;execution and delivery of this Agreement and the completion by the Shareholder of the transactions contemplated hereby: (i) will not, where the Shareholder is not an individual, conflict with the sole registered and/or direct articles, by-laws, partnership agreement, declaration of trust or indirect beneficial owner other constating documents of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; ; (ii) will not conflict with, result in the only Company Shares breach of or constitute a default under any agreement, indenture, contract, lease, deed of trust, licence, option, instrument or other securities of the Company directly commitment, whether written or indirectly beneficially ownedoral, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder is or may be bound; and (iii) do not and will not constitute a breach of or violation of or default (or an event which with notice or lapse of time or both would become a default) under any Legal Requirement binding upon the Shareholder; (e) the only securities of the Company owned directly or indirectly by or controlled by or under the direction of the Shareholder are the securities set forth on Schedule A attached to this Agreement and, in the case of Subject Shares beneficially owned, the Shareholder is the sole beneficial owner of such securities. The number and class of such securities that are held through an intermediary are set forth on Schedule A attached to this Agreement. The Shareholder has the exclusive right to deal with and exercise all voting rights attributable to the Subject Shares as provided in this Agreement. The Shareholder does not own, directly or indirectly, any securities of any of the Shareholder's property Company’s Subsidiaries; (f) no Person has any agreement, warrant or assets are bound; option or any right capable of becoming an agreement, warrant or option for the purchase of any of the Subject Shares or any right or interest therein (iilegal or equitable); (g) none of the Subject Shares is subject to any proxy, voting trust, vote pooling or other agreement with respect to the knowledge right to vote, call meetings of the Shareholder, any judgment, decree, order Securityholders or award give consents or approvals of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; andkind; (h) there are no legal claims, investigations, actions, suits or proceedings in progress existing, pending, inchoate, or pending before any Regulatory Authority or, (to the knowledge of the Shareholder, ) threatened against or affecting the Shareholder Shareholder, whether at law or its affiliates that would in equity or before or by, and there are no judgments, decrees, rules or orders of any Governmental Authority which adversely affect in any manner affect, or could reasonably be expected to adversely affect, the ability of the Shareholder to enter into consummate the transactions contemplated hereby; (i) the Shareholder (i) has not made any payment or loan to, or borrowed any monies from or is otherwise indebted to, the Company or any of its Subsidiaries; or (ii) is not a party to any agreement or understanding with the Company or any of its Subsidiaries or any officer, director or employee of the Company or any of its Subsidiaries. As part or in the context of the Arrangement, the Shareholder will not, directly or indirectly, receive any “collateral benefit” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions of the Canadian Securities Administrators; (j) no sanction, ruling, consent, order, exemption, permit, declaration, filing, waiver or other approval of any Governmental Authority or other Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement and to perform Agreement, the performance by the Shareholder of its obligations hereunder or and the title consummation by the Shareholder of the transactions contemplated hereby; and (k) neither the Shareholder to nor any Non-Arm’s Length Persons own, directly or indirectly, an Investment in Parent, Acquisition Sub or any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelytheir Affiliates.

Representations and Warranties of the Shareholder. 5.1 AND UPM-KYMMENE ----------------------------------------------------------------- 1.1 The Shareholder hereby represents and warrants to the Offeror as follows you (and acknowledges that the Offeror is you are relying upon these such representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offer:warranties): (a) that the common shares in the case that capital of Repap set forth on SCHEDULE 2 TO THIS AGREEMENT (THE "SHARES") include all common shares held of record, beneficially owned by, or for which voting or dispositive power is granted to the Shareholder is not an individualor to any trust or associate thereof for the benefit of the Shareholder. The Shareholder has sole voting power, and, unless otherwise stated, has exclusive right of disposition and sole power to agree to all of the matters set forth in this Agreement. The Shareholder is validly existing under or other owners of such Shares has good and marketable title to its Shares, free and clear of any and all liens, pledges, mortgages, charges, restrictions, security interests, adverse claims and demands or rights of others OF ANY NATURE OR KIND WHATSOEVER ("ENCUMBRANCES"), except AS OTHERWISE NOTED ON SCHEDULE 2 (which Encumbrances will be fully and completely discharged as of the laws Effective Date). Other than the Shares, no common shares or securities of its jurisdiction of formation and has Repap convertible into common shares are beneficially owned or controlled, directly or indirectly, by the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunderShareholder; (b) in the case that the Shareholder is not an individual, has the execution legal capacity to execute and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize deliver this Agreement and to consummate the performance of its obligations hereunder; (c) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the Shareholder Shareholder, and, assuming the due authorization, execution and delivery by UPM-Kymmene, this Agreement constitutes the Offeror, constitutes a legal, valid and binding obligationobligation of the Shareholder, enforceable by the Offeror against the Shareholder it in accordance with its termsACCORDANCE WITH ITS TERMS, subject, however, subject to limitations imposed by law in connection with laws of general application and bankruptcy, insolvency or and other similar proceedings laws affecting creditors' rights generally and to the extent that the award general principles of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are soughtequity; (ic) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of neither the execution and delivery of this Agreement by the Shareholder, the consummation by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or nor the compliance by the Shareholder with any of the Shareholder's obligations hereunder will result in a breach of provisions hereof shall: (i) result in any agreement breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, license, agreement, lease, permit or other instrument or obligation to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property its properties or assets are (including its Shares) may be bound; , (ii) require on the part of the Shareholder any filing with (other than pursuant to the knowledge requirements of applicable securities legislation (which filings the ShareholderShareholder will undertake)) or permit, authorization, consent or approval of, any judgmentGovernmental Entity, decree, order or award of any Regulatory Authority; or (iii) subject to compliance with any orders or laws contemplated by the Acquisition Agreement, violate any order, writ, injunction, decree, judgment, or Laws applicable to the knowledge Shareholder or any of its properties or assets, excluding from the foregoing such violations, breaches, defaults or failures to make any filing or to obtain any permit, authorization, consent or approval which would not, individually or in the aggregate, impair the ability of the Shareholder, any law, statute, ordinance, regulation or rule relevant in Shareholder to consummate the context of the Offer or this Agreement; andtransactions contemplated hereby; (hd) that there are is no legal proceedings in progress private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Regulatory Authority Governmental Entity, or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its affiliates that would adversely affect properties that, individually or in any manner the aggregate, could reasonably be expected to have a material adverse effect on the Shareholder's ability of to consummate the transactions contemplated by this Agreement. There is no judgment, decree or order against the Shareholder to enter into this Agreement and to perform its obligations hereunder that could prevent, enjoin, alter or the title of the Shareholder to materially delay any of the Deposited Shares. The representations and warranties of transactions contemplated by this Agreement, or that could reasonably be expected to have a material adverse effect on the Shareholder set forth in Shareholder's ability to consummate the transactions contemplated by this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer Agreement; and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) abovethe Shareholder has not previously granted or agreed to grant any proxy or other right to vote in respect of its Shares or entered into any voting trust, nor pooling or other agreement with respect to the right to vote, to call meetings of shareholders or to give consents or approvals of any kind as to its Shares except those which shall survive indefinitelyare no longer of any force or effect.