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

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub that: (i) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) This Agreement has been duly and validly executed and delivered by the Shareholder and represents a valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally or laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (d) Except as noted on Annex A, the execution, delivery and performance of this Agreement by the Shareholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulation.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent Wesana (and Merger Sub acknowledges that Wesana is relying on the representations and warranties in completing the transactions contemplated by the Binding Agreement) that: (ia) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; the legal capacity (ii) except as set forth on Annex Aincluding, if such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from Shareholder is a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust corporation or other agreement or arrangement (except as created by this Agreementlegal entity, due authorization) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of consummate the Shareholder and no other legal proceedings are necessary therefor.transactions contemplated hereby; (cb) This this Agreement has been duly and validly executed and delivered by the Shareholder Shareholder, and, assuming the due authorization, execution and represents delivery by Wesana, constitutes a legal, valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by subject to bankruptcy, insolvency, reorganization, moratorium, insolvency and other similar laws of general application affecting enforcement of creditors’ rights generally or laws relating generally, and to the availability general principles of specific performance, injunctive relief, or other equitable remedies.equity; (dc) Except as noted on Annex A, none of the execution, execution and delivery and performance of this Agreement by the Shareholder, the performance by the Shareholder of its obligations hereunder or the compliance by the Shareholder with any of the provisions hereof will not result in any breach of, be in conflict with, constitute a violation ofdefault under, conflict with or result in create a state of facts which after notice or lapse of time or both would constitute a default under (i) under, any term or provision of any constating or governing documents, by-laws or resolutions of the Shareholder, if applicable, any indenture, contract, understanding agreement, instrument or arrangement other document to which the Shareholder is a party or by which subject, or any judgment, decree, order, statute, rule or regulation applicable to the Shareholder; (d) no approval, authorization, consent or order of, and no filing, registration or recording with, any Governmental Entity or other Person is required of the Shareholder as a condition to the execution and delivery or the performance by the Shareholder of its obligations under this Agreement; (e) there is bound no private or require governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the consent knowledge of any other person the Shareholder, threatened against the Shareholder or any party pursuant theretoof its properties or, in the case of a corporate or other legal entity, any of its officers or directors (iiin their capacities as such) any that, individually or in the aggregate, could impair the Shareholder’s ability to perform its obligations under this Agreement. There is no judgment, decree or order applicable against the Shareholder or, in the case of a corporate or other legal entity, any of its directors or officers (in their capacities as such) that could prevent, enjoin, alter or materially delay the Shareholder from performing its obligations under this Agreement; (f) the Shareholder’s Shares are all of the shares of the Company or any of its Affiliates held of record or beneficially owned by the Shareholder or for which the Shareholder has or shares any voting power, power of disposition or other control or direction. Except as set forth on Schedule A, no other shares of the Company or any of its Affiliates are beneficially owned, held of record or controlled or directed, directly or indirectly, by the Shareholder. The Shareholder has the sole right to vote (or cause to be voted) all the Shareholder’s Shares, and will have the sole right to vote (or cause to be voted) all the Shareholder’s Shares designated as such after the date hereof, at any meeting of the securityholders of the Company and in any action by written consent of the foregoing in accordance with this Agreement; (g) 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, requisition or transfer from the Shareholder of any of the Shareholder’s Shares, or any interest therein or right thereto, except pursuant to this Agreement and the Binding Agreement; and (h) the Shareholder has not previously granted or agreed to grant any ongoing proxy in respect of the Shareholder’s Shares or entered into any voting trust, vote pooling or other agreement with respect to the Shareholderright to vote, or (iii) any applicable law, statute, rule agreement to call meetings of shareholders or regulationgive consents or approvals in any way affecting the Shareholder’s Shares.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatas of the date hereof as follows: (ia) The Shares listed on Annex A opposite Shareholder is the Shareholder’s name are beneficial owner of, and has good and valid title to, the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the ShareholderCovered Shares, free and clear of all liens, claims, charges Liens that would materially and encumbrances adversely affect the ability of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by Shareholder to perform its obligations under this Agreement, and none of such Shares is subject to any voting trust or Agreement other agreement or arrangement (except than as created by this Agreement) with respect Agreement and pursuant to applicable securities Laws. As of the voting of such Shares; date hereof, other than the Owned Shares (and (iii) the any equity awards relating thereto, including any Class B Units), Shareholder does not presently own beneficially or of record any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.capital stock (including common shares of beneficial interest) or voting securities of the Company. (b) The Shareholder has full right, all requisite entity power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) . This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming due authorization, execution and represents delivery by Parent and Merger Sub, constitutes a legal, valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other moratorium or similar laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or laws relating to the availability of specific performance, injunctive relief, or other equitable remediesat law). (dc) Except as noted for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on Annex A, the part of Shareholder for the execution, delivery and performance of this Agreement by Shareholder or the consummation by Shareholder will not constitute a 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 Shareholder with any of the provisions hereof shall (A) result in any breach or violation of, conflict or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a default under (i) Lien on such property or asset of Shareholder pursuant to, any contract, understanding or arrangement Contract to which the Shareholder is a party or by which the Shareholder or any property or asset of Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, affected or (iiiB) violate any applicable laworder, writ, injunction, decree, statute, rule or regulationregulation 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 ability to perform its obligations hereunder. (d) As of the date of this Agreement, there is no litigation pending against Shareholder, or, to the knowledge of 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 of Shareholder’s obligations under this Agreement. (e) Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Shareholder’s execution and delivery of this Agreement and the representations and warranties of Shareholder contained herein.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub the Buyer that: : (i) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iiia) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no of this Agreement will not conflict with, require a consent, waiver or approval under, or result in a breach or a default any contract, commitment or other legal proceedings are necessary therefor. obligations (cwritten or oral) This to which the Shareholder is bound; (b) this Agreement has been duly and validly executed and delivered by the Shareholder and represents constitutes a valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, insolvency and other laws of general application relating to and affecting enforcement of creditors’ ' rights generally or laws relating and equitable remedies; (c) other than as set forth herein; the Shareholder has not entered into an irrevocable proxy with respect to the availability of specific performance, injunctive relief, or other equitable remedies. Gladstone Shares; (d) Except as noted on Annex Aof the date hereof, she is, and at the Closing Date (as defined in the Merger Agreement) she will be, the executionsole beneficial owner of the number of shares of Gladstone Common Stock shown below her name on the signature page hereto; (e) the Shareholder has the power, delivery authority and performance of legal capacity to execute and deliver this Agreement and perform her obligations under this Agreement; and (f) as of the date hereof, there are, and at the Closing Date there will be, no actions, suits or proceedings pending or threatened involving the ownership by her of her Gladstone Shares or her ability to execute and deliver this Agreement. The representations and warranties contained herein shall be made as of the date hereof and as of the Closing Date (as defined in the Merger Agreement) and Shareholder will not constitute shall deliver a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement certificate to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulationthat effect at Closing.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatas follows: (ia) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such the Shareholder’s obligations hereunder, ; (b) this Agreement (assuming this Agreement constitutes a valid and such execution, delivery and performance have binding agreement of Parent) has been duly authorized executed and delivered by all requisite action or on behalf of the Shareholder and no other legal proceedings are necessary therefor. (c) This Agreement has been duly and validly executed and delivered by the Shareholder and represents constitutes a valid and legally binding obligation of agreement with respect to the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium, insolvency and other similar laws of general application affecting enforcement of creditors’ rights generally and remedies generally; (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1 free and clear of any Liens, and has sole or laws relating shared, and otherwise unrestricted, voting power with respect to such Shares and none of the Shares are subject to any voting trust or other agreement, arrangement, or restriction with respect to the availability voting of specific performancethe Shares, injunctive relief, or other equitable remedies.except as contemplated by this Agreement; (d) Except as noted on Annex A, the execution, execution and delivery and performance of this Agreement by the Shareholder does not, and the performance by the Shareholder of his or her obligations hereunder and the compliance by the Shareholder with any provisions hereof will not not, violate or conflict with, result in a material breach of or constitute a violation default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, conflict with or result in the creation of a default under (i) Lien on any Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, understanding lease, license, permit or arrangement other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person bound, or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulationregulation to which the Shareholder is subject or, in the event that the Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the Shareholder; and (e) the execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by the Shareholder except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Shareholder of his obligations under this Agreement in any material respect.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatPurchaser as of the date hereof as follows: (ia) The Shares listed on Annex A opposite To the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by extent that the Shareholder or is not an individual, the Shareholder is duly organized and validly existing under the laws of the jurisdiction in which it is organized and has full power and authority necessary to enable it to own the Shareholder has any interest; (ii) except as set forth on Annex A, such Subject Shares are owned by the Shareholder, free and clear of all liens, claims, charges to enter into this Agreement and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.perform its obligations hereunder. (b) The To the extent that the Shareholder is not an individual: (i) the Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s its obligations hereunder, ; and such execution, (ii) the execution and delivery by the Shareholder of this Agreement and the performance by the Shareholder of its obligations hereunder have been duly authorized by all requisite necessary action of the Shareholder and no other legal proceedings are necessary therefor. (c) This Agreement such further action is required in connection therewith. The Shareholder has been duly and validly executed and delivered by the Shareholder this Agreement and represents a this Agreement constitutes its legal, valid and legally binding obligation of the Shareholderobligation, enforceable against the Shareholder it in accordance with its terms, except as to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and reorganization or other similar laws of general application affecting the enforcement of creditors’ ' rights generally or laws relating to generally, and by principles of equity regarding the availability of specific performance, injunctive relief, remedies (whether in a proceeding at law or other equitable remediesin equity). (dc) Except as noted on Annex A, the execution, The execution and delivery and performance by the Shareholder of this Agreement by the Shareholder does not and will not constitute a violation of, not: (i) conflict with or result in a any violation of or default under (iA) Applicable Law applicable to the Shareholder, (B) to the Shareholder's Knowledge, any contract, understanding or arrangement to which Contract that the Shareholder is a party to or by which is otherwise bound, or (C) to the extent that the Shareholder is bound not an individual, the Shareholder's Governing Documents or require the consent of any other person or any party pursuant thereto, (ii) result in the creation of any judgmentLien upon the Subject Shares (other than any Lien created by this Agreement). As used in this Section 1(c), decree or order applicable the phrase "to the Shareholder, or (iii) any applicable law, statute, rule or regulation.'s Knowledge" means the knowledge that the executive officers and directors of Shareholder:

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatInvestor as follows: (ia) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such the Shareholder’s obligations hereunder, ; (b) this Agreement (assuming this Agreement constitutes a valid and such execution, delivery and performance have binding agreement of the Investor) has been duly authorized executed and delivered by all requisite action or on behalf of the Shareholder and no other legal proceedings are necessary therefor. (c) This Agreement has been duly and validly executed and delivered by the Shareholder and represents constitutes a valid and legally binding obligation of agreement with respect to the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium, insolvency and other similar laws of general application affecting enforcement of creditors’ rights generally and remedies generally; (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1 free and clear of any liens, claims, charges or laws relating other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares and none of the Shares are subject to any voting trust or other agreement, arrangement, or restriction with respect to the availability voting of specific performancethe Shares, injunctive relief, or other equitable remedies.except as contemplated by this Agreement; (d) Except as noted on Annex A, the execution, execution and delivery and performance of this Agreement by the Shareholder does not, and the performance by the Shareholder of his obligations hereunder and the compliance by the Shareholder with any provisions hereof will not not, violate or conflict with, result in a material breach of or constitute a violation default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, conflict with or result in the creation of a default under (i) Lien on any Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, understanding lease, license, permit or arrangement other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person bound, or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulationregulation to which the Shareholder is subject or, in the event that the Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the Shareholder; and (e) the execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by the Shareholder except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Shareholder of his obligations under this Agreement in any material respect.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub the Buyer that: (ia) The Shares listed on Annex A opposite On the Shareholder’s name are date hereof, the only Shareholder is the owner of record of 400,000 shares of Company capital stockCommon Stock. All of the Shares are validly issued, securities convertible into Company capital stockfully paid and nonassessable, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by with no personal liability attaching to the Shareholder or in which ownership thereof; and the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by good and valid title to the ShareholderShares, free and clear of all any agreements, liens, claims, charges and encumbrances of any kind whatsoever except for liens, adverse claims or charges arising from margin loans from a bank encumbrances whatsoever with respect to the ownership of or brokerage firm and the right to vote the Shares. The Shareholder has not granted any proxies with respect to the Shares except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.. (b) The Shareholder has the full right, power and authority to execute and deliver enter into this Agreement and to perform all of such Shareholder’s obligations hereunderAgreement, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) This this Agreement has been duly and validly executed and delivered by on behalf of the Shareholder. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not, with or without the giving of notice or the passage of time, (i) violate any judgment, injunction or order of any court, arbitrator or governmental agency applicable to the Shareholder, or (ii) conflict with, result in the breach of any provision of, constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Shareholder and represents under, or require the consent of any third party under, any agreement, instrument, judgment, order or decree to which the Shareholder is a party or by which the Shareholder may be bound. (d) This Agreement is the valid and legally binding obligation Agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and moratorium or other laws of general application affecting enforcement of creditors’ rights generally or similar laws relating to the availability of specific performance, injunctive relief, or other equitable remediescreditors' rights generally. (de) Except as noted on Annex AThe Shares are the only shares of Company Common Stock owned of record by the Shareholder, and the executionShareholder does not own any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no other interest in or voting rights with respect to any securities of the Company. (f) No investment banker, delivery and performance broker or finder is entitled to a commission or fee from the Shareholder or the Company in respect of this Agreement based upon any arrangement or agreement made by the Shareholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which the Shareholder is a party or by which the Shareholder is bound or require the consent on behalf of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulation.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatIcon as follows: (ia) The Shares listed on Annex A opposite the Shareholder’s name are the only shares Each of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free the Contribution Company and clear Positano has been duly incorporated and is validly existing and in good standing under the laws of all liens, claims, charges and encumbrances the Republic of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) Mxxxxxxx Islands. The Shareholder has full right, all necessary power and authority to transact the business it transacts and to execute and deliver this Agreement and to perform all of such Shareholder’s the obligations to be performed by it hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (cb) This The Contribution Company has all requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, and has the power and authority to execute and deliver any instruments or documents as required by this Agreement has been duly and validly executed to perform the provisions thereof. Correct and delivered by the Shareholder and represents a valid and legally binding obligation complete copies of the Shareholder, enforceable against Articles of Incorporation and the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratoriumBylaws of the Contribution Company have been provided to Icon, and there are no other laws of general application affecting enforcement of creditors’ rights generally agreements or laws relating documents to which the Contribution Company is a party with respect to the availability governance or capitalization of specific performance, injunctive relief, or other equitable remediesthe Contribution Company. (d) Except as noted on Annex A, the 2.2 The execution, delivery and performance of this Agreement by the Shareholder, and all documents, instruments and agreements required to be executed and delivered by it pursuant to this Agreement in connection with the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary action on the part of the Shareholder, and assuming the due execution and delivery of this Agreement by Icon, constitutes a legal, valid and binding obligation of the Shareholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by: (i) applicable bankruptcy, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 2.3 The Shareholder will not constitute a violation is the sole beneficial owner of, and has good, valid and marketable title to, the Contribution Shares, which represent all of the issued and outstanding capital stock of the Contribution Company, free and clear of any lien, pledge, claim, security interest, encumbrance, charge, covenants, conditions, restrictions, voting trust arrangements, shareholder agreements or other rights (“Liens”), and upon the transfer of such Contribution Shares to Icon, Icon shall own such Contribution Shares free and clear of all Liens of any nature. 2.4 Neither the Shareholder nor the Contribution Company is a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Agreement by the Shareholder or the transfer and conveyance of the Contribution Shares by the Shareholder to Icon pursuant to the terms hereof. 2.5 Neither the execution, delivery and performance of this Agreement nor the consummation of any of the transactions contemplated hereunder will conflict with or result in any violation of or constitute a default under (i) breach of any of the terms or provisions of the Articles of Incorporation, the Bylaws or other organizational documents of the Shareholder, the Contribution Company, or Positano. 2.6 All consents or approvals or authorizations of, or registrations, filings or declarations with, any governmental authority or any other person, if any, required in connection with the execution, delivery and performance by the Shareholder of this Agreement or the transactions contemplated hereby have been or will have been obtained as of the Closing by the Shareholder and will be in full force and effect. 2.7 The Contribution Company is the sole beneficial owner of, and has good, valid and marketable title to, the Positano Shares, which represent all of the issued and outstanding capital stock of Positano, free and clear of Liens. 2.8 There are no actions, suits, proceedings pending or, to the Shareholder’s knowledge, threatened against the Shareholder, the Contribution Company or Positano, or against any of the properties or assets of the Shareholder, Contribution Company, or Positano in any court or before any arbitrator of any kind or before or by any governmental authority. Neither the Shareholder nor Contribution Company nor Positano is a party to or subject to any writ, order, decree or judgment and there is no action, suit, proceeding or investigation by the Shareholder, the Contribution Company or Positano currently pending or which the Shareholder, the Contribution Company or Positano intends to originate. 2.9 The Shareholder and/or the Contribution Company has disclosed to Icon any and all agreements, contracts, licenses, obligations, leases, commitments or the like, that Positano has entered into or undertaken in relation to the Vessel. From the date of this Agreement and until completion of the Closing, without the prior written consent of Icon, Positano shall not be a party to any other management agreement, administrative services agreement, time charter, or any other contract, understanding license, obligation, lease, agreement, commitment or arrangement the like, written or oral, other than the management agreement entered by Positano relating to the Vessel, which means any United States, international or non-United States (including the Mxxxxxxx Islands) rule, code of practice, convention, protocol, guideline or similar requirement or restriction concerning or relating to the Vessel and to which the Vessel is subject and required to comply with, imposed, published or promulgated by any relevant governmental authority and the International Maritime Organization. 2.10 Positano has good and marketable title to the Vessel and all her spares and stores, whether on board or not as of the Closing. There are no liens, pledges, charges, security interests, encumbrances, options, claims or other rights of any kind whatsoever on any property owned by Positano other than any maritime liens incurred in the ordinary course of business and relating to amounts that are not yet due and payable. Positano has no indebtedness or other liabilities, matured or unmatured, direct or contingent other than debt created in the ordinary course of business. 2.11 The Vessel is operated in compliance with all applicable maritime guidelines and laws. Positano is qualified to own and operate the Vessel under applicable laws, including the laws of its Vessel’s flag state. The Vessel is seaworthy and in good operating condition, and has all national and international operating and trading certificates and endorsements, each of which is valid, that are required for the operation of such Vessel in the trades and geographic areas in which it is operated. The Vessel is classed by Bureau Veritas, a classification society which is a member of the International Association of Classification Societies and possesses class and trading certificates free from conditions or recommendations affecting class and valid through the Closing and no event has occurred and no condition exists that would cause the Vessel’s class to be suspended or withdrawn. The Vessel is insured and all requirements and conditions of such insurance have been complied with. The Vessel has not been employed in any trade or business which is unlawful under the laws of any relevant jurisdiction or in carrying illicit or prohibited goods, or in any manner whatsoever which may render any such Vessel liable to condemnation in a court or to destruction, seizure or confiscation. The Vessel has not touched bottom since their most recent respective dry-docking. Positano is the sole owner of the Vessel and has good title to such Vessel free and clear of all cargo, charters, taxes, debts, encumbrances, mortgages and maritime liens. 2.12 The Shareholder, the Contribution Company and Positano are, and have heretofore operated, their respective businesses and the Vessel in compliance in all material respects with applicable laws including environmental and sanctions laws. 2.13 No broker or finder has acted for the Shareholder in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Shareholder. 2.14 The Shareholder understands and acknowledges that the Icon Shares issued pursuant to this Agreement will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, therefore, the Icon Shares will be characterized as “restricted securities” under the Securities Act and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of unless the Icon Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. Further, a legend will be placed on any certificate or book entry notations evidencing the Icon Shares stating that such Icon Shares have not been registered under the Securities Act and that such Icon Shares are subject to restrictions on transferability and sale substantially in the following form: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE LAWS OR (II) AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AS EVIDENCED BY AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.” 2.15 The Icon Shares are being acquired by the Shareholder for investment purposes only and not with a view to any public distribution thereof in violation of any securities laws, and the Shareholder shall not offer to sell or otherwise dispose of the Icon Shares so acquired by it in violation of any of the registration requirements of the Securities Act. The Shareholder acknowledges that it is able to fend for itself, can bear the economic risk of its investments in the Icon Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in all of the Icon Shares. 2.16 The Shareholder is not in the United States and is not a party or by which “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the 1933 Act (a “U.S. Person”). The Shareholder is bound not a “distributor” of securities, as that term is defined in Regulation S under the 1933 Act, nor a dealer in securities, and is not acquiring the Icon Shares for the account or require the consent of benefit of, directly or indirectly, any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulationU.S. Person.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatthe Company as follows: (ia) The Shares listed on Annex A opposite Shareholder is a corporation duly organized and validly existing under the Shareholder’s name are laws of the only shares State of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.Delaware. (b) The Shareholder has full legal right, power and authority to execute enter into and deliver perform this Agreement, and the execution and delivery of this Agreement by the Shareholder and to perform all the consummation by the Shareholder of such Shareholder’s obligations hereunder, and such execution, delivery and performance the transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on behalf of the Shareholder Shareholder. This Agreement constitutes a legally valid and no other legal proceedings are necessary thereforbinding agreement of the Shareholder, enforceable in accordance with its terms. (c) This Agreement The Shareholder is an “accredited investor” within the meaning set forth in the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Shareholder has been duly such knowledge and validly executed experience in financial and delivered business matters that the Shareholder is capable of evaluating the risks and merits of the transactions contemplated hereby, including an investment in the Shares to be received by the Shareholder pursuant to this Agreement and represents a valid is able to bear the economic risk inherent in holding such Shares. The Shares are being acquired by the Shareholder on behalf of itself and legally binding obligation not for any other Person and for the account of the Shareholder, enforceable against not as a nominee or agent and not for the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally or laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (d) Except as noted on Annex A, the execution, delivery and performance of this Agreement by the Shareholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which the Shareholder is a party or by which the Shareholder is bound or require the consent account of any other person Person. The Shareholder is not obligated to transfer all or any party pursuant theretoportion of the Shares to any other Person, (ii) nor does the Shareholder have any judgmentpresent intention, decree agreement or order applicable understanding to do so. The Company acknowledges and agrees that the foregoing representations and warranties shall not be deemed to limit the Shareholder, ’s rights relating to any breach or (iii) inaccuracy of any applicable law, statute, rule of the Company’s representations and warranties contained herein or regulationin the Purchase Agreement.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent the Offeror and Merger Sub Acquiror that: (ia) The the Shareholder is the beneficial owner of or exercises control and direction over the Shares listed and Options set forth on Annex A opposite the Shareholder’s name execution page of this Agreement and the Shares and Options are the only shares of Company capital stocknot subject to any security interest, securities convertible into Company capital stocklien, encumbrance or other rights in respect of Company capital stock charge (collectively, a “Company SecuritiesLien”), except for Liens that will be discharged prior to take up of Shares pursuant to the Offer; (b) owned of record or beneficially by the Shareholder or in which the Shareholder has the right, pursuant to Options, to acquire beneficial ownership of the Option Shares; (c) no person, firm or corporation has any interest; agreement, option or right (iiwhether by law, pre-emptive or contractual) except capable of becoming an agreement or option to acquire any of the Shares, the Options or the Option Shares or any interest therein, other than as set forth on Annex A, such contemplated by this Agreement. (d) the transfer of the Shares are owned by and the ShareholderOption Shares to the Offeror will pass good and marketable title to the Shares and the Option Shares, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement Liens; (except as created by this Agreement) with respect to the voting of such Shares; and (iiie) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, the requisite power and authority to execute and deliver enter into this Agreement and to perform all of such Shareholder’s his or its obligations hereunder; (f) if the Shareholder is a corporation, the execution and such executiondelivery of this Agreement by the Shareholder and the consummation by the Shareholder of the transactions contemplated by this Agreement have, delivery and performance have if necessary, been duly authorized by all requisite action the board of directors of the Shareholder and no other legal corporate proceedings on the part of the Shareholder are necessary therefor.to authorize this Agreement and the transactions contemplated hereby; (cg) This this Agreement has been duly and validly executed and delivered by the Shareholder and represents constitutes a valid and legally binding obligation of the Shareholder, enforceable by the Offeror against the Shareholder in accordance with its terms, except as may be limited by subject to bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, moratorium and other laws of general application relating to or affecting enforcement of creditors’ rights generally or laws relating and to the availability general principles of specific performance, injunctive relief, or other equitable remedies.equity; (dh) Except as noted on Annex A, the execution, execution and delivery and performance by the Shareholder of this Agreement and the performance by the Shareholder of his or its obligations hereunder will not constitute a violation of, conflict with or result in a default under violation or breach of any provision of: (i) any contract, understanding or arrangement to which if the Shareholder is a party corporation, the Shareholder’s articles or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, by-laws; or (ii) any judgmentlaw, regulation, order, judgment or decree or order applicable to the Shareholder; other than any such violations or breaches that will not, individually or in the aggregate, have a material adverse effect on the ability of the Shareholder to fulfil his or its obligations under this Agreement; and (i) no authorization, consent or approval of, or (iii) filing with, any applicable lawpublic body, statute, rule court or regulationauthority is necessary for the fulfilment by the Shareholder of his or its obligations under this Agreement.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub the Buyer that: (ia) The Shares listed on Annex A opposite On the Shareholder’s name are date hereof, the only Shareholder is the sole, true, lawful, record and beneficial owner of 3,501,000 shares of Company capital stockCommon Stock. All of the Shares are validly issued, securities convertible into Company capital stockfully paid and nonassessable, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by with no personal liability attaching to the Shareholder or in which ownership thereof; and the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by good and valid title to the ShareholderShares, free and clear of all any agreements, liens, claims, charges and encumbrances of any kind whatsoever except for liens, adverse claims or charges arising from margin loans from a bank encumbrances whatsoever with respect to the ownership of or brokerage firm and the right to vote the Shares. The Shareholder has not granted any proxies with respect to the Shares except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.. (b) The Shareholder has the full right, power and authority to execute and deliver enter into this Agreement and to perform all of such Shareholder’s obligations hereunderAgreement, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) This this Agreement has been duly and validly executed and delivered by the Shareholder. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not, with or without the giving of notice or the passage of time, (i) violate any judgment, injunction or order of any court, arbitrator or governmental agency applicable to the Shareholder, or (ii) conflict with, result in the breach of any provision of, constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Shareholder and represents under, or require the consent of any third party under, any agreement, instrument, judgment, order or decree to which the Shareholder is a party or by which the Shareholder may be bound. (d) This Agreement is the valid and legally binding obligation Agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and moratorium or other laws of general application affecting enforcement of creditors’ rights generally or similar laws relating to the availability of specific performance, injunctive relief, or other equitable remediescreditors' rights generally. (de) Except The Shares and the shares of Company Common Stock owned of record by the Other Shareholders (in the case of Fleet National Bank of Connecticut, in its capacity as noted on Annex Atrustee under the trust referred to above) and the 60,000 shares of Company Common Stock owned of record by The Xxxxxxx X. and Xxxxxx Xxxxxxxxx Foundation, Inc., a New York not-for-profit corporation (the "Xxxxxxxxx Foundation"), are the only shares of Company Common Stock beneficially owned or owned of record by the Shareholder, the executionOther Shareholders and the Xxxxxxxxx Foundation and, delivery except for the 9,200 shares of Series A Preferred Stock, no par value, of the Company owned by the Shareholder and performance the 67,500 shares of Company Common Stock issuable to the Shareholder upon the exercise of options granted to him pursuant to the Company's Amended and Restated 1986 Employee Stock Option Plan, the Shareholder does not own any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no other interest in or voting rights with respect to any securities of the Company. The Shareholder shall not permit the Xxxxxxxxx Foundation to acquire, directly or indirectly, any additional shares of Company Common Stock during the term of this Agreement. (f) No investment banker, broker or finder is entitled to a commission or fee from the Shareholder or the Company in respect of this Agreement based upon any arrangement or agreement made by the Shareholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which the Shareholder is a party or by which the Shareholder is bound or require the consent on behalf of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulation.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to the Parent and Merger Sub thatas follows: a. The Shareholder is the sole record and beneficial owner (ias defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Shares and, except for the pledge of shares of common stock (the "Pledged Shares") to Norwest Bank, N.A., there exist no liens, claims, security interests, options, proxies, voting agreements, charges, obligations, understandings, arrangements or other encumbrances of any nature hatsoever, except for restrictions applicable thereto under federal and state securities laws ("Liens"), affecting the Shares. b. The Shares listed on Annex A opposite and the certificates representing the Shares are now and at all times during the term hereof will be held by the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights by a nominee or custodian for the benefit of the Shareholder free and clear of all Liens, except for the Liens described in respect of Company capital stock (collectively, “Company Securities”a) owned of record or beneficially above and Liens arising hereunder. Upon transfer to Parent by the Shareholder or in which of the Shareholder has any interest; (ii) except as set forth on Annex AShares hereunder, such Shares are owned by Parent will have good and marketable title to the ShareholderShares, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary thereforLiens. (c) c. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming due authorization, execution and represents delivery by Parent and Acquisition, constitutes a valid and legally binding obligation agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and applicable bankruptcy or other laws of general application affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or laws relating to the availability of specific performance, injunctive relief, or other equitable remediesat law. (d) Except as noted on Annex A, the execution, d. The execution and delivery and performance of this Agreement by the Shareholder does not, and the performance by the Shareholder of its obligations hereunder will not not, constitute a violation of, conflict with or with, result in a default under (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 contract, understanding commitment, agreement, partnership agreement, understanding, arrangement or arrangement restriction of any kind to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant theretobound, (ii) any judgment, decree writ, decree, order or order ruling applicable to the Shareholder, Shareholder or (iii) any law applicable lawto the Shareholder. e. To the Shareholder's knowledge, statuteneither the execution and delivery of this Agreement nor the performance by the Shareholder of its obligations hereunder will require any consent, rule authorization or regulationapproval 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 Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), state antitrust laws or the federal securities laws.

Representations and Warranties of the Shareholder. The Shareholder Each of the Shareholders, severally and not joint and severally, hereby represents represent and warrants warrant to Parent and Merger Sub thatPurchaser: (ia) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Such Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full rightlegal capacity, power and authority to execute enter into and deliver this Agreement and to perform all of such Shareholder’s 's obligations hereunder, and such under this Voting Agreement. The execution, delivery and performance have been duly authorized of this Agreement by all requisite action of the such Shareholder and no will not violate any other legal proceedings are necessary therefor. (c) agreement to which such Shareholder is a party including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders, agreement or voting trust. This Voting Agreement has been duly and validly executed and delivered by the such Shareholder and represents constitutes a valid and legally binding obligation agreement of the such Shareholder, enforceable against the such Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally or laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (db) Except as noted on Annex AThe execution and delivery of this Voting Agreement by the Shareholder do not, and the execution, delivery and performance of this Voting Agreement by the Shareholder will not constitute not, result in a violation of, conflict with or result in a default under (i) under, or conflict with, any contract, understanding commitment, agreement or arrangement to which the Shareholder is a party or by which the Shareholder is bound or require affected, which violation, default or conflict would materially and adversely affect the consent Shareholder's ability to perform their obligations under this Voting Agreement. (c) Such Shareholder is the record holder of any other person or any party pursuant theretothe number of shares of common stock, no par value per share, of the Company as set forth opposite his name on Schedule I attached hereto (ii) any judgmentthe "Existing Shares"). On the date hereof, decree or order applicable the Existing Shares constitute all of the Shares owned of record by such Shareholder. Such Shareholder has sole voting power and sole power to issue instructions with respect to the ShareholderExisting Shares, sole power of disposition, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Voting Agreement, in each case with respect to all of the Existing Shares with no limitations, qualifications or (iii) any restrictions on such rights, subject to applicable law, statute, rule or regulationsecurities laws and the terms of this Voting Agreement.

Representations and Warranties of the Shareholder. The Each Shareholder hereby severally represents and warrants in favour of all other parties to Parent this Agreement that: FORM - DO NOT COPY (a) at all material times following the issuance of the Deposited Shares to the Shareholders, the Shareholder owns beneficially and Merger Sub that:of record the Deposited Shares set forth opposite such Shareholder's name in Schedule A of this Agreement, and has good and marketable title to such Deposited Shares, such Deposited Shares are not subject to any Encumbrance, other than pursuant to the terms of the Shareholders’ Agreement and no Person has any rights to become a holder of or to possess any of the Deposited Shares; (b) if the Shareholder is a natural person: (i) The Shares listed on Annex A opposite he or she has the Shareholder’s name are the only shares of Company capital stock, securities convertible capacity to enter into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interestand give full effect to this Agreement; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free he or she has duly executed and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by delivered this Agreement, and none this Agreement constitutes a legal, valid and binding obligation against him or her in accordance with its terms, subject only to bankruptcy, insolvency, liquidation, reorganization, moratorium and other similar laws generally affecting the enforcement of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect creditors’ rights, and to the voting of fact that equitable remedies, such Sharesas specific performance and injunction, are discretionary remedies; and (iii) the Shareholder does not presently own any options to purchase execution and delivery by him or rights to subscribe for or otherwise acquire any other shares her of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunderAgreement, and such executionthe performance of his or her obligations under this Agreement, delivery do not and performance have been duly authorized will not breach or result in a default under any contract or covenant by all requisite action of the Shareholder and no other legal proceedings are necessary therefor.which he or she is bound; (c) This if the Shareholder is a corporation or a trust: (i) it is a corporation duly incorporated or a trust duly constituted (as applicable) and existing under the laws of the jurisdiction of its incorporation, amalgamation, continuance or formation 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 and validly authorized, executed and delivered by the Shareholder such Shareholder, and represents this Agreement constitutes a legal, valid and legally binding obligation of the Shareholder, enforceable against the Shareholder it in accordance with its terms, except as may be limited by subject only to bankruptcy, insolvency, liquidation, reorganization, moratorium, moratorium and other similar laws of general application generally affecting the enforcement of creditors’ rights generally or laws relating rights, and to the availability of fact that equitable remedies, such as specific performanceperformance and injunction, injunctive reliefare discretionary remedies; (iii) no authorization, consent, permit or approval of, exemption or other action by, filing with, or other equitable remedies. (d) Except as noted on Annex Anotice to, any governmental authority is required in connection with the execution, execution and delivery and performance 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, and the Shareholder performance of its obligations under this Agreement, do not and will not constitute a violation of, conflict with breach or result in a default under under: (iA) any contractof its constating documents; (B) any law, understanding statute or arrangement regulation to which it is subject; or (C) any contract or covenant by which it is bound; (d) the Shareholder is not a non-resident of Canada within the meaning of the Income Tax Act (Canada); and (e) the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulationShareholders’ Agreement.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent Carlyle and Merger Sub thatVCIF as follows: (ia) The Shares listed on Annex Schedule A opposite the Shareholder’s name are the only lists all shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) and other equity interests owned of record or beneficially by the Shareholder in VCIF, designating any such shares or other equity interests that are restricted or otherwise subject to vesting requirements. Schedule A lists all options, warrants and other securities convertible into or exercisable or exchangeable for shares of capital stock and other equity interests in which VCIF owned of record or beneficially by the Shareholder has any interest; Shareholder. Schedule A further lists all Covered Shares that are subject to a Proportionate Voting Carveout (ii) except including the details of the applicable investment fund). Except as set forth on Annex Schedule A, the Shareholder does not own of record or beneficially (i) any voting securities or other equity interests in VCIF or any securities convertible into or exercisable or exchangeable for any such voting securities or other equity interests or (ii) any derivative securities or contracts the value of which are directly or indirectly tied to or derived from VCIF. The Shareholder does not own of record any Shares which are beneficially owned by a third Person. (b) Other than as contemplated by this Agreement, (i) the ShareholderShareholder is the record or beneficial owner of, and has good and valid title to, all of the Covered Shares, free and clear of all liensLiens, claims(ii) the Shareholder has sole voting power, charges sole dispositive power and encumbrances sole power to agree to all of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by the matters set forth in this Agreement, and none in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, (iii) such Covered Shares is are not subject to any voting trust agreement or other agreement Contract to which the Shareholder is a party restricting or arrangement otherwise relating to the voting or Transfer of such Covered Shares and (except as created by this Agreementiv) the Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to the voting of such Covered Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.. (bc) The Shareholder has full right, legal power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s its obligations hereunder, and such . The execution, delivery and performance of this Agreement by the Shareholder and the consummation by the Shareholder of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of the Shareholder and no other legal actions or proceedings on the part of the Shareholder are necessary therefor. (c) to authorize the execution and delivery by the Shareholder of this Agreement, the performance by the Shareholder of its obligations hereunder or the consummation by the Shareholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming due and represents valid authorization, execution and delivery by the other Parties, constitutes a legal, valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other moratorium or similar laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or laws relating to the availability of specific performance, injunctive relief, or other equitable remediesat law). (d) Except as noted for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on Annex A, the part of the Shareholder for the execution, delivery and performance of this Agreement by the Shareholder or the consummation by the Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by the Shareholder nor the consummation by the Shareholder of the transactions contemplated hereby nor compliance by the Shareholder with any of the provisions hereof will not constitute a (A) result in any breach or violation of, conflict or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a default under (i) Lien on any contractproperty or asset of the Shareholder pursuant to, understanding or arrangement any Contract to which the Shareholder is a party or by which the Shareholder or any property or asset of the Shareholder is bound or require the consent of affected or (B) violate any other person or any party pursuant thereto, (ii) any judgment, decree or order Law applicable to the Shareholder or any of the Shareholder’s properties or assets except, for breaches, violations or defaults that would not, individually or in the aggregate, materially impair the ability of the Shareholder to perform its obligations hereunder on a timely basis. (e) There is no Claim pending against the Shareholder or, to the knowledge of the Shareholder, any other Person or, to the knowledge of the Shareholder, threatened against the Shareholder or any other Person that restricts or prohibits (iiior, if successful, would restrict or prohibit) the exercise by any applicable lawParty of its rights under this Agreement or the performance by any Party of its obligations under this Agreement on a timely basis. (f) The Shareholder understands and acknowledges that each of Carlyle and VCIF is entering into the Transaction Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the representations, statutewarranties, rule or regulationcovenants and agreements of the Shareholder contained herein and would not enter into the Transaction Agreement if the Shareholder did not enter into this Agreement.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub the Buyer that: (ia) The Shares listed on Annex A opposite On the Shareholder’s name are date hereof, the only Shareholder is the owner of record of 95,771 shares of Company capital stockCommon Stock. All of the Shares are validly issued, securities convertible into Company capital stockfully paid and nonassessable, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by with no personal liability attaching to the Shareholder or in which ownership thereof; and the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by good and valid title to the ShareholderShares, free and clear of all any agreements, liens, claims, charges and encumbrances of any kind whatsoever except for liens, adverse claims or charges arising from margin loans from a bank encumbrances whatsoever with respect to the ownership of or brokerage firm and the right to vote the Shares. The Shareholder has not granted any proxies with respect to the Shares except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.. (b) The Shareholder has the full right, power and authority to execute and deliver enter into this Agreement and to perform all of such Shareholder’s obligations hereunderAgreement, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) This this Agreement has been duly and validly executed and delivered by on behalf of the Shareholder. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not, with or without the giving of notice or the passage of time, (i) violate any judgment, injunction or order of any court, arbitrator or governmental agency applicable to the Shareholder, or (ii) conflict with, result in the breach of any provision of, constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Shareholder and represents under, or require the consent of any third party under, any agreement, instrument, judgment, order or decree to which the Shareholder is a party or by which the Shareholder may be bound. (d) This Agreement is the valid and legally binding obligation Agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and moratorium or other laws of general application affecting enforcement of creditors’ rights generally or similar laws relating to the availability of specific performance, injunctive relief, or other equitable remediescreditors' rights generally. (de) Except as noted on Annex AThe Shares are the only shares of Company Common Stock owned of record by the Shareholder, and the executionShareholder does not own any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no other interest in or voting rights with respect to any securities of the Company. (f) No investment banker, delivery and performance broker or finder is entitled to a commission or fee from the Shareholder or the Company in respect of this Agreement based upon any arrangement or agreement made by the Shareholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which the Shareholder is a party or by which the Shareholder is bound or require the consent on behalf of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulation.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatSPAC as to itself as follows: (ia) The Shares listed on Annex A opposite the Shareholder’s name are Shareholder is the only shares record and beneficial owner (within the meaning of Company capital stockRule 13d-3 under the Exchange Act) of, securities convertible into Company capital stockand has good, or other rights in respect of Company capital stock (collectivelyvalid and marketable title to, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the ShareholderCovered Shares, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or Liens other agreement or arrangement (except than as created by this Agreement) with respect to Agreement and Permitted Liens. As of the voting of such date hereof, other than the Owned Shares; and (iii) , the Shareholder does not presently own beneficially or of record any options to purchase share capital of the Company (or rights to subscribe for or otherwise acquire any other shares securities convertible into share capital of Company Common Stock except as set forth in Annex A.the Company). (b) The Shareholder (i) except as provided in this Agreement, has full rightvoting power, full power of disposition and authority full power to execute and deliver 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 perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary thereforthis 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 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 consummate the transactions contemplated hereby.1] This Agreement has been duly and validly executed and delivered by the Shareholder and represents constitutes a valid and legally binding obligation agreement of the Shareholder, Shareholder enforceable against the Shareholder in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium and other laws of general application similar Laws affecting enforcement of creditors’ rights generally or laws relating and subject, as to the availability enforceability, to general principles of specific performance, injunctive relief, or other equitable remediesequity. (d) Except as noted on Annex AOther 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 the Shareholder from, or to be given by the Shareholder to, or be made by the Shareholder with, any Governmental Entity in connection with the execution, delivery and performance by the Shareholder of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement. (e) The execution, delivery and performance of this Agreement by the Shareholder do not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement will not not, constitute or result in [(i) a breach or violation of, conflict or a default under, the limited liability company agreement or similar governing documents of the Shareholder,2] (ii) with or result in 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 (i) 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 contract, understanding or arrangement applicable Law to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, subject or (iii) any applicable lawchange in the rights or obligations of any party under any Contract legally binding upon the Shareholder, statuteexcept, rule in the case of clause (ii) or regulation(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 Merger or the other transactions contemplated by the Business Combination Agreement. (f) As of the date of this Agreement, there is no action, proceeding or investigation pending 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 obligations under this Agreement.