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror Purchaser as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerfollows: (a) in the case that the The Shareholder is not an individualthe sole lawful, the Shareholder is validly existing under the laws of its jurisdiction of formation record and beneficial owner of, and has good, valid and marketable title to, all the requisite power Shares, and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder;there exist no liens, claims, security interests, options, proxies, voting agreements, charges or encumbrances of whatever nature ("Liens") affecting the Shares. (b) in Upon transfer to the case that Purchaser by the Shareholder of the Shares upon consummation of the Offer or the Merger (whichever is earlier), Purchaser will have good, valid and marketable title to the Shares, free and clear of all Liens. (c) The Shares constitute all of the securities (as defined in Section 3(10) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which definition will apply for all purposes of this Agreement) of the Company beneficially owned (as defined in Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement), directly or indirectly, by the Shareholder (excluding any securities beneficially owned by any of its affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definition will apply for all purposes of this Agreement) as to which it does not an individualhave voting or investment power). (d) Except for the Shares, the Shareholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is the Shareholder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable) that allows or obligates it to vote or acquire any securities of the Company. (e) The execution and delivery of this Agreement by the Shareholder does not, and the performance by it the Shareholder of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder andwill not, assuming the due authorizationconstitute a violation of, execution and delivery by the Offerorconflict with, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach default (or an event which, with notice or lapse of time or both, would result in a default) under, or result in the creation of any Lien on any Shares under, (i) any agreement contract, commitment, agreement, understanding, arrangement or instrument restriction of any kind to which the Shareholder is a party or by which the Shareholder is bound or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, writ, decree, order or award of any Regulatory Authority; or (iii) ruling applicable to the knowledge Shareholder. (f) Neither the execution and delivery of this Agreement nor the Shareholderperformance by the Shareholder of its obligations hereunder will violate any order, any writ, injunction, judgment, law, decree, statute, ordinance, rule or regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, applicable to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in require any manner consent, authorization or approval of, filing with or notice to, any court, administrative agency or other governmental body or authority, other than any required notices or filings pursuant to the ability Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the Shareholder to enter into this Agreement rules and to perform its obligations hereunder regulations promulgated thereunder (the "HSR Act") or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyfederal securities laws.

Representations and Warranties of the Shareholder. 5.1 4.1 The Shareholder represents and warrants to the Offeror as follows and acknowledges that the Offeror Gold X is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferArrangement Agreement: (a) in the case that the Shareholder is not an individual, has the Shareholder is validly existing under the laws of its jurisdiction of formation capacity and has the received all requisite power approvals to execute and authority to conduct its business as it is now being conducted and to enter into deliver this Agreement and to perform his, her or its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the OfferorGold X, constitutes a legal, valid and binding obligationobligation of the Shareholder, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (ec) the Shareholder has the sole right to sell and vote all of the Deposited Subject Shares and Subject Securities (which have a right to vote at such meeting) and all of the Deposited Subject Shares willshall, at immediately prior to the time at which the Offeror takes up and pays for the Deposited SharesEffective Time, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoeverLiens; (fd) no individual, firm or entity has the Shareholder is not party to any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchasesale, acquisition disposition, transfer or transfer from the Shareholder voting of any of the Deposited Subject Shares or any interest therein or right theretoSubject Securities, except the Offeror pursuant to this Agreement; (ge) none of the execution and delivery by the Shareholder of this Agreement, Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's its obligations hereunder will result in a material breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any Law or any judgment, decree, order or award of any Regulatory Authority; Governmental Entity, except in each case as would not reasonably be expected, either individually or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority oraggregate, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title hereunder; and (f) as of the Shareholder to any date hereof, the Subject Shares and the Subject Securities set forth on Schedule A are the only Common Shares and securities exercisable or convertible into or exchangeable for Common Shares of Gran Colombia owned by the Deposited SharesShareholder. The representations and warranties of the Shareholder set forth in this Article 5 4 shall not survive the completion of the purchase by Transaction and will expire and be terminated on the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue date that this Agreement is terminated in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyaccordance with Article 6.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror Company and SPAC as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror to itself, as of the Deposited Shares under date hereof and as of the OfferClosing, as follows: (a) The Shareholder is the sole record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Agreement or pursuant to the Governing Documents of the Company. As of the date hereof, other than the Owned Shares, the Shareholder does not own beneficially or of record any share capital of the Company (or any securities convertible into share capital of the Company). (b) The Shareholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the case matters set forth herein, in each case, with respect to the Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust or any other agreement or arrangement, including any proxy, consent or power of attorney, with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (A) If the Shareholder is not an individuala natural person, the Shareholder is validly existing under the laws of its jurisdiction of formation and he or she has all the requisite power and authority and has taken all action necessary in order to conduct its business as it is now being conducted execute and deliver this Agreement, to perform his or her obligations hereunder and to enter into consummate the transactions contemplated hereby, and (B) if the Shareholder is not a natural person it (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the applicable Law of the jurisdiction of its organization, and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to perform its obligations hereunder; (b) in consummate the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, agreement of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar applicable Law affecting creditors’ rights generally and subject, howeveras to enforceability, to limitations imposed general principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, if any, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by law the Shareholder from, or to be given by the Shareholder to, or be made by the Shareholder with, any Governmental Entity in connection with bankruptcythe execution, insolvency or similar proceedings delivery and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance consummation of the transactions contemplated hereby or the compliance Merger and the other transactions contemplated by the Business Combination Agreement. (e) The execution, delivery and performance of this Agreement by the Shareholder with do not, and the Shareholder's obligations hereunder consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement will not, constitute or result in a breach of (i) a breach or violation of, or a default under, the Governing Documents of the Shareholder (if the Shareholder is not a natural person), (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any agreement benefit under, the creation, modification or instrument acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Shareholder pursuant to any Contract binding upon the Shareholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section ‎‎4(d), under any applicable Law to which the Shareholder is subject or (iii) violate, or constitute a party breach under, any Order or by applicable Law to which the Shareholder or any of the Shareholder's property his, her or its properties or assets are bound; subject or bound or (iiiv) to any change in the knowledge rights or obligations of any party under any Contract legally binding upon the Shareholder, any judgmentexcept, decreein the case of clause (ii), order or award of any Regulatory Authority; or (iii) or (iv) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the knowledge Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Shareholder, any law, statute, ordinance, regulation Merger or rule relevant in the context other transactions contemplated by the Business Combination Agreement and the Ancillary Documents. (f) As of the Offer or date of this Agreement; and (h) , there are is no legal proceedings in progress action, proceeding or investigation pending before any Regulatory Authority against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or its affiliates record ownership of the Shareholder’s Covered Shares, that would adversely affect in any manner reasonably be expected to question the validity of this Agreement or to prevent or materially impair, enjoin or delay the ability of the Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (g) The Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of SPAC and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Business Combination Agreement and has independently and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Shareholder acknowledges that none of SPAC, the Company or any other Person have made, and Shareholder has not relied upon, any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. The Shareholder acknowledges that the agreements contained herein with respect to the Covered Shares owned by the Shareholder are irrevocable. (h) The Shareholder understands and acknowledges that SPAC and the Company are entering into the Business Combination Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the Shareholder contained herein. (i) No investment banker, broker, finder or other intermediary is entitled to perform any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby or by the Business Combination Agreement based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of the Shareholder. (j) There is no Order or Law issued by any court of competent jurisdiction or other Governmental Entity, or other legal restraint or prohibition relating to the Shareholder or any of his, her or its obligations hereunder or Affiliates that would reasonably be expected to adversely affect the title ability of the Shareholder to perform, or otherwise comply with, any of the Deposited Shares. The representations and warranties of the Shareholder set forth his, her or its covenants, agreements or obligations under this Agreement in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyany material respect.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror Parent as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerto itself as follows: (a) The Shareholder is the only record and “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than (i) Liens as created by this Agreement, (ii) Liens created by applicable securities Laws, (iii) Liens to which the Covered Shares and Shareholder are subject pursuant to the Company Articles of Incorporation or the Company’s Amended and Restated Bylaws and (iv) Liens to which the Covered Shares and Shareholder are subject pursuant to any agreements between the Company and the Company Shareholders to be terminated in accordance with the Written Consent (sections “(i)” through “(iv)”, collectively, “Permitted Liens”). As of the date hereof, other than the Owned Shares, the Shareholder does not own beneficially or of record any shares of capital stock of the Company (or any securities exercisable for or convertible into shares of capital stock of the Company) or any interest therein. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Shareholder’s Covered Shares other than pursuant to the Merger Agreement or as set forth in the case Company Articles of Incorporation. (b) The Shareholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would reasonably be expected to interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) If Shareholder is not an individual, the (i) Shareholder is a legal entity duly organized, validly existing existing, and in good standing under the laws requirements of Shareholder’s jurisdiction of its jurisdiction of formation organization, (ii) Shareholder has taken all corporate or similar action necessary in order to execute and has the requisite power and authority deliver this Agreement, to conduct its business as it is now being conducted perform Shareholder’s obligations under this Agreement, and to enter into consummate the transactions contemplated by this Agreement, and (iii) no approval of any holder of Shareholder’s equity interests is necessary to approve this Agreement and to perform its obligations hereunder;which has not already been obtained. (bd) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this This Agreement has been duly authorized, executed and delivered by the Shareholder and, assuming in the due authorization, execution event the Shareholder is an individual and delivery by is married and any of the Offeror, constitutes Shareholder’s Covered Shares constitute community property or spousal approval is otherwise required in order for this Agreement to be a legal, valid and binding obligationobligation of the Shareholder, this Agreement has been duly authorized, executed and delivered by or on behalf of the Shareholder’s spouse, and this Agreement constitutes a valid and binding agreement of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed except as may be limited by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares insolvency, reorganization, moratorium or other securities similar laws affecting the enforcement of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, creditors’ rights generally and by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable general principles of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company;equity. (e) Other than the Shareholder has filings, notices and reports pursuant to, in compliance with or required to be made under the sole right applicable requirements of the HSR Act and any other applicable Antitrust Law, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely obtained by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or optionfrom, or any right or privilege (whether to be given by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of to, or be made by the Shareholder with, any of the Deposited Shares Governmental Authority or any interest therein or right theretoother Person in connection with the execution, except the Offeror pursuant to this Agreement; (g) none of the execution delivery and delivery performance by the Shareholder of this AgreementAgreement and the consummation of the transactions contemplated hereby. (f) The execution, delivery and performance of this Agreement by the completion or performance