Representations and Warranties of the Shareholder. The Shareholder Each of the Shareholders hereby represents and warrants to Parent Purchaser, severally and Merger Sub thatnot jointly, as follows: (ia) The Such Shareholder is the beneficial owner of the Common Shares listed (as may be adjusted from time to time pursuant to Section 6 hereof, the "Shares") set forth opposite its name on Annex A opposite the Shareholder’s name I to this Agreement. Such Shares are the only shares held of Company capital stockrecord, securities convertible into Company capital stockin each case, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the such Shareholder or in which by a nominee or custodian of such Shareholder. On the date hereof, the Shares opposite such Shareholder's name constitute all of the Shares owned by such Shareholder. Such Shareholder has any interest; the exclusive right to vote or dispose of (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to exercise the voting of or disposition of) such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.. (b) The If such Shareholder is a corporation, general partnership, limited partnership, limited liability company, collective investment trust or separate account, as the case may be, such Shareholder is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization. Such Shareholder has full right, all requisite power and authority to execute and deliver enter into this Agreement and to perform consummate the transactions contemplated hereby and has taken all of such Shareholder’s obligations hereundercorporate, and such partnership or other action necessary to authorize the execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) this Agreement. This Agreement has been duly and validly executed and delivered by the such Shareholder and represents a (assuming due authorization, execution and delivery by Purchaser) constitutes the legal, valid and legally binding obligation of the such Shareholder, enforceable against the such Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and moratorium or other laws of general application affecting enforcement of creditors’ ' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or laws relating to the availability of specific performance, injunctive relief, or other equitable remediesat law). (dc) Except as noted on Annex A, the execution, The execution and delivery and performance of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations hereunder will not constitute not, (i) conflict with, result in a violation or breach of, conflict constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of such Shareholder under, any of the terms, conditions or provisions of (A), if such Shareholder is a default under corporation, partnership, limited liability company, bank or other entity, the certificate or articles of incorporation or bylaws, partnership agreement, limited liability company agreement, trust agreement or other comparable organisational governing documents of such Shareholder or (iB) (x) any contractLaw or Order of any Governmental or Regulatory Authority applicable to such Shareholder or any of its respective assets or properties, understanding or arrangement (y) any Contract to which the such Shareholder is a party or by which the such Shareholder is bound or require the consent of any other person or any party pursuant theretoof its respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the ability of such Shareholder to consummate the transaction contemplated by this Agreement, or (ii) require any judgmentfiling by such Shareholder with, decree or order applicable any permit, authorization, consent or approval of, any Governmental or Regulatory Authority or any third party other than Schedule 13D or Schedule 13G and Form 4 and/or Form 5, or amendments thereto, with the United States Securities and Exchange Commission, or a notification to the Securities Board of The Netherlands (Stichting Toezicht Effectenverkeer) pursuant to section 46b of the Netherlands Securities Markxx Xxxxxxxxxxx Xxx 0000 (Xxt toezicht effecten verkeer 1995) or pursuant to the Luxembourg Act on Disclosure of Significant Shareholdings in Listed Companies (Loi du 4 decembre 1992 sur les informations publies lors de l'acquisition et de la cession d'une participation importante dans une societe cotee en bourse). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transaction contemplated hereby. (d) The Shares and the certificates representing the Shares owned by such Shareholder are now and at all times during the term hereof will be held by such Shareholder, or (iii) by a nominee or custodian for the benefit of such Shareholder, free and clear of all Liens, proxies, voting trusts or agreements or understandings or arrangements whatsoever, except for any applicable lawsuch Liens or proxies arising hereunder, statute, rule or regulationand not subject to any preemptive rights.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to the Parent and Merger the Sub thatas follows: (ia) The Shares listed on Annex A opposite Shareholder is the Shareholder’s name are beneficial owner of, and has good and marketable title to, all of the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the ShareholderShares, free and clear of all liensany mortgage, claimspledge, charges and encumbrances of any kind whatsoever except for lienshypothecation, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreementclaim, and none of such Shares is subject to any 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 agreement or arrangement (except as created by this Agreement) with respect rights of others, including any restriction on the right to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for vote, sell or otherwise acquire any other shares dispose of Company Common Stock the Shares (each, an "Encumbrance"), except as set forth in Annex A.this Agreement. (b) Except for the Shares and the Options, 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 is the Shareholder subject to any contract, commitment, arrangement, understanding or relationship, other than this Agreement, that allows or obligates him to vote or acquire any shares of Common Stock or other securities of the Company. The Shareholder holds exclusive power to vote the Shares and has full rightnot granted a proxy to any Person to vote the Shares, power except as provided in this Agreement. (c) The Shareholder is competent to and authority has sufficient capacity to execute and deliver this Agreement and to perform all of such the Shareholder’s 's obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) . This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and represents delivery of this Agreement by the Parent and the Sub, is a valid and legally binding obligation of the Shareholder, Shareholder enforceable against the Shareholder in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or and (ii) laws relating to the availability of specific performance, injunctive relief, relief or other equitable remedies. (d) Except as noted on Annex A, Neither the execution, execution and delivery and performance of this Agreement by the Shareholder nor the performance by the Shareholder of the Shareholder's obligations hereunder will not conflict with, result in a violation or breach of, or constitute a violation ofdefault (or an event that, conflict 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 a default the creation of any Encumbrance on any of the Shares under (i) any contract, understanding commitment, agreement, understanding, arrangement or arrangement restriction of any kind to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any injunction, judgment, decree writ, decree, order or order ruling applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulation.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatPurchaser as of the date hereof as follows: (a) To the extent that the Shareholder is not an individual, the Shareholder is duly organized and validly existing under the laws of the jurisdiction in which it is organized and has full power and authority necessary to enable it to own the Subject Shares and to enter into this Agreement and to perform its obligations hereunder. (b) To the extent that the Shareholder is not an individual: (i) the Shareholder has full power and authority to execute this Agreement and to perform its obligations hereunder; and (ii) the execution and delivery by the Shareholder of this Agreement and the performance by the Shareholder of its obligations hereunder have been duly authorized by all necessary action and no such further action is required in connection therewith. The Shares listed on Annex A opposite Shareholder has duly executed and delivered this Agreement and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by principles of equity regarding the availability of remedies (whether in a proceeding at law or in equity). (c) The execution and delivery and performance by the Shareholder of this Agreement does not and will not: (i) conflict with or result in any violation of or default under (A) Applicable Law applicable to the Shareholder, (B) to the Shareholder’s name Knowledge, any Contract that the Shareholder is a party to or is otherwise bound, or (C) to the extent that the Shareholder is not an individual, the Shareholder’s Governing Documents or (ii) result in the creation of any Lien upon the Subject Shares (other than any Lien created by this Agreement). As used in this Section 1(c), the phrase “to the Shareholder’s Knowledge” means the knowledge that the executive officers and directors of Shareholder: (1) actually have and (2) would have obtained after reasonable investigation (whether or not any investigation was in fact conducted). (d) Except as disclosed in filings made on or prior to the date hereof with the US SEC or as otherwise indicated on the signature page hereto, the Shareholder is the sole and exclusive record and beneficial owner of the Subject Shares and has the sole and exclusive voting power and power of disposition with respect to the Subject Shares. Except as provided for in this Agreement: (A) the Shareholder owns the Subject Shares free and clear of all Liens and (B) except as disclosed in filings made on or prior to the date hereof with the US SEC or as otherwise indicated on the signature page hereto, none of the Subject Shares are subject to any voting agreement, voting trust or any other similar arrangement or restriction with respect to the only shares voting of Company capital stockthe Subject Shares (other than restrictions contained in the Seller’s Governing Documents imposed on a person who owns more than 20% of the Seller Shares and who has not obtained approval of the Board of Directors of Seller to be registered, or otherwise accepted, as a shareholder of Seller). (e) The Subject Shares, together with all other securities convertible into Company capital stockinto, or other rights in respect exchangeable or exercisable for, Seller Shares indicated as being legally or beneficially owned by the Shareholder on the signature page hereto, constitute all of Company capital stock (collectively, “Company Securities”) the equity securities of Seller owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) This Agreement has been duly and validly executed and delivered by the Shareholder and represents a valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally or laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (d) Except as noted on Annex A, the execution, delivery and performance of this Agreement by the Shareholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulation.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent Carlyle and Merger Sub thatVCIF as follows: (ia) The Shares listed on Annex Schedule A opposite the Shareholder’s name are the only lists all shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) and other equity interests owned of record or beneficially by the Shareholder in VCIF, designating any such shares or other equity interests that are restricted or otherwise subject to vesting requirements. Schedule A lists all options, warrants and other securities convertible into or exercisable or exchangeable for shares of capital stock and other equity interests in which VCIF owned of record or beneficially by the Shareholder has any interest; Shareholder. Schedule A further lists all Covered Shares that are subject to the Proportionate Voting Carveout (ii) except including the details of the applicable investment fund). Except as set forth on Annex Schedule A, the Shareholder does not own of record or beneficially (i) any voting securities or other equity interests in VCIF or any securities convertible into or exercisable or exchangeable for any such voting securities or other equity interests or (ii) any derivative securities or contracts the value of which are directly or indirectly tied to or derived from VCIF. The Shareholder does not own of record any Shares which are beneficially owned by a third Person. (b) Other than as contemplated by this Agreement, (i) the ShareholderShareholder is the record or beneficial owner of, and has good and valid title to, all of the Covered Shares, free and clear of all liensLiens, claims(ii) the Shareholder has sole voting power, charges sole dispositive power and encumbrances sole power to agree to all of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by the matters set forth in this Agreement, and none in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, (iii) such Covered Shares is are not subject to any voting trust agreement or other agreement Contract to which the Shareholder is a party restricting or arrangement otherwise relating to the voting or Transfer of such Covered Shares and (except as created by this Agreementiv) the Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to the voting of such Covered Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.. (bc) The Shareholder has full right, legal power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s its obligations hereunder, and such . The execution, delivery and performance of this Agreement by the Shareholder and the consummation by the Shareholder of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of the Shareholder and no other legal actions or proceedings on the part of the Shareholder are necessary therefor. (c) to authorize the execution and delivery by the Shareholder of this Agreement, the performance by the Shareholder of its obligations hereunder or the consummation by the Shareholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming due and represents valid authorization, execution and delivery by the other Parties, constitutes a legal, valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other moratorium or similar laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or laws relating to the availability of specific performance, injunctive relief, or other equitable remediesat law). (d) Except as noted for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on Annex A, the part of the Shareholder for the execution, delivery and performance of this Agreement by the Shareholder or the consummation by the Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by the Shareholder nor the consummation by the Shareholder of the transactions contemplated hereby nor compliance by the Shareholder with any of the provisions hereof will not constitute a (A) result in any breach or violation of, conflict or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a default under (i) Lien on any contractproperty or asset of the Shareholder pursuant to, understanding or arrangement any Contract to which the Shareholder is a party or by which the Shareholder or any property or asset of the Shareholder is bound or require the consent of affected or (B) violate any other person or any party pursuant thereto, (ii) any judgment, decree or order Law applicable to the Shareholder or any of the Shareholder’s properties or assets except, for breaches, violations or defaults that would not, individually or in the aggregate, materially impair the ability of the Shareholder to perform its obligations hereunder on a timely basis. (e) There is no Claim pending against the Shareholder or, to the knowledge of the Shareholder, any other Person or, to the knowledge of the Shareholder, threatened against the Shareholder or any other Person that restricts or prohibits (iiior, if successful, would restrict or prohibit) the exercise by any applicable lawParty of its rights under this Agreement or the performance by any Party of its obligations under this Agreement on a timely basis. (f) The Shareholder understands and acknowledges that each of Carlyle and VCIF is entering into the Transaction Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the representations, statutewarranties, rule or regulationcovenants and agreements of the Shareholder contained herein and would not enter into the Transaction Agreement if the Shareholder did not enter into this Agreement.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatPurchaser as of the date hereof as follows: (a) To the extent that the Shareholder is not an individual, the Shareholder is duly organized and validly existing under the laws of the jurisdiction in which it is organized and has full power and authority necessary to enable it to own the Subject Shares and to enter into this Agreement and to perform its obligations hereunder. (b) To the extent that the Shareholder is not an individual: (i) the Shareholder has full power and authority to execute this Agreement and to perform its obligations hereunder; and (ii) the execution and delivery by the Shareholder of this Agreement and the performance by the Shareholder of its obligations hereunder have been duly authorized by all necessary action and no such further action is required in connection therewith. The Shares listed on Annex A opposite Shareholder has duly executed and delivered this Agreement and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by principles of equity regarding the availability of remedies (whether in a proceeding at law or in equity). (c) The execution and delivery and performance by the Shareholder of this Agreement does not and will not: (i) conflict with or result in any violation of or default under (A) Applicable Law applicable to the Shareholder, (B) to the Shareholder’s name Knowledge, any Contract that the Shareholder is a party to or is otherwise bound, or (C) to the extent that the Shareholder is not an individual, the Shareholder’s Governing Documents or (ii) result in the creation of any Lien upon the Subject Shares (other than any Lien created by this Agreement). As used in this Section 1(c), the phrase “to the Shareholder’s Knowledge” means the knowledge that the executive officers and directors of Shareholder: (1) actually have and (2) would have obtained after reasonable investigation (whether or not any investigation was in fact conducted). (d) Except as disclosed in filings made on or prior to the date hereof with the US SEC or as otherwise indicated on the signature page hereto, the Shareholder is the sole and exclusive record and beneficial owner of the Subject Shares and has the sole and exclusive voting power and power of disposition with respect to the Subject Shares. Except as provided for in this Agreement: (A) the Shareholder owns the Subject Shares free and clear of all Liens and (B) except as disclosed in filings made on or prior to the date hereof with the US SEC or as otherwise indicated on the signature page hereto, none of the Subject Shares are subject to any voting agreement, voting trust or any other similar arrangement or restriction with respect to the only shares voting of Company capital stockthe Subject Shares (other than restrictions contained in the Seller’s Governing Documents imposed on a person who owns more than 20% of the Seller Shares and who has not obtained approval of the Board of Directors of Seller to be registered, or otherwise accepted, as a shareholder of Seller). (e) The Subject Shares, together with all other securities convertible into Company capital stockinto, or other rights in respect exchangeable or exercisable for, Seller Shares indicated as being legally or beneficially owned by the Shareholder on the signature page hereto, constitute all of Company capital stock (collectively, “Company Securities”) the equity securities of Seller owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) This Agreement has been duly and validly executed and delivered by the Shareholder and represents a valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally or laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (d) Except as noted on Annex A, the execution, delivery and performance of this Agreement by the Shareholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulation.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatSPAC as to itself as follows: (ia) The Shares listed on Annex A opposite the Shareholder’s name are Shareholder is the only shares record and beneficial owner (within the meaning of Company capital stockRule 13d-3 under the Exchange Act) of, securities convertible into Company capital stockand has good, or other rights in respect of Company capital stock (collectivelyvalid and marketable title to, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the ShareholderCovered Shares, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or Liens other agreement or arrangement (except than as created by this Agreement) with respect to Agreement and Permitted Liens. As of the voting of such date hereof, other than the Owned Shares; and (iii) , the Shareholder does not presently own beneficially or of record any options to purchase share capital of the Company (or rights to subscribe for or otherwise acquire any other shares securities convertible into share capital of Company Common Stock except as set forth in Annex A.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 and (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. (c) If the Shareholder is an entity, such Shareholder has been duly formed or incorporated and is validly existing in good standing (if the concept of good standing is applicable) under the laws of its jurisdiction of incorporation or formation, with the power and authority and all authorization and approval required by law to enter into, deliver and perform its obligations under this Agreement with respect to its Covered Shares. If such Shareholder is an individual, such Shareholder has the capacity, full legal right, power and authority and all authorization and approval required by law to execute enter into, deliver and deliver perform its obligations under this Agreement and with respect to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) its Shares. This Agreement has been duly and validly authorized, executed and delivered by the Shareholder and represents and, assuming that this Agreement constitutes a valid and legally binding obligation of the Shareholderother parties hereto, is enforceable against the such Shareholder in accordance with its terms, except as may be limited or otherwise affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and moratorium or other laws of general application affecting generally the enforcement of creditors’ rights generally or laws relating and subject to the availability general principles of specific performance, injunctive relief, or other equitable remediesequity. (d) Except as noted on Annex AOther 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 the Shareholder from, or to be given by the Shareholder to, or be made by the Shareholder with, any Governmental Entity in connection with the execution, delivery and performance by the Shareholder of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement. (e) The execution, delivery and performance of this Agreement by the Shareholder do not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement will not not, constitute or result in [(i) a breach or violation of, conflict or a default under, the limited liability company agreement or similar governing documents of the Shareholder,]1 (ii) with or result in 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 (i) 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 contract, understanding or arrangement applicable Law to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, subject or (iii) any applicable lawchange in the rights or obligations of any party under any Contract legally binding upon the Shareholder, statuteexcept, rule in the case of clause (ii) or regulation(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 Merger or the other transactions contemplated by the Business Combination Agreement. (f) As of the date of this Agreement, there is no action, proceeding or investigation pending 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 obligations under this Agreement. (g) The Shareholder understands and acknowledges that SPAC is 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. (h) 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 connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of the Shareholder. 1 NTD: To be included if the Shareholder is an entity.