Shareholder do not, and the consummation of the transactions contemplated hereby will not, constitute or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any agreement benefit under, the creation, modification or instrument acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Shareholder, or the Covered Shares, pursuant to any Contract binding upon the Shareholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(e), under any applicable Law to which the Shareholder is a party subject or by which the Shareholder or any of the Shareholder's property or assets are bound; (ii) to any change in the knowledge rights or obligations of any party under any Contract legally binding upon the Shareholder, except, in the case of clause “(i)” or “(ii)” directly above, for any judgmentsuch breach, decreeviolation, order termination, default, creation, acceleration or award of any Regulatory Authority; change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby. (iiig) to the knowledge As of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context date of the Offer or this Agreement; and (h) , there are is no legal proceedings in progress action, proceeding or investigation pending before any Regulatory Authority against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership of the Shareholder’s Owned Shares, the validity of this Agreement or the performance by the Shareholder of its affiliates obligations under this Agreement or that would adversely affect in any manner reasonably be expected to impair the ability of the Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement on a timely basis. (h) The Shareholder understands and acknowledges that Parent, First Merger Sub and Second Merger Sub are entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the Shareholder contained herein. (i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby and by the Merger Agreement based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of the Shareholder. (j) Shareholder acknowledges that the Shareholder is a sophisticated investor with respect to the Shareholder’s Covered Shares and has adequate information concerning the business and financial condition of the Company and Parent to make an informed decision regarding the matters contemplated by this Agreement and has, independently and without reliance upon Parent, the Company, First Merger Sub, Second Merger Sub or any Affiliate or Subsidiary of any of the foregoing, and based on such information as the Shareholder has deemed appropriate, made the Shareholder’s own analysis and decision to enter into this Agreement. The Shareholder acknowledges that the Shareholder has received and reviewed this Agreement and the Merger Agreement and has had the opportunity to perform its obligations hereunder or the title of the Shareholder seek independent legal advice prior to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in executing this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyAgreement.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror Purchaser as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerfollows: (a) in the case that the The Shareholder is not an individualthe sole lawful, the Shareholder is validly existing under the laws of its jurisdiction of formation record and beneficial owner of, and has good, valid and marketable title to, all the requisite power Shares, and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder;there exist no liens, claims, security interests, options, proxies, voting agreements, charges or encumbrances of whatever nature ("Liens") affecting the Shares. (b) in Upon transfer to the case that Purchaser by the Shareholder of the Shares upon consummation of the Offer or the Merger (whichever is earlier), Purchaser will have good, valid and marketable title to the Shares, free and clear of all Liens. (c) The Shares constitute all of the securities (as defined in Section 3(10) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which definition will apply for all purposes of this Agreement) of the Company beneficially owned (as defined in Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement), directly or indirectly, by the Shareholder (excluding any securities beneficially owned by any of its affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definition will apply for all purposes of this Agreement) as to which it does not an individualhave voting or investment power). (d) Except for the Shares, the Shareholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is the Shareholder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable) that allows or obligates it to vote or acquire any securities of the Company. (e) The execution and delivery of this Agreement by the Shareholder does not, and the performance by it the Shareholder of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder andwill not, assuming the due authorizationconstitute a violation of, execution and delivery by the Offerorconflict with, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach default (or an event which, with notice or lapse of time or both, would result in a default) under, or result in the creation of any Lien on any Shares under, (i) any agreement contract, commitment, agreement, understanding, arrangement or instrument restriction of any kind to which the Shareholder is a party or by which the Shareholder is bound or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, writ, decree, order or award of any Regulatory Authority; or (iii) ruling applicable to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitely.

Representations and Warranties of the Shareholder. 5.1 The Each Shareholder hereby represents and warrants to the Offeror SPAC, separately as follows to himself, herself, or itself only, and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offernot jointly, as follows: (a) in As of the case that the date of this Agreement, such Shareholder is the owner of, and such Shareholder has good, valid and marketable title to, such Shareholder’s Owned Shares, free and clear of Liens other than as created by this Agreement or the organizational documents of the Company (including, for the purposes hereof, any agreements between or among shareholders of the Company). As of the date hereof, such Shareholder does not an individualown beneficially or of record any shares of capital stock of the Company (or any securities convertible into shares of capital stock of the Company) or any interest therein. (b) As of the date of this Agreement, such Shareholder (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to such Shareholder’s Owned Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) Such Shareholder affirms that (i) if such Shareholder is validly existing under the laws of its jurisdiction of formation and a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to conduct its business as execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Shareholder is not a natural person, (A) it is now being conducted a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to enter into execute, deliver and perform its obligations under this Agreement and to perform its obligations hereunder; (b) in consummate the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the such Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, agreement of such Shareholder enforceable by the Offeror against the such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, howeveras to enforceability, to limitations imposed general principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations that have not been obtained prior to the date of this Agreement are required to be obtained by law such Shareholder from, or to be given by such Shareholder to, or be made by such Shareholder with, any Governmental Authority in connection with bankruptcythe execution, insolvency or similar proceedings delivery and to the extent that the award of equitable remedies performance by such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance consummation of the transactions contemplated hereby or hereby, the compliance by Recapitalization, the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder Merger, or any of the Shareholder's property other transactions contemplated by the Merger Agreement. (e) The execution, delivery and performance of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby, or assets are bound; the Recapitalization, the Merger and the other transactions contemplated by the Merger Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of such Shareholder (if such Shareholder is not a natural person), (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Shareholder pursuant to any Contract binding upon such Shareholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which such Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair such Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the Recapitalization, the Merger, or any of the other transactions contemplated by the Merger Agreement. (f) As of the date of this Agreement, there is no action, proceeding or investigation pending against such Shareholder or, to the knowledge of the such Shareholder, any judgmentthreatened against such Shareholder that questions the beneficial or record ownership of such Shareholder’s Owned Shares, decree, order the validity of this Agreement or award the performance by such Shareholder of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or its obligations under this Agreement; and. (hg) there are no legal proceedings No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which SPAC or the Company is or will be liable in progress connection with the transactions contemplated hereby based upon arrangements made by or pending before any Regulatory Authority on behalf of such Shareholder in his, her or its capacity as a shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability on behalf of the Shareholder to enter into this Agreement and to perform in his, her or its obligations hereunder or the title capacity as a shareholder of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyCompany.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offer: (a) in the case that the Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's ’s name on Schedule "“A" ” and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's ’s name on Schedule "“B"”; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's ’s name on Schedule "“A" ” and Schedule "“B"”; and (iii) except as listed on Schedule "“B"”, the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's ’s property or assets are bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitely.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerdate hereof that: (a) at any time that, upon satisfaction of the ADS Conversion Conditions, [___] deposits any Subject Ordinary Shares with the Depositary in the case accordance with Section [5(b) or 6(a)] below, as applicable, Shareholder agrees that the Shareholder is not an individualCustodian shall hold such Subject Ordinary Shares (and the security entitlements with respect thereto), absolutely free from any lien, encumbrance, security interest, charge, mortgage or adverse claim and the Shareholder is validly existing under shall have no further claim with respect to such Subject Ordinary Shares (or such security entitlements), and the laws Shareholder hereby waives all right of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunderredemption, stay or appraisal with respect thereto; (b) assuming the truth of the representations and warranties made by [____] set forth in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance truth of its obligations hereunder;the [____] representations and warranties in letters of representations delivered to [_____] concurrently with the opinions referenced in Section [_____] above, and assuming compliance by the [___] with Section [5(a)] below, the Subject Ordinary Shares, and any ADSs issuable upon deposit of such Subject Ordinary Shares, will not be Restricted Securities (as defined in the Deposit Agreement dated as of September 24, 2014, as amended and supplemented from time to time (the “Deposit Agreement”), by and among the Company, the Depositary, and the holders and beneficial owners of ADSs issued thereunder); and (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations shall pay any Taxes (as hereafter defined) imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, any governmental authority for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of (i) any agreement or instrument to which the Shareholder is a party liable that arise from (x) the Transactions, (y) the execution, delivery or by which the Shareholder registration of, or any of the Shareholder's property or assets are bound; (ii) to the knowledge of the Shareholderotherwise with respect to, any judgment, decree, order or award of any Regulatory Authority; or (iii) to the knowledge of the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its the Transaction Documents, or (z) the Shareholder’s obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelythereunder.

Representations and Warranties of the Shareholder. 5.1 The Shareholder hereby represents and warrants to the Offeror Parent as follows and acknowledges that follows: (i) The Shareholder is the Offeror is relying upon these representations and warranties in connection with beneficial or record owner of the entering into shares of capital stock of the Company indicated on the signature page of this Agreement free and the Acquisition Agreement clear of any and the purchase all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances, other than restrictions on transfer imposed by the Offeror securities laws; and (ii) the Shareholder does not beneficially own any securities of the Deposited Shares under Company other than the Offer:shares of capital stock and rights to purchase shares of capital stock of the Company set forth on the signature page of this Agreement. (ab) As of the date hereof and for so long as this Agreement remains in effect (including as of the case that date of the Shareholder is not an individualCompany Meeting, if it occurs during the Term, which, for purposes of this Agreement, includes any adjournment or postponement thereof), except as otherwise provided in this Agreement, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite full power and authority to conduct its business as it is now being conducted (i) make, enter into and carry out the terms of this Agreement, to perform fully the Shareholder’s obligation hereunder and to enter into grant the irrevocable proxy as set forth in Section 4; and (ii) vote all of the Shares in the manner set forth in this Agreement and to perform its obligations hereunder; without the consent or approval of, or any other action on the part of, any other person or entity (b) in including any Governmental Entity). Without limiting the case that generality of the foregoing, the Shareholder has not entered into any voting agreement (other than this Agreement) that is not an individual, still in effect as of the execution and delivery date of this Agreement by with any person with respect to any of the Shareholder and Shares, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the performance by it Shares, deposited any of its obligations hereunder have been duly authorized by its board of directors (the Shares in a voting trust or equivalent body) and no other proceedings entered into any arrangement or agreement with any person limiting or affecting the Shareholder’s legal power, authority or right to vote the Shares on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;any matter. (c) this This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, agreement of the Shareholder enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed except as such enforceability may be limited by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares insolvency, reorganization, moratorium or other securities similar laws affecting the rights of creditors generally or by general equitable principles. The execution and delivery of this Agreement and the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition performance by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell agreements and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a breach default under any term of (i) any agreement contract to or instrument to by which the Shareholder is a party or by bound, or any judgment, injunction, order, decree, statute, law, ordinance, rule or regulation to which the Shareholder (or any of the Shareholder's property ’s assets) is subject or assets are bound; , except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect the Shareholder’s ability to perform the Shareholder’s obligations under this Agreement or render inaccurate any of the representations made herein. (iid) Except as disclosed pursuant to the knowledge Merger Agreement, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from the Parent, Merger Sub or the Company in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made by or at the request of the Shareholder, any judgment, decree, order or award of any Regulatory Authority; or . (iiie) to The Shareholder understands and acknowledges that the knowledge of Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Shareholder, any law, statute, ordinance, regulation or rule relevant in the context ’s execution and delivery of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelycontained herein.