Representations and Warranties of the Shareholder. The Director/Shareholder hereby represents and warrants to Parent and Merger Sub thatHCBF as follows: (ia) The Shareholder is the record and beneficial owner of the Shares. Such Shares listed on Annex A opposite constitute all of the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or and beneficially owned by the Shareholder or in which on the date of this Agreement. The Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free sole voting power and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject sole power to any voting trust or other agreement or arrangement (except as created by this Agreement) issue instructions with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as matters set forth in Annex A.Section 2, sole power of disposition, sole power to demand and waive appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) The Shareholder has full right, the power and authority to execute enter into and deliver this Agreement and to perform all of such the Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) under this Agreement. This Agreement has been duly and validly executed and delivered by the Shareholder and represents constitutes a legal, valid and legally binding obligation agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, except in each case as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency, reorganization, moratorium, insolvency and similar Laws affecting creditor’s rights and remedies generally. There is no beneficiary or holder of a voting trust certificate or other laws interest of general application affecting enforcement any trust of creditors’ rights generally or laws relating to which the availability of specific performance, injunctive reliefShareholder is a trustee, or any party to any other equitable remediesagreement or arrangement, whose consent is required for the execution and delivery of this Agreement or the consummation by the Shareholder of the transactions contemplated thereby. (d1) Except as noted on Annex ANo filing with, and no permit, authorization, consent or approval of, any governmental authority is necessary for the execution, execution and delivery and performance of this Agreement by the Shareholder, the consummation by the Shareholder will of the transactions contemplated hereby and the compliance by the Shareholder with the provisions hereof; and (2) none of the execution and delivery of this Agreement by the Shareholder, the consummation by the Shareholder of the transactions contemplated hereby or compliance by the Shareholder with any of the provisions hereof, except in cases in which any conflict, breach, default or violation described below would not constitute a violation ofinterfere with the ability of the Shareholder to perform the Shareholder’s obligations hereunder, shall (A) conflict with or result in any breach of any organizational documents applicable to the Shareholder, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under (ior give rise to any third party right of termination, cancellation, modification or acceleration) under, any contractof the terms, understanding conditions or arrangement provisions of any note, loan agreement, bond, mortgage, indenture, license or other contract of any kind, including, without limitation, any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which the Shareholder is a party or by which the Shareholder is or any of the Shareholder’s properties or assets may be bound or require (C) violate any order or Law applicable to the consent of any other person Shareholder or any party pursuant theretoof the Shareholder’s properties or assets. (d) Except as permitted by this Agreement or as set forth on Exhibit A to this Agreement, (ii) any judgmentthe Shares beneficially owned by the Shareholder and the certificates representing such Shares are now, decree or order applicable to and at all times during the term hereof will be, held by the Shareholder, or (iii) by a nominee or custodian for the benefit of the Shareholder, free and clear of all Liens, proxies, voting trusts or agreements, understandings or arrangements or any applicable lawother rights whatsoever, statute, rule except for any such Liens or regulationproxies arising hereunder and except for Liens created prior to the date hereof with respect to which the obligations secured thereby are not currently in default.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub the Company that: (i) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (ca) This Agreement has been duly and validly executed and delivered by the Shareholder and represents a is the legal, valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium. Such execution and delivery do not, and other laws performance of general application affecting enforcement this Agreement will not, (i) conflict with, violate or breach any order, judgment, injunction or decree of creditors’ rights generally any court, arbitrator, government or laws relating governmental agency or instrumentality against or binding on the Shareholder or by which any of his assets or properties are bound or affected, (ii) constitute a violation by the Shareholder of any law, rule, regulation, order, judgment or decree applicable to the availability Shareholder or by which any property or asset of specific performancethe Shareholder is bound or affected or (iii) conflict with, injunctive reliefviolate, breach or cause a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement or instrument to which the Shareholder is party or by which any of his assets or properties are bound or affected or result in the creation of a lien or other equitable remediesencumbrance on any of his Shares. (b) The Shareholder has had access to such information concerning the Company, its business and its financial condition as the Shareholder deemed necessary in connection with the transactions contemplated by this Agreement. (c) On the Closing Date, the Shareholder will have valid title to all of the Shares free and clear of any liens, charges or encumbrances, and such Shares will not be subject to any claims by virtue of rights, options, contracts, calls, agreements or otherwise. (d) Except as noted on Annex A, the execution, delivery and performance of this Agreement The sale by the Shareholder pursuant to this Agreement and the delivery of the certificate(s) representing the Shares to the Company will not constitute a violation oftransfer to the Company good and valid title to the Shares free and clear of all claims, conflict with liens, encumbrances, security interests, proxies, voting and other restrictions or result in a default under interests of any nature whatsoever. (e) The Shareholder acknowledges (i) any contract, understanding or arrangement to which that representatives of the Company have strongly recommended that the Shareholder is a party or by which engage separate counsel to represent the Shareholder is bound or require in connection with the consent negotiation of any other person or any party pursuant theretothis Agreement, and (ii) any judgmentthat the Shareholder has determined, decree or order applicable nevertheless, not to be represented by counsel in the negotiation of this Agreement. The Shareholder has made this decision in part based upon the extensive business and investment experience of Xxxxxxx X. Xxxxxxx, as well as the involvement of Xxxxxxx X. Xxxxx, a director and secretary of the Company, and a partner in the law firm of Xxxx, Xxxx & Xxxxx, counsel to the Company, in the negotiation and preparation of the Agreement and related documents, Xx. Xxxxx having had a long-standing personal and business relationship with Xx. Xxxxxxx; however, the Shareholder acknowledges that Xx. Xxxxx has been acting solely as a representative of the Company, and has not been representing the Shareholder's interests, or (iii) any applicable lawin such matters. The Shareholder represents that the Shareholder has read and fully understands this Agreement, statute, rule or regulationthe Warrant and the Promissory Note.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatthe Company as of the date hereof as follows: (ia) The Shares listed on Annex A opposite Shareholder is duly incorporated, validly existing and in good standing under the Shareholder’s name are laws of the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.Netherlands. (b) The Shareholder has full right, all requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement and to perform all of such Shareholder’s its obligations hereunder, . The execution and such execution, delivery by the Shareholder of this Agreement and the performance of its obligations hereunder have been duly authorized by all requisite necessary action of the Shareholder and no other legal proceedings are necessary therefor. (c) Shareholder, including the approval of its board of directors. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and represents a delivery of this Agreement by the Company, constitutes the legal, valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other similar laws of general application affecting the enforcement of creditors’ rights generally or laws relating and, as to the availability of specific performanceenforceability, injunctive relief, or other by general equitable remediesprinciples. (dc) Except as noted on Annex A, the execution, The execution and delivery and performance of this Agreement by the Shareholder and the performance of its obligations hereunder will not constitute or result in (i) a breach or violation of, conflict with or result in a default under (i) any contractunder, understanding or arrangement to which the Shareholder is a party or by which Organizational Documents of the Shareholder is bound or require the consent of any other person or any party pursuant thereto, Shareholder; (ii) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any judgmentobligations under, decree or order applicable to the creation of an encumbrance on any of the assets of the Shareholder (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation binding upon the Shareholder, ; or (iii) conflict with, breach or violate any law applicable lawto the Shareholder or by which its properties are bound or affected, statuteexcept, rule in the case of clauses (ii) and (iii) above, for any breach, violation, termination, default, creation, acceleration or regulationconflict that would not, individually or in the aggregate, reasonably be expected to impair the ability of the Shareholder to perform its obligations under this Agreement.