Representations and Warranties of the Shareholder. 5.1 The Shareholder represents hereby makes the following representations and warrants warranties to the Offeror as follows Blue Ant, and acknowledges that the Offeror Blue Ant is relying upon these on such representations and warranties in connection with the entering into of this Agreement and completing the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offertransactions contemplated herein: (a) in the case that the Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power full power, authority and authority capacity to conduct its business as it is now being conducted execute and to enter into deliver this Agreement and all other agreements and instruments to be executed by it as contemplated herein and to perform its other obligations hereunderhereunder and under all such other agreements and instruments to be delivered pursuant to this Agreement; (b) the execution and delivery of this Agreement by the Shareholder, and the performance of its obligations hereunder and under all other agreements and instruments to be executed by it as contemplated herein have been duly authorized by all necessary action of the Shareholder, and this Agreement has been duly executed and delivered by the Shareholder, and constitutes a legal, valid and binding obligation of the Shareholder, enforceable against it in accordance with its terms; CUSIP No. 00000X000 13D Page 67 of 100 (c) the Shareholder is the beneficial and registered owner of the Purchased Blue Ant Shares free and clear of any lien, pledges, mortgages, charges, encumbrances and other security interests or claims of others (“Encumbrances”); (d) on Closing no person, firm or corporation, other than Blue Ant, will have any agreement or option or any right capable of becoming an agreement for the purchase of all or any portion of the Purchased Blue Ant Shares from the Shareholder; (e) the Shareholder’s residence for Canadian tax purposes is set forth opposite “Residence for Canadian tax purposes” on Schedule “A”; (f) all action required to be taken by the Shareholder with respect to the transfer of the Purchased Blue Ant Shares from the Shareholder to Blue Ant has been taken or will be taken prior to the Closing; (g) the Shareholder, in making the decision to sell the Purchased Blue Ant Shares in consideration for the Enthusiast Shares provided as the Purchase Price, has relied solely upon independent investigations made by it and/or its representatives regarding Blue Ant, the Purchased Blue Ant Shares and Enthusiast and the Enthusiast Shares and has not relied on any representation or statement made by Blue Ant except as expressly set forth herein. The Shareholder has not received an offering memorandum or any other similar document from Blue Ant, Enthusiast or otherwise in connection with the transactions contemplated hereby; (h) the Shareholder and/or its representatives has such knowledge and experience in financial and business matters that it can represent itself and is capable of evaluating the merits and risks of the sale of the Purchased Blue Ant Shares in consideration for the Enthusiast Shares provided as the Purchase Price. The Shareholder is not relying on Blue Ant with respect to the tax and other economic considerations of the transactions contemplated hereby and an investment in the case Enthusiast Shares, and the Shareholder has relied on the advice of, or has consulted with, only its own advisor(s); (i) the Shareholder understands that the Enthusiast Shares provided as the Purchase Price will be subject to the resale restrictions set out in the Lockup Agreement attached hereto as Schedule “B” and the Lockup and Joint Filing Agreement attached hereto as Schedule “C” and that any certificates or direct registration statements representing the Enthusiast Shares provided as the Purchase Price (and any replacement certificate or direct registration statement issued prior to the expiration of the lock-up period) will bear a legend substantially in the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND PROVISIONS OF A LOCK UP AGREEMENT (THE “AGREEMENT”), WHICH, AMONG OTHER THINGS, PROHIBITS THE HOLDER OF THIS SECURITY FROM TRADING THE SECURITY EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE AGREEMENT UNTIL [INSERT DATE THAT IS 90 DAYS FOLLOWING THE DATE OF CLOSING].”; CUSIP No. 00000X000 13D Page 68 of 100 (j) the Shareholder understands that the value of the Enthusiast Shares provided as the Purchase Price could decrease during the 90 day lock-up period and there is no assurance that the Shareholder will be able to sell such shares at the price at which such shares are trading on the date hereof. The Shareholder acknowledges that Blue Ant continues to hold Enthusiast Shares and it may be entitled to sell such shares during or after the 90 day lock-up period; (k) the Shareholder acknowledges and agrees that the Purchase Price represents fair consideration and at least reasonably equivalent value for the Purchased Blue Ant Shares; (1) the Shareholder acknowledges that there will be tax consequences to the Shareholder in consummating the sale of the Purchased Blue Ant Shares for the Purchase Price, and that the Shareholder has had the opportunity to consult with the Shareholder’s own tax advisor regarding all tax consequences relating to the sale of the Purchased Blue Ant Shares for the Purchase Price under this Agreement; (m) the Shareholder acknowledges that Blue Ant makes no representations or warranties with respect to the tax consequences of the sale of the Purchased Blue Ant Shares for the Purchase Price. Subject to any Tax Withholding Obligations of Blue Ant pursuant to Section 1.4, the Shareholder agrees and understands that the Shareholder alone is not an individualresponsible for payment of all local, provincial and/or federal taxes on the payments and any other consideration provided hereunder and any penalties or assessments thereon; (n) the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) observance and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder of this Agreement, the completion or performance of the transactions contemplated hereby or terms and provisions of this Agreement on the compliance by part of the Shareholder with the Shareholder's obligations hereunder will result in does not constitute a violation of applicable law or a violation or a breach of (i) any agreement provision of any contract or other instrument to which the Shareholder is a party or by which it is bound; (o) the Shareholder has, independently and without reliance on Blue Ant or any of the Shareholder's property or assets are bound; (ii) its affiliates, made its own appraisal and decision with respect to the knowledge transactions described in this Agreement, the business, financial condition and affairs of Enthusiast and Blue Ant and their respective affiliates and the value of the ShareholderPurchased Blue Ant Shares and the Enthusiast Shares provided as the Purchase Price. The Shareholder has had the opportunity to obtain and has obtained all of the information that it has deemed appropriate for the purpose of evaluating its sale of the Purchased Blue Ant Shares in CUSIP No. 00000X000 13D Page 69 of 100 consideration for the Enthusiast Shares provided as the Purchase Price. The