Representations and Warranties of the Shareholder. The Each Shareholder hereby represents and warrants (as to such Shareholder) to Parent and Merger Sub that: (ia) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite necessary action on the part of such Shareholder and no further proceedings or actions on the part of the Shareholder and no other legal proceedings are necessary thereforto authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (cb) This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming it has been duly and validly authorized, executed and delivered by the Shareholder and represents a other parties hereto, constitutes the valid and legally binding obligation agreement of the such Shareholder, enforceable against the such Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally or laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (dc) Except as noted on Annex A, the The execution, delivery and performance of this Agreement by the such Shareholder will does not constitute a violation of, (i) conflict with or violate any Law applicable to such Shareholder or its property or assets, (ii) result in any violation or breach of any provisions of, or constitute (with notice or lapse of time or both) a default under (i) any contract, understanding or arrangement contract to which the such Shareholder is a party or by which the Shareholder is bound its properties or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholderassets may be bound, or (iii) result in the creation of a Lien on any applicable lawSubject Shares beneficially owned by such Shareholder, statuteexcept, rule with respect to clauses (ii) and (iii), for such conflicts, violations, breaches or regulationdefaults that would not reasonably be expected to impair the ability of such Shareholder to perform its obligations hereunder. (d) As of the date hereof, such Shareholder is the beneficial owner of Subject Shares as set forth on Schedule A. (e) As of the date hereof, there is no action, proceeding or litigation pending against, or, to the knowledge of such Shareholder, threatened in writing against or affecting, the Shareholder or any of its properties or assets that would reasonably be expected to impair the ability of such Shareholder to perform its obligations hereunder.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatSPAC as to itself as follows: (ia) The Shares listed on Annex A opposite the Shareholder’s name are Shareholder is the only shares record and beneficial owner (within the meaning of Company capital stockRule 13d-3 under the Exchange Act) of, securities convertible into Company capital stockand has good, or other rights in respect of Company capital stock (collectivelyvalid and marketable title to, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the ShareholderCovered Shares, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or Liens other agreement or arrangement (except than as created by this Agreement) with respect to Agreement and Permitted Liens. As of the voting of such date hereof, other than the Owned Shares; and (iii) , the Shareholder does not presently own beneficially or of record any options to purchase share capital of the Company (or rights to subscribe for or otherwise acquire any other shares securities convertible into share capital of Company Common Stock except as set forth in Annex A.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 and (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. (c) If the Shareholder is an entity, such Shareholder has been duly formed or incorporated and is validly existing in good standing (if the concept of good standing is applicable) under the laws of its jurisdiction of incorporation or formation, with the power and authority and all authorization and approval required by law to enter into, deliver and perform its obligations under this Agreement with respect to its Covered Shares. If such Shareholder is an individual, such Shareholder has the capacity, full legal right, power and authority and all authorization and approval required by law to execute enter into, deliver and deliver perform its obligations under this Agreement and with respect to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) its Shares. This Agreement has been duly and validly authorized, executed and delivered by the Shareholder and represents and, assuming that this Agreement constitutes a valid and legally binding obligation of the Shareholderother parties hereto, is enforceable against the such Shareholder in accordance with its terms, except as may be limited or otherwise affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and moratorium or other laws of general application affecting generally the enforcement of creditors’ rights generally or laws relating and subject to the availability general principles of specific performance, injunctive relief, or other equitable remediesequity. (d) Except as noted on Annex AOther 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 the Shareholder from, or to be given by the Shareholder to, or be made by the Shareholder with, any Governmental Entity in connection with the execution, delivery and performance by the Shareholder of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement. (e) The execution, delivery and performance of this Agreement by the Shareholder do not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement will not not, constitute or result in [(i) a breach or violation of, conflict or a default under, the limited liability company agreement or similar governing documents of the Shareholder,]1 (ii) with or result in 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 (i) 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 contract, understanding or arrangement applicable Law to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, subject or (iii) any applicable lawchange in the rights or obligations of any party under any Contract legally binding upon the Shareholder, statuteexcept, rule in the case of clause (ii) or regulation(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 Merger or the other transactions contemplated by the Business Combination Agreement. (f) As of the date of this Agreement, there is no action, proceeding or investigation pending 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 obligations under this Agreement. (g) The Shareholder understands and acknowledges that SPAC is 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. 1 NTD: To be included if the Shareholder is an entity. (h) 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 connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of the Shareholder.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent Crane that: (a) the execution, delivery and Merger Sub that: (i) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially performance by the Shareholder of this Agreement will not conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which the Shareholder has any interestis bound, other than consents, waivers and approvals the absence of which would not reasonably be expected to have an adverse effect on the Shareholder's ability to perform his or her obligations hereunder and except for such conflicts, breaches or defaults which would not reasonably be expected to have an adverse effect on the Shareholder's ability to perform his or her obligations hereunder; (iib) except as set forth on Annex Athis Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, such Shares are owned by valid and binding obligation of the Shareholder, free enforceable against the Shareholder in accordance with its terms, subject to the effect of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance and clear of all liens, claims, charges similar laws relating to or affecting creditors' rights generally and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreementcourt decisions with respect thereto, and none of such Shares is subject to any voting trust the application of equitable principles and the discretion of the court (regardless of whether the enforceability is considered in a proceeding in equity or other agreement at law); (c) the Shareholder is the sole owner of or arrangement (except as created by this Agreement) with respect has the sole right to vote the voting Shares and the Shares represent all shares of such Shares; Common Stock which the Shareholder is the sole owner of or has the sole right to vote at the date hereof, and (iii) the Shareholder does not presently own have any options right to purchase acquire, nor is he or rights to subscribe for or otherwise acquire she the "beneficial owner" (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of, any other shares of any class of capital stock of the Company Common Stock except as set forth in Annex A. or any securities convertible into or exchangeable or exercisable for any shares of any class of capital stock of the Company (bother than shares subject to options or other rights granted by the Company); (d) The the Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s his or her obligations hereunder; and (e) the Shareholder owns the Shares free and clear of all liens, claims, pledges, charges, proxies, restrictions, encumbrances, proxies, voting trusts and such executionvoting agreements of any nature whatsoever, delivery other than restrictions upon resale which may be imposed by federal or state securities laws and performance have been duly authorized other than as provided by all requisite action this Agreement. The representations and warranties contained herein shall be made as of the Shareholder date hereof and, with respect to the representations and no other legal proceedings are necessary therefor. warranties set forth in clauses (c) This Agreement has been duly and validly executed and delivered by the Shareholder and represents a valid and legally binding obligation of the Shareholder), enforceable against the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally or laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (d) Except as noted on Annex A, the execution, delivery and performance (e) of this Agreement by Section 6, as of each day from the Shareholder will not constitute a violation of, conflict with date hereof through and including the earlier to occur of the date that is six months after the Expiration Date or result in a default under (i) any contract, understanding or arrangement to which the Shareholder is a party or by which date of the Shareholder is bound or require the consent consummation of any other person or any party pursuant thereto, (iitransfer of Shares permitted by Section 3(a) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulationhereof.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub Pembina that: (i) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iiia) the Shareholder does not presently own any options is of the age of majority and has the necessary capacity to purchase or rights enter into this Agreement and to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.complete the transactions contemplated hereby; (b) The the Shareholder has full right, power and authority is duly authorized to execute and deliver this Agreement and, assuming the due execution and to perform all delivery of such Shareholder’s obligations hereunderthis Agreement by Pembina, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) This this Agreement has been duly and validly executed and delivered by the Shareholder and represents is a valid and legally binding obligation of the Shareholderagreement, enforceable against the Shareholder in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, insolvency and other laws affecting the rights of general application affecting enforcement creditors generally and except that equitable remedies such as specific performance and injunction may be granted only in the discretion of creditors’ rights generally or laws relating to a court of competent jurisdiction), and neither the availability of specific performance, injunctive relief, or other equitable remedies. (d) Except as noted on Annex A, the execution, delivery and performance execution of this Agreement by the Shareholder nor the completion by the Shareholder of the transactions contemplated hereby will not constitute a violation ofof or default under, or conflict with or result in a default under (i) with, any contract, understanding commitment, agreement, understanding, arrangement or arrangement restriction of any kind to which the Shareholder is a party or by which the Shareholder is bound bound; (c) as of the date hereof: (i) the Shareholder is the legal and beneficial owner of, or require the consent beneficial owner exercising control and direction over, all of the Subject Shares free and clear of any other person or any party pursuant thereto, Encumbrances; (ii) the Subject Shares are the only voting securities of Inter Pipeline owned, directly or indirectly, or over which control or direction is exercised by the Shareholder; (iii) the Shareholder has sole dispositive power and the sole power to agree to the matters set forth in this Agreement with respect to the Subject Shares; (iv) none of the Subject Shares are subject to any judgmentagreement, decree arrangement or order applicable restriction with respect to the voting thereof, except as contemplated by this Agreement; and (v) 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 or transfer to the Shareholder of additional securities of Inter Pipeline; (d) there is no claim, action, lawsuit or other legal proceeding in progress or pending or, to the knowledge of the Shareholder, threatened against it or any of its Affiliates that adversely affects the Shareholder's ability to enter into this Agreement and perform its obligations hereunder, or its title to any of the Subject Shares; (iiie) the Subject Shares have not been tendered to the Existing Bid and the Shareholder has no agreement or understanding to tender the Subject Shares to the Existing Bid; (f) there is no proxy in existence with respect to any of the Subject Shares, except for a proxy given or caused to be given by the Shareholder in accordance with this Agreement; and (g) no Person has any agreement or option, or any right or privilege (whether by applicable lawLaws, statutepre-emptive or contractual) capable of becoming an agreement or option, rule for the purchase, acquisition, transfer or regulationexercise of any right (including to vote or grant a proxy) in respect of, any of the Subject Shares or any interest therein or right thereto, other than as contemplated by this Agreement and the Arrangement Agreement.

Representations and Warranties of the Shareholder. 9.1 The Shareholder hereby represents and warrants to Parent the Corporation and Merger Sub the Voting Trustee and acknowledges that the Corporation and the Voting Trustee are relying thereon, notwithstanding any investigation by the Corporation and the Voting Trustee or otherwise, that: (ia) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by if the Shareholder or in which is a corporation, the Shareholder is a valid and subsisting corporation, has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power necessary corporate capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has taken all of such Shareholder’s obligations hereundernecessary corporate action in respect thereof, and such executionor, delivery and performance have been duly authorized by all requisite action of if the Shareholder is a partnership, syndicate, trust or other form of unincorporated organization or an individual, the Shareholder has the necessary legal capacity and no other legal proceedings are authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary therefor.approvals in respect thereof; (b) if the Shareholder is an individual, the Shareholder has attained the age of majority and is legally competent to execute this Agreement and to take all actions required pursuant hereto; (c) This if the Shareholder is acting as trustee or agent on behalf of a beneficial shareholder, the Shareholder is the duly authorized trustee or agent of such beneficial shareholder with due and proper power and authority to execute and deliver, on behalf of each such beneficial shareholder, this Agreement and all other documentation in connection herewith, to agree to the terms and conditions herein set out and to make the representations, warranties, acknowledgements and covenants herein contained, all as if each such beneficial shareholder were the Shareholder and the Shareholder’s actions as trustee or agent are in compliance with applicable law; FORM DO NOT COPY (d) this Agreement has been duly and validly authorized, executed and delivered by the Shareholder by, and represents constitutes a valid legal, valid, binding and legally binding enforceable obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditor rights generally and other laws by the effect of general application affecting principles of equity (regardless of whether enforcement of creditors’ rights generally is considered in proceedings in equity or laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.at law); (de) Except as noted on Annex A, the execution, delivery and performance of this Agreement by the Shareholder will not constitute a violation violate any provision or requirement of any law or contractual obligation of the Shareholder; and (f) no consent or authorization of filing with, or other act by or in respect of, conflict with any arbitrator or result in a default under (i) any contract, understanding or arrangement to which the Shareholder is a party or by which the Shareholder is bound or require the governmental authority and no consent of any other person is required in connection with the execution, delivery, performance, validity or any party pursuant theretoenforceability of this Agreement, (ii) any judgment, decree except for such as have been obtained or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulationmade and are in full force and effect.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatSPAC as to itself as follows: (ia) The Shares listed on Annex A opposite the Shareholder’s name are Shareholder is the only shares record and beneficial owner (within the meaning of Company capital stockRule 13d-3 under the Exchange Act) of, securities convertible into Company capital stockand has good, or other rights in respect of Company capital stock (collectivelyvalid and marketable title to, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the ShareholderCovered Shares, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or Liens other agreement or arrangement (except than as created by this Agreement) with respect to Agreement and Permitted Liens. As of the voting of such date hereof, other than the Owned Shares; and (iii) , the Shareholder does not presently own beneficially or of record any options to purchase share capital of the Company (or rights to subscribe for or otherwise acquire any other shares securities convertible into share capital of Company Common Stock except as set forth in Annex A.the Company). (b) The Shareholder (i) except as provided in this Agreement, has full rightvoting power, full power of disposition and authority full power to execute and deliver 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 perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary thereforthis 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 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 consummate the transactions contemplated hereby.1] This Agreement has been duly and validly executed and delivered by the Shareholder and represents constitutes a valid and legally binding obligation agreement of the Shareholder, Shareholder enforceable against the Shareholder in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium and other laws of general application similar Laws affecting enforcement of creditors’ rights generally or laws relating and subject, as to the availability enforceability, to general principles of specific performance, injunctive relief, or other equitable remediesequity. (d) Except as noted on Annex AOther 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 the Shareholder from, or to be given by the Shareholder to, or be made by the Shareholder with, any Governmental Entity in connection with the execution, delivery and performance by the Shareholder of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement. (e) The execution, delivery and performance of this Agreement by the Shareholder do not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement will not not, constitute or result in [(i) a breach or violation of, conflict or a default under, the limited liability company agreement or similar governing documents of the Shareholder,2] (ii) with or result in 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 (i) 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 contract, understanding or arrangement applicable Law to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, subject or (iii) any applicable lawchange in the rights or obligations of any party under any Contract legally binding upon the Shareholder, statuteexcept, rule in the case of clause (ii) or regulation(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 Merger or the other transactions contemplated by the Business Combination Agreement. (f) As of the date of this Agreement, there is no action, proceeding or investigation pending 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 obligations under this Agreement. 1 NTD: To be included if the Shareholder is an entity. 2 NTD: To be included if the Shareholder is an entity. (g) The Shareholder understands and acknowledges that SPAC is 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. (h) 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 connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of the Shareholder.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent the Offeror and Merger Sub Haworth that: (ia) The the Shareholder is the beneficial owner of or exercises control and direction over the Shares listed and Options set forth on Annex A opposite the Shareholder’s name execution page of this Agreement and the Shares and Options are the only shares of Company capital stocknot subject to any security interest, securities convertible into Company capital stocklien, encumbrance or other rights in respect of Company capital stock charge (collectively, “Company Securities”a "Lien"), except for Liens that will be discharged prior to take up of Shares pursuant to the Offer; (b) owned of record or beneficially by the Shareholder or in which the Shareholder has the right, pursuant to Options, to acquire beneficial ownership of the Option Shares; (c) no person, firm or corporation has any interest; agreement, option or right (iiwhether by law, pre-emptive or contractual) except capable of becoming an agreement or option to acquire any of the Shares, the Options or the Option Shares or any interest therein, other than as set forth on Annex A, such contemplated by this Agreement. (d) the transfer of the Shares are owned by and the ShareholderOption Shares to the Offeror will pass good and marketable title to the Shares and the Option Shares, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement Liens; (except as created by this Agreement) with respect to the voting of such Shares; and (iiie) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, the requisite power and authority to execute and deliver enter into this Agreement and to perform all of such Shareholder’s his or its obligations hereunder; (f) if the Shareholder is a corporation, the execution and such executiondelivery of this Agreement by the Shareholder and the consummation by the Shareholder of the transactions contemplated by this Agreement have, delivery and performance have if necessary, been duly authorized by all requisite action the board of directors of the Shareholder and no other legal corporate proceedings on the part of the Shareholder are necessary therefor.to authorize this Agreement and the transactions contemplated hereby; (cg) This this Agreement has been duly and validly executed and delivered by the Shareholder and represents constitutes a valid and legally binding obligation of the Shareholder, enforceable by the Offeror against the Shareholder in accordance with its terms, except as may be limited by subject to bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, moratorium and other laws of general application relating to or affecting enforcement of creditors’ ' rights generally or laws relating and to the availability general principles of specific performance, injunctive relief, or other equitable remedies.equity; (dh) Except as noted on Annex A, the execution, execution and delivery and performance by the Shareholder of this Agreement and the performance by the Shareholder of his or its obligations hereunder will not constitute a violation of, conflict with or result in a default under violation or breach of any provision of: (i) any contract, understanding or arrangement to which if the Shareholder is a party corporation, the Shareholder's articles or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, by-laws; or (ii) any judgmentlaw, regulation, order, judgment or decree or order applicable to the Shareholder; other than any such violations or breaches that will not, individually or in the aggregate, have an adverse effect on the ability of the Shareholder to fulfil his or its obligations under this Agreement; and (i) no authorization, consent or approval of, or (iii) filing with, any applicable lawpublic body, statute, rule court or regulationauthority is necessary for the fulfilment by the Shareholder of his or its obligations under this Agreement.

Representations and Warranties of the Shareholder. The Shareholder hereby ------------------------------------------------- represents and warrants to the Parent and Merger the Sub thatas follows: (ia) The Shares listed on Annex A opposite Shareholder is the Shareholder’s name are beneficial owner of, and has good and marketable title to, all of the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the ShareholderShares, free and clear of all liensany mortgage, claimspledge, charges and encumbrances of any kind whatsoever except for lienshypothecation, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreementclaim, and none of such Shares is subject to any 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 agreement or arrangement (except as created by this Agreement) with respect rights of others, including any restriction on the right to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for vote, sell or otherwise acquire any other shares dispose of Company Common Stock the Shares (each, an "Encumbrance"), except as set forth in Annex A.this Agreement. (b) Except for the Shares and the Options, 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 is the Shareholder subject to any contract, commitment, arrangement, understanding or relationship, other than this Agreement, that allows or obligates him to vote or acquire any shares of Common Stock or other securities of the Company. The Shareholder holds exclusive power to vote the Shares and has full rightnot granted a proxy to any Person to vote the Shares, power except as provided in this Agreement. (c) The Shareholder is competent to and authority has sufficient capacity to execute and deliver this Agreement and to perform all of such the Shareholder’s 's obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) . This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and represents delivery of this Agreement by the Parent and the Sub, is a valid and legally binding obligation of the Shareholder, Shareholder enforceable against the Shareholder in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally or and (ii) laws relating to the availability of specific performance, injunctive relief, relief or other equitable remedies. (d) Except as noted on Annex A, Neither the execution, execution and delivery and performance of this Agreement by the Shareholder nor the performance by the Shareholder of the Shareholder's obligations hereunder will not conflict with, result in a violation or breach of, or constitute a violation ofdefault (or an event that, conflict 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 a default the creation of any Encumbrance on any of the Shares under (i) any contract, understanding commitment, agreement, understanding, arrangement or arrangement restriction of any kind to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any injunction, judgment, decree writ, decree, order or order ruling applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulation.

Representations and Warranties of the Shareholder. The Each Shareholder hereby severally represents and warrants in favour of all other parties to Parent and Merger Sub this Agreement that: (ia) The at the date hereof and all material times following the issuance of the Deposited Shares listed on Annex A to the Shareholders, the Shareholder owns beneficially and of record the Deposited Shares set forth opposite the such Shareholder’s name in Schedule "A" of this Agreement, and has good and marketable title to such Deposited Shares, such Deposited Shares are not subject to any Encumbrance, other than pursuant to the only shares terms of Company capital stockthe Shareholders’ Agreement, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in to which the Shareholder is party to by virtue of a duly executed and accepted accession thereto, delivered to the Corporation, and no Person has any interestrights to become a holder of or to possess any of the Deposited Shares; (b) if the Shareholder is a natural person: (i) he or she has the capacity to enter into and give full effect to this Agreement; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free he or she has duly executed and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by delivered this Agreement, and none this Agreement constitutes a legal, valid and binding obligation against him or her in accordance with its terms, subject only to bankruptcy, insolvency, liquidation, reorganization, moratorium and other similar laws generally affecting the enforcement of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect creditors’ rights, and to the voting of fact that equitable remedies, such Sharesas specific performance and injunction, are discretionary remedies; and (iii) the Shareholder does not presently own any options to purchase execution and delivery by him or rights to subscribe for or otherwise acquire any other shares her of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunderAgreement, and such executionthe performance of his or her obligations under this Agreement, delivery do not and performance have been duly authorized will not breach or result in a default under any contract or covenant by all requisite action of the Shareholder and no other legal proceedings are necessary therefor.which he or she is bound; and (c) This if the Shareholder is a corporation or a trust: (i) it is a corporation duly incorporated or a trust duly constituted (as applicable) and existing under the laws of the jurisdiction of its incorporation, amalgamation, continuance or formation 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 and validly authorized, executed and delivered by the Shareholder such Shareholder, and represents this Agreement constitutes a legal, valid and legally binding obligation of the Shareholder, enforceable against the Shareholder it in accordance with its terms, except as may be limited by subject only to bankruptcy, insolvency, liquidation, reorganization, moratorium, moratorium and other similar laws of general application generally affecting the enforcement of creditors’ rights generally or laws relating rights, and to the availability of fact that equitable remedies, such as specific performanceperformance and injunction, injunctive reliefare discretionary remedies; (iii) no authorization, consent, permit or approval of, exemption or other action by, filing with, or notice to, any governmental authority or other equitable remedies. (d) Except as noted on Annex A, Person is required in connection with the execution, execution and delivery and performance 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, and the Shareholder performance of its obligations under this Agreement, do not and will not constitute a violation of, conflict with breach or result in a default under under: (iA) any contractof its constating documents; (B) any law, understanding statute or arrangement regulation to which the Shareholder it is a party subject; or (C) any contract or covenant by which the Shareholder it is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulationbound.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatthe Purchaser as follows: (i) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which is the legal, record and beneficial owner of the Option Shares, subject to no Lien, but subject to the terms and conditions of the Brookdale Documents; (ii) the Shareholder has any interest; (ii) except as set forth on Annex Afull corporate power, such Shares are owned by the Shareholder, free authority and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority legal right to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor.Agreement; (ciii) This this Agreement has been duly and validly executed and delivered by the Shareholder and represents constitutes a legal, valid and legally binding obligation of the Shareholder, Shareholder enforceable against the Shareholder it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and moratorium or other similar laws of general application affecting the enforcement of creditors’ ' rights generally or laws relating to the availability of specific performance, injunctive relief, or other and by general equitable remedies.principles; (div) Except as noted on Annex A, neither the execution, execution and delivery and performance of this Agreement by the Shareholder of this Agreement, nor, subject to the Purchaser's compliance with applicable federal and state securities laws with respect to the Purchaser's purchase of any of the Option Shares, the consummation of the transactions herein contemplated or compliance with the terms and provisions hereof will not constitute a violation of, conflict with or result in a default under breach of, or require any consent (iexcept such as has been obtained) under, any contractapplicable law or regulation, understanding or arrangement any order, writ, injunction or decree of any Governmental Authority or any Brookdale Document, or any material agreement or instrument to which the Shareholder is a party or by which the Shareholder it is bound or require to which it is subject, or constitute a default under any such agreement or instrument, or result in the consent creation or imposition of any other person or Lien upon any party of the assets of the Shareholder pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholderterms of any such agreement or instrument; and (v) Upon payment for the Option Shares pursuant to the Option, the Purchaser will acquire good, legal and marketable title to the Option Shares, free and clear of all claims, liens, charges or (iii) any applicable lawencumbrances not created by or through the Purchaser, statute, rule or regulationbut subject to the terms and provisions of the Brookdale Documents.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatExcel as follows: (ia) The Schedule I sets forth the number of Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, is the record or beneficial owner. Such Shareholder is the lawful owner of such Shares are owned by the ShareholderShares, free and clear of all liens, claimscharges, charges and encumbrances of any kind whatsoever except for liensencumbrances, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreementshareholders agreements, and none of voting agreements, agreements to transfer such Shares and commitments of every kind to which the Shareholder is subject a party, other than this Agreement and as disclosed in Schedule I and has the sole power to any voting trust vote (or other agreement or arrangement (except as created by this Agreement) with respect cause to the voting of such Shares; and (iiibe voted) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except Shares as set forth in Annex A.this Agreement and the Consent. Except as set forth on such Schedule I, neither the Shareholder nor any of its Affiliates owns or holds any rights to acquire any additional common shares or other securities of the capital stock of the Corporation or any interest therein or any voting rights with respect to any additional common shares or any other securities of the capital stock of the Corporation. (b) The Shareholder has full right, power and authority to execute and deliver this This Agreement and to perform all the Consent have been duly executed and delivered by a duly authorized officer of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) This Agreement has been duly and validly executed and delivered by the Shareholder and represents a Consent constitute valid and legally binding obligation agreements of the Shareholder, enforceable against the such Shareholder in accordance with its their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or similar laws relating to the availability or affecting creditors generally by general equity principles (regardless of specific performance, injunctive relief, whether enforceability is considered in a proceeding in equity or other equitable remediesat law) or by an implied covenant of good faith and fair dealing. (d) Except as noted on Annex A, the execution, The execution and delivery and performance of this Agreement and the Consent by the Shareholder do not violate or breach, and will not constitute a give rise to any violation ofor breach, conflict of such Shareholder's charter, by-laws, trust instrument or partnership agreement, to the extent applicable or, except as will not materially impair (x) the ability of such Shareholder to effectuate, carry out or comply with all of the terms of this Agreement or result in a default under (iy) its business activities, any contractLaw, understanding third party consent, Governmental Entity approval or arrangement to which the Shareholder is a party or Contract by which the such Shareholder is bound or require the consent of any other person its properties or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulationassets may be bound.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatExcel as follows: (ia) The Schedule I sets forth the number of Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, is the record or beneficial owner. Such Shareholder is the lawful owner of such Shares are owned by the ShareholderShares, free and clear of all liens, claimscharges, charges and encumbrances of any kind whatsoever except for liensencumbrances, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreementshareholders agreements, and none of voting agreements, agreements to transfer such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect and, to the voting actual knowledge of such Shares; the Shareholder, commitments of every other kind, to which the Shareholder is a party, other than this Agreement and as disclosed in Schedule I and has the sole power to vote (iiior cause to be voted) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except Shares as set forth in Annex A.this Agreement and the Consent. Except as set forth on such Schedule I, neither the Shareholder nor any of its Affiliates owns or holds any rights to acquire any additional common shares or other securities of the capital stock of the Corporation or any interest therein or any voting rights with respect to any additional common shares or any other securities of the capital stock of the Corporation. (b) The Shareholder has full right, power and authority to execute and deliver this This Agreement and to perform all the Consent have been duly executed and delivered by a duly authorized officer of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) This Agreement has been duly and validly executed and delivered by the Shareholder and represents a Consent constitute valid and legally binding obligation agreements of the Shareholder, enforceable against the such Shareholder in accordance with its their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or similar laws relating to the availability or affecting creditors generally by general equity principles (regardless of specific performance, injunctive relief, whether enforceability is considered in a proceeding in equity or other equitable remediesat law) or by an implied covenant of good faith and fair dealing. (d) Except as noted on Annex A, the execution, The execution and delivery and performance of this Agreement and the Consent by the Shareholder do not violate or breach, and will not constitute a give rise to any violation ofor breach, conflict of such Shareholder's charter, by-laws, trust instrument or partnership agreement, to the extent applicable or, except as will not materially impair (x) the ability of such Shareholder to effectuate, carry out or comply with all of the terms of this Agreement or result in a default under (iy) its business activities, any contractLaw, understanding third party consent, Governmental Entity approval or arrangement to which the Shareholder is a party or Contract by which the such Shareholder is bound or require the consent of any other person its properties or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulationassets may be bound.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatthe Company as of the date hereof as follows: (ia) The Shares listed on Annex A opposite Shareholder is duly incorporated, validly existing and in good standing under the Shareholder’s name are laws of the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.Netherlands. (b) The Shareholder has full right, all requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement and to perform all of such Shareholder’s its obligations hereunder, . The execution and such execution, delivery by the Shareholder of this Agreement and the performance of its obligations hereunder have been duly authorized by all requisite necessary action of the Shareholder and no other legal proceedings are necessary therefor. (c) Shareholder, including the approval of its board of directors. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and represents a delivery of this Agreement by the Company, constitutes the legal, valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other similar laws of general application affecting the enforcement of creditors’ ' rights generally or laws relating and, as to the availability of specific performanceenforceability, injunctive relief, or other by general equitable remediesprinciples. (dc) Except as noted on Annex A, the execution, The execution and delivery and performance of this Agreement by the Shareholder and the performance of its obligations hereunder will not constitute or result in (i) a breach or violation of, conflict with or result in a default under (i) any contractunder, understanding or arrangement to which the Shareholder is a party or by which Organizational Documents of the Shareholder is bound or require the consent of any other person or any party pursuant thereto, Shareholder; (ii) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any judgmentobligations under, decree or order applicable to the creation of an encumbrance on any of the assets of the Shareholder (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation binding upon the Shareholder, ; or (iii) conflict with, breach or violate any law applicable lawto the Shareholder or by which its properties are bound or affected, statuteexcept, rule in the case of clauses (ii) and (iii) above, for any breach, violation, termination, default, creation, acceleration or regulationconflict that would not, individually or in the aggregate, reasonably be expected to impair the ability of the Shareholder to perform its obligations under this Agreement.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent Parent, Merger Sub and Merger Sub that2 as follows: (i) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (ba) The Shareholder has full right, all requisite power and authority to execute and deliver this Agreement and to perform all of such the Shareholder’s obligations hereunder, and such under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and represents and, assuming this Agreement constitutes a valid and legally binding obligation of Parent, Merger Sub and Merger Sub 2, constitutes a valid and binding obligation of the Shareholder, Shareholder enforceable against the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other subject to (i) laws of general application affecting enforcement of creditors’ rights generally or laws relating to bankruptcy, insolvency and the availability relief of debtors, and (ii) rules of law governing specific performance, injunctive relief, or relief and other equitable remedies. If the Shareholder is married on the date of this Agreement, the Shareholder’s spouse shall execute and deliver to the Company a spousal consent in the form of Exhibit A hereto (“Spousal Consent”), effective on the date hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in the Shareholder’s Securities that do not otherwise exist by operation of law or the agreement of the parties. (db) Except The Securities and the certificates (or any book-entry notations used to represent any uncertificated shares of Company Common Stock) representing the Securities are now, and at all times during the term hereof will be, held by the Shareholder, or by a nominee or custodian for the benefit of the Shareholder, and the Shareholder has valid title to the Securities, free and clear of any Liens (including voting trusts and voting commitments), except as noted on Annex Awould not limit the Shareholder’s ability to vote the Securities in the manner provided herein and except as provided by this Agreement. As of the date of this Agreement, the executionShareholder does not own of record or beneficially any securities of the Company, or any options, warrants or rights exercisable for securities of the Company, other than the Securities set forth on the signature page of this Agreement. The Shareholder has full power to vote the Securities as provided herein. Neither the Shareholder nor any of the Securities is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting or disposition of the Securities, except as would not limit the Shareholder’s ability to vote the Securities in the manner provided herein and except as otherwise contemplated by this Agreement or the Merger Agreement. (i) No filing with, and no permit, authorization, consent or approval of any state, federal or foreign governmental authority is necessary on the part of the Shareholder for the execution and delivery and performance of this Agreement by the Shareholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which and the performance by the Shareholder is a party or by which of the Shareholder is bound or require the consent of any other person or any party pursuant thereto, Shareholder’s obligations under this Agreement and (ii) any judgment, decree or order applicable to neither the execution and delivery of this Agreement by the Shareholder nor the performance by the Shareholder of the Shareholder, ’s obligations under this Agreement nor compliance by the Shareholder with any of the provisions hereof shall (x) result in the creation of an encumbrance on any of the Securities or (iiiy) violate any applicable laworder, writ, injunction, decree, statute, rule or regulationregulation applicable to the Shareholder or any of the Securities, except in the case of (x) or (y) for violations, breaches or defaults that would not in the aggregate materially impair the ability of the Shareholder to perform its obligations hereunder. (d) As of the date hereof, there is no Action pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder and/or any of its Affiliates before or by any Governmental Entity that would reasonably be expected to impair the ability of the Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby in a timely manner. (e) The Shareholder understands and acknowledges that Parent, Merger Sub and Merger Sub 2 are entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatQuantum as follows: (ia) The Shareholder is the sole record owner and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, or has a valid proxy to vote, the Shareholder’s Covered Shares, free and clear of any Liens (other than as created by this Agreement or the Governing Documents of the Company). As of the date hereof, other than the Covered Shares listed on Annex A set forth opposite the Shareholder’s name are the only shares of Company capital stockon Schedule 1, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own beneficially or of record any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.(or any securities convertible into shares of Company Stock) or any interest therein. (b) The Shareholder Shareholder, except as provided in this Agreement or the Governing Documents of the Company, (i) has full rightvoting power, full power of disposition and authority full power to execute issue instructions with respect to the matters set forth herein, whether by ownership or by proxy, in each case, with respect to the Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust, and deliver this Agreement has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to perform all any of such the Shareholder’s Covered Shares, that is inconsistent with the Shareholder’s obligations hereunderpursuant 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 executionproxy or power of attorney in effect, delivery and performance have been duly authorized by all requisite action (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 the Shareholder and no other legal proceedings are necessary thereforany such agreement or undertaking. (c) The Shareholder affirms that it (A) is 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 to, 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. This Agreement has been duly and validly executed and delivered by the Shareholder and, subject to the due execution and represents delivery of this Agreement by each of the Company and Quantum, constitutes a legally valid and legally binding obligation agreement of the Shareholder, Shareholder enforceable against the Shareholder in accordance with its terms, the terms hereof (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and bankruptcy Laws or other laws of general application similar Laws affecting enforcement of creditors’ rights generally or laws relating to and general principles of equity affecting the availability of specific performance, injunctive relief, or performance and other equitable remedies). (d) Except Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act and the Financial Instruments and Exchange Act of Japan (Act No. 25 of April 13, 1948, as noted on Annex Aamended), no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Shareholder from, or to be given by the Shareholder to, or to be made by the Shareholder with, any Governmental Authority in connection with the execution, delivery and performance by the Shareholder of this Agreement, the consummation of the transactions contemplated hereby or the Transactions. (e) The execution, delivery and performance of this Agreement by the Shareholder does not, and the consummation of the transactions contemplated hereby and the Transactions will not not, constitute or result in (i) a breach or violation of, conflict with or result in a default under, the Governing Documents of the Shareholder, (ii) 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 (i) 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 contract, understanding or arrangement applicable Law to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant theretosubject, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any change in the rights or obligations of any party under any Contract legally binding upon the Shareholder or (iv) any violation of applicable lawLaw, statuteexcept, rule in the case of clauses (ii), (iii) or regulation(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 Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby or the Transactions. (f) As of the date of this Agreement, there is no Action pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that, in any manner, questions the beneficial or record ownership of the Shareholder’s Covered Shares or the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by the Shareholder of its obligations under this Agreement. (g) Except as described on Section 6.23 of the Company Disclosure Letter, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by the Shareholder, for which the Company or any of its Affiliates may become liable. (h) The Shareholder understands and acknowledges that Quantum is 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.