Shareholder is satisfied with the scope and extent of its investigations and requires no additional information to make an informed decision regarding the transactions described in this Agreement. The Shareholder is a sophisticated investor and has such knowledge and experience in financial and business matters, any judgment, decree, order or award including in trading in securities of any Regulatory Authority; or (iii) a type comparable to the knowledge Enthusiast Shares, including securities of private and public companies, as to be capable of independently evaluating the Shareholdermerits, any law, statute, ordinance, regulation or rule relevant in the context risks and suitability of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter entering into this Agreement and the transactions contemplated hereby, and is able to perform bear the risks attendant to the transactions contemplated hereby and to protect its obligations hereunder own interest in connection with such transactions. The Shareholder is dealing with Blue Ant on a professional arm’s length basis and neither Blue Ant nor any of its affiliates is acting as fiduciary or advisor to the Shareholder with respect to this Agreement or the title transactions contemplated hereby; (p) the Share Offer has been made outside the United States of America (“U.S.”) and has not been arranged with U.S. persons within the Shareholder to any meaning of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer Regulation S and, despite such completion, shall continue in full force and effect particular: (1) the Share Offer was not made to or for the benefit of a person in the Offeror for U. S.; (2) (i) at the time the Share Offer was originated, the Shareholder was outside the U.S. and (ii) neither the Shareholder nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the U.S.; (3) no directed selling efforts have been made in the U.S. in contravention of the requirements of Regulation S; (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; (5) the Enthusiast Shares provided as the Purchase Price have not been registered under the Securities Act, and (6) during the 40-day period of one year thereafterunder Regulation S, except for beginning on the representation date the Enthusiast Shares were first offered pursuant to the Share Offer, the Enthusiast Shares provided as the Purchase Price shall be subject to the Lockup and warranty set forth in clause (e) aboveJoint Filing Agreement, which shall survive indefinitely.provide that the Enthusiast Shares may not be offered and sold within the U.S. or to, or for the account or benefit of, U.S. persons, except in accordance with Regulation S under the Securities Act or in transactions that are exempt from the registration requirements of the Securities Act. CUSIP No. 00000X000 13D Page 70 of 100

Representations and Warranties of the Shareholder. 5.1 The Each Shareholder acknowledges, represents and warrants warrants, as applicable, to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement Company and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferVoting Trustee that: (a) in at all material times following the case that issuance of the Shareholder is not an individualDeposited Shares, the Shareholder is validly existing under owns beneficially and of record the laws of its jurisdiction of formation Deposited Shares, and has good and marketable title to such Deposited Shares, such Deposited Shares are not subject to any Encumbrance and no Person has any rights to become a holder of or to possess any of the requisite power and authority Deposited Shares, other than in respect of the transfer of legal title to conduct its business as it is now being conducted and the Deposited Shares to enter into the Voting Trustee pursuant to this Agreement and to perform its obligations hereunderAgreement; (b) in the case that if the Shareholder is not an individual, a natural person: (i) he or she has the execution capacity to enter into and delivery of give full effect to this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors Agreement; (ii) he or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement she has been duly executed and delivered by the Shareholder andthis Agreement, assuming the due authorization, execution and delivery by the Offeror, this Agreement constitutes a legal, valid and binding obligation, enforceable by the Offeror obligation against the Shareholder him or her in accordance with its terms, subject, however, subject only to limitations imposed by law in connection with bankruptcy, insolvency or insolvency, liquidation, reorganization, moratorium and other similar proceedings laws generally affecting the enforcement of creditors’ rights, and to the extent fact that the award of equitable remedies remedies, such as specific performance and injunction is within the discretion of the court from which they injunction, are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"discretionary remedies; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder him or her of this Agreement, and the completion or performance of the transactions contemplated hereby his or the compliance by the Shareholder with the Shareholder's her obligations hereunder under this Agreement, do not and will not breach or result in a breach of default under any contract or covenant by which he or she is bound; (ic) any agreement or instrument to which if the Shareholder is a party corporation or by which a trust: (i) it is a corporation duly incorporated or a trust duly constituted (as applicable) and existing under the Shareholder or any laws of the Shareholder's property jurisdiction of its incorporation, amalgamation, continuance or assets are boundformation and has all necessary power and capacity, corporate or otherwise, to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by such Shareholder, and this Agreement constitutes a legal, valid and binding obligation against it in accordance with its terms, subject only to bankruptcy, insolvency, liquidation, reorganization, moratorium and other similar laws generally affecting the enforcement of creditors’ rights, and to the knowledge of the Shareholderfact that equitable remedies, such as specific performance and injunction, are discretionary remedies; (iii) no authorization, consent, permit or approval of, exemption or other action by, filing with, or notice to, any judgmentgovernmental authority is required in connection with the execution and delivery by it of this Agreement or the performance of its obligations under this Agreement; and (iv) the execution and delivery by it of this Agreement, decreeand the performance of its obligations under this Agreement, order do not and will not breach or award result in a default under: (A) any of its constating documents; (B) any Regulatory Authoritylaw, statute or regulation to which it is subject; or (iiiC) to the knowledge of the Shareholder, any law, statute, ordinance, regulation contract or rule relevant in the context of the Offer or this Agreementcovenant by which it is bound; and (hd) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge Shareholder is not a non-resident of Canada within the meaning of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause Income Tax Act (e) above, which shall survive indefinitelyCanada).