Representations and Warranties of the Shareholder. The Shareholder Each of the ------------------------------------------------- Shareholders hereby represents and warrants to Parent Purchaser, severally and Merger Sub thatnot jointly, as follows: (ia) The Such Shareholder is the beneficial owner of the Common Shares listed (as may be adjusted from time to time pursuant to Section 6 hereof, the "Shares") set ------ forth opposite its name on Annex A opposite the Shareholder’s name I to this Agreement. Such Shares are the only shares held of Company capital stockrecord, securities convertible into Company capital stockin each case, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the such Shareholder or in which by a nominee or custodian of such Shareholder. On the date hereof, the Shares opposite such Shareholder's name constitute all of the Shares owned by such Shareholder. Such Shareholder has any interest; the exclusive right to vote or dispose of (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to exercise the voting of or disposition of) such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.. (b) The If such Shareholder is a corporation, general partnership, limited partnership, limited liability company, collective investment trust or separate account, as the case may be, such Shareholder is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization. Such Shareholder has full right, all requisite power and authority to execute and deliver enter into this Agreement and to perform consummate the transactions contemplated hereby and has taken all of such Shareholder’s obligations hereundercorporate, and such partnership or other action necessary to authorize the execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) this Agreement. This Agreement has been duly and validly executed and delivered by the such Shareholder and represents a (assuming due authorization, execution and delivery by Purchaser) constitutes the legal, valid and legally binding obligation of the such Shareholder, enforceable against the such Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and moratorium or other laws of general application affecting enforcement of creditors’ ' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or laws relating to the availability of specific performance, injunctive relief, or other equitable remediesat law). (dc) Except as noted on Annex A, the execution, The execution and delivery and performance of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations hereunder will not constitute not, (i) conflict with, result in a violation or breach of, conflict constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of such Shareholder under, any of the terms, conditions or provisions of (A), if such Shareholder is a default under corporation, partnership, limited liability company, bank or other entity, the certificate or articles of incorporation or bylaws, partnership agreement, limited liability company agreement, trust agreement or other comparable organisational governing documents of such Shareholder or (iB) (x) any contractLaw or Order of any Governmental or Regulatory Authority applicable to such Shareholder or any of its respective assets or properties, understanding or arrangement (y) any Contract to which the such Shareholder is a party or by which the such Shareholder is bound or require the consent of any other person or any party pursuant theretoof its respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the ability of such Shareholder to consummate the transaction contemplated by this Agreement, or (ii) require any judgmentfiling by such Shareholder with, decree or order applicable any permit, authorization, consent or approval of, any Governmental or Regulatory Authority or any third party other than Schedule 13D or Schedule 13G and Form 4 and/or Form 5, or amendments thereto, with the United States Securities and Exchange Commission, or a notification to the Securities Board of The Netherlands (Stichting Toezicht Effectenverkeer) pursuant to section 46b of the Netherlands Securities Xxxxxx Xxxxxxxxxxx Xxx 0000 (Wet toezicht effecten verkeer 1995) or pursuant to the Luxembourg Act on Disclosure of Significant Shareholdings in Listed Companies (Loi du 4 decembre 1992 sur les informations publies lors de l'acquisition et de la cession d'une participation importante dans une societe cotee en bourse). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transaction contemplated hereby. (d) The Shares and the certificates representing the Shares owned by such Shareholder are now and at all times during the term hereof will be held by such Shareholder, or (iii) by a nominee or custodian for the benefit of such Shareholder, free and clear of all Liens, proxies, voting trusts or agreements or understandings or arrangements whatsoever, except for any applicable lawsuch Liens or proxies arising hereunder, statute, rule or regulationand not subject to any preemptive rights.

Representations and Warranties of the Shareholder. The Shareholder hereby represents makes the following representations and warrants warranties to Parent Uranium One as an inducement to Uranium One to enter into this Agreement and Merger Sub thatthe Combination Agreement and acknowledges that Uranium One is relying on such representations and warranties in so doing: (ia) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex Agood and sufficient power, such Shares are owned by the Shareholder, free capacity and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject right to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) The Shareholder has full right, power and authority to execute and deliver enter into this Agreement and to complete the transactions and perform all of such the Shareholder’s obligations hereundercontemplated hereby, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (c) This this Agreement has been duly and validly executed and delivered by the Shareholder Shareholder, and represents this Agreement is a valid and legally binding obligation agreement of the Shareholder, Shareholder enforceable by Uranium One against the Shareholder in accordance with its terms, terms except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, insolvency and other laws affecting the rights of general application affecting enforcement creditors generally and except that equitable remedies may be granted only in the discretion of creditors’ rights generally or laws relating to the availability a court of specific performance, injunctive relief, or other equitable remedies.competent jurisdiction; (db) Except as noted on Annex A, neither the execution, delivery and performance entering into of this Agreement nor the performance by the Shareholder of any of the Shareholder’s obligations hereunder will not constitute a violation of, conflict with breach of or result in violate or require any consent or constitute a default (whether after notice or lapse of time or both) under (i) any contractLaws to which the Shareholder or any of the Shareholder’s properties or assets are subject, understanding (ii) any mortgage, bond, indenture, agreement, instrument, obligation or arrangement any other document to which the Shareholder is a party or by which the Shareholder is bound any of its properties or require the consent of any other person assets are or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholdermay become bound, or (iii) any applicable lawjudgement, statuteorder, rule injunction, decree or regulationaward of any Governmental Entity that is binding on the Shareholder; (c) the Owned Securities set forth in Schedule A hereto are all of the EMC Common Shares and EMC Convertible Securities which the Shareholder directly or indirectly beneficially owns, or exercises control or direction, directly or indirectly, over (and neither the Shareholder nor any of its Associates or Affiliates holds or beneficially owns or controls, directly or indirectly, any other securities of EMC); (d) the Shareholder has the exclusive right to vote and grant proxies in respect of the Owned Securities as contemplated by this Agreement, and the Owned Securities are not subject to any encumbrance; (e) other than as contemplated by this Agreement, the Shareholder is not currently obligated to grant and has not granted and does not have outstanding any proxy in respect of any of the Owned Securities and has not granted any power of attorney or entered into any 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 in respect of the Owned Securities; (f) none of the Owned Securities held by the Shareholder is the subject of any commitment, undertaking or agreement, the terms of which would affect in any way the ability of the Shareholder to perform the Shareholder’s obligations with respect to the Owned Securities as set out in this Agreement; (g) the Shareholder is not aware of any current discussions between the Company, its Affiliates and/or Associates and any Person with respect to any Acquisition Proposal; and (h) the Shareholder will promptly notify Uranium One in writing upon any representation or warranty of the Shareholder contained in this Agreement becoming untrue or upon an obligation of the Shareholder not being complied with in any material respect.

Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub thatIcon as follows: (ia) The Shares listed on Annex A opposite the Shareholder’s name are the only shares Each of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free the Contribution Company and clear Positano has been duly incorporated and is validly existing and in good standing under the laws of all liens, claims, charges and encumbrances the Republic of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A. (b) Mxxxxxxx Islands. The Shareholder has full right, all necessary power and authority to transact the business it transacts and to execute and deliver this Agreement and to perform all of such Shareholder’s the obligations to be performed by it hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor. (cb) This The Contribution Company has all requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, and has the power and authority to execute and deliver any instruments or documents as required by this Agreement has been duly and validly executed to perform the provisions thereof. Correct and delivered by the Shareholder and represents a valid and legally binding obligation complete copies of the Shareholder, enforceable against Articles of Incorporation and the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratoriumBylaws of the Contribution Company have been provided to Icon, and there are no other laws of general application affecting enforcement of creditors’ rights generally agreements or laws relating documents to which the Contribution Company is a party with respect to the availability governance or capitalization of specific performance, injunctive relief, or other equitable remediesthe Contribution Company. (d) Except as noted on Annex A, the 2.2 The execution, delivery and performance of this Agreement by the Shareholder, and all documents, instruments and agreements required to be executed and delivered by it pursuant to this Agreement in connection with the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary action on the part of the Shareholder, and assuming the due execution and delivery of this Agreement by Icon, constitutes a legal, valid and binding obligation of the Shareholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by: (i) applicable bankruptcy, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 2.3 The Shareholder will not constitute a violation is the sole beneficial owner of, and has good, valid and marketable title to, the Contribution Shares, which represent all of the issued and outstanding capital stock of the Contribution Company, free and clear of any lien, pledge, claim, security interest, encumbrance, charge, covenants, conditions, restrictions, voting trust arrangements, shareholder agreements or other rights (“Liens”), and upon the transfer of such Contribution Shares to Icon, Icon shall own such Contribution Shares free and clear of all Liens of any nature. 2.4 Neither the Shareholder nor the Contribution Company is a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Agreement by the Shareholder or the transfer and conveyance of the Contribution Shares by the Shareholder to Icon pursuant to the terms hereof. 2.5 Neither the execution, delivery and performance of this Agreement nor the consummation of any of the transactions contemplated hereunder will conflict with or result in any violation of or constitute a default under (i) breach of any of the terms or provisions of the Articles of Incorporation, the Bylaws or other organizational documents of the Shareholder, the Contribution Company, or Positano. 2.6 All consents or approvals or authorizations of, or registrations, filings or declarations with, any governmental authority or any other person, if any, required in connection with the execution, delivery and performance by the Shareholder of this Agreement or the transactions contemplated hereby have been or will have been obtained as of the Closing by the Shareholder and will be in full force and effect. 2.7 The Contribution Company is the sole beneficial owner of, and has good, valid and marketable title to, the Positano Shares, which represent all of the issued and outstanding capital stock of Positano, free and clear of Liens. 2.8 There are no actions, suits, proceedings pending or, to the Shareholder’s knowledge, threatened against the Shareholder, the Contribution Company or Positano, or against any of the properties or assets of the Shareholder, Contribution Company, or Positano in any court or before any arbitrator of any kind or before or by any governmental authority. Neither the Shareholder nor Contribution Company nor Positano is a party to or subject to any writ, order, decree or judgment and there is no action, suit, proceeding or investigation by the Shareholder, the Contribution Company or Positano currently pending or which the Shareholder, the Contribution Company or Positano intends to originate. 2.9 The Shareholder and/or the Contribution Company has disclosed to Icon any and all agreements, contracts, licenses, obligations, leases, commitments or the like, that Positano has entered into or undertaken in relation to the Vessel. From the date of this Agreement and until completion of the Closing, without the prior written consent of Icon, Positano shall not be a party to any other management agreement, administrative services agreement, time charter, or any other contract, understanding license, obligation, lease, agreement, commitment or arrangement the like, written or oral, other than the management agreement entered by Positano relating to the Vessel, which means any United States, international or non-United States (including the Mxxxxxxx Islands) rule, code of practice, convention, protocol, guideline or similar requirement or restriction concerning or relating to the Vessel and to which the Vessel is subject and required to comply with, imposed, published or promulgated by any relevant governmental authority and the International Maritime Organization. 2.10 Positano has good and marketable title to the Vessel and all her spares and stores, whether on board or not as of the Closing. There are no liens, pledges, charges, security interests, encumbrances, options, claims or other rights of any kind whatsoever on any property owned by Positano other than any maritime liens incurred in the ordinary course of business and relating to amounts that are not yet due and payable. Positano has no indebtedness or other liabilities, matured or unmatured, direct or contingent other than debt created in the ordinary course of business. 2.11 The Vessel is operated in compliance with all applicable maritime guidelines and laws. Positano is qualified to own and operate the Vessel under applicable laws, including the laws of its Vessel’s flag state. The Vessel is seaworthy and in good operating condition, and