Representations and Warranties of the Shareholder. 5.1 4.1 The Shareholder represents and represents, warrants and, where applicable, covenants to the Offeror Investor as follows and acknowledges that the Offeror Investor is relying upon these representations representations, warranties and warranties covenants in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the OfferAmendment Agreement: (a) in the case that the Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder; (b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the OfferorInvestor, constitutes a legal, valid and binding obligation, enforceable by the Offeror Investor against the Shareholder in accordance with its terms, subject, however, to limitations imposed except as enforcement may be limited by law in connection with bankruptcy, insolvency or similar proceedings and to other Applicable Laws affecting the extent rights of creditors generally and except that the award of equitable remedies such as specific performance and injunction is within may be granted only in the discretion of the a court from which they are soughtof competent jurisdiction; (ib) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options Subject Shares listed opposite the Shareholder's ’s name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the CompanyA to this Agreement; (ec) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Subject Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (fd) no individual, firm individual or entity has any agreement or option, or any right or privilege (whether by lawApplicable Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Subject Shares or any interest therein or right thereto, including without limitation any right to vote, except the Offeror Investor pursuant to this Agreement; (ge) none of the execution and delivery by the Shareholder of this Agreement, Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a breach of or constitute a default (with or without notice of lapse of time or both) under any provision of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's ’s property or assets are is bound; (ii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Regulatory AuthorityGovernmental Body; or (iii) to the knowledge of the Shareholder, any lawApplicable Law, statute, ordinance, regulation or rule relevant in the context of the Offer Transaction or this Agreement; (f) (i) the only Shares owned, directly or indirectly, or over which control or direction is exercised, by the Shareholder are those listed on Schedule A to this Agreement opposite the Shareholder’s name; and (ii) other than as listed on Schedule A to this Agreement, the Shareholder has no agreement or option, or right or privilege (whether by Applicable Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder or transfer to the Shareholder of additional Shares; and (hg) there are is no claim, action, lawsuit, arbitration, mediation or other legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its affiliates Affiliates that would adversely affect in any manner (i) the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder hereunder; or (ii) the title of the Shareholder to any of the Deposited Subject Shares. The representations and warranties of the Shareholder set forth in this Article 5 4 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer Transaction and, despite such completion, shall continue in full force and effect for the benefit of the Offeror Investor for a period of one (1) year thereafter, except for from the representation and warranty set forth in clause (e) above, which shall survive indefinitelydate of this Agreement.

Representations and Warranties of the Shareholder. 5.1 The Each Shareholder severally represents and warrants in favour of all other parties to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offerthat: (a) in at the case that date hereof and all material times following the Shareholder is not an individualissuance of the Deposited Shares to the Shareholders, the Shareholder is validly existing under owns beneficially and of record the laws of its jurisdiction of formation Deposited Shares set forth opposite such Shareholder’s name in Schedule A, and has good and marketable title to such Deposited Shares, such Deposited Shares are not subject to any Encumbrance, and no Person has any rights to become a holder of or to possess any of the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunderDeposited Shares; (b) in the case that if the Shareholder is not an individual, a natural person: (i) he or she has the execution capacity to enter into and delivery of give full effect to this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors Agreement; (ii) he or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement she has been duly executed and delivered by the Shareholder andthis Agreement, assuming the due authorization, execution and delivery by the Offeror, this Agreement constitutes a legal, valid and binding obligation, enforceable by the Offeror obligation against the Shareholder him or her in accordance with its terms, subject, however, subject only to limitations imposed by law in connection with bankruptcy, insolvency or insolvency, liquidation, reorganization, moratorium and other similar proceedings laws generally affecting the enforcement of creditors’ rights, and to the extent fact that the award of equitable remedies remedies, such as specific performance and injunction is within the discretion of the court from which they injunction, are sought; (i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"discretionary remedies; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company; (e) the Shareholder has the sole right to sell and vote all the Deposited Shares and all the Deposited Shares will, at the time at which the Offeror takes up and pays for the Deposited Shares, be beneficially owned solely by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (f) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Shareholder of any of the Deposited Shares or any interest therein or right thereto, except the Offeror pursuant to this Agreement; (g) none of the execution and delivery by the Shareholder him or her of this Agreement, and the completion or performance of the transactions contemplated hereby his or the compliance by the Shareholder with the Shareholder's her obligations hereunder under this Agreement, do not and will not breach or result in a breach of default under any contract or covenant by which he or she is bound; and FOR (ic) any agreement or instrument to which if the Shareholder is a party corporation or by which a trust: (i) it is a corporation duly incorporated or a trust duly constituted (as applicable) and existing under the Shareholder or any laws of the Shareholder's property jurisdiction of its incorporation, amalgamation, continuance or assets are boundformation and has all necessary power and capacity, corporate or otherwise, to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by such Shareholder, and this Agreement constitutes a legal, valid and binding obligation against it in accordance with its terms, subject only to bankruptcy, insolvency, liquidation, reorganization, moratorium and other similar laws generally affecting the enforcement of creditors’ rights, and to the knowledge of the Shareholderfact that equitable remedies, such as specific performance and injunction, are discretionary remedies; (iii) no authorization, consent, permit or approval of, exemption or other action by, filing with, or notice to, any judgmentgovernmental authority or other Person is required in connection with the execution and delivery by it of this Agreement or the performance of its obligations under this Agreement; and (iv) the execution and delivery by it of this Agreement, decreeand the performance of its obligations under this Agreement, order do not and will not breach or award result in a default under: (A) any of its constating documents; (B) any Regulatory Authoritylaw, statute or regulation to which it is subject; or (iiiC) to the knowledge of the Shareholder, any law, statute, ordinance, regulation contract or rule relevant in the context of the Offer or this Agreement; and (h) there are no legal proceedings in progress or pending before any Regulatory Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Deposited Shares. The representations and warranties of the Shareholder set forth in this Article 5 shall survive the completion of the purchase covenant by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall continue in full force and effect for the benefit of the Offeror for a period of one year thereafter, except for the representation and warranty set forth in clause (e) above, which shall survive indefinitelyit is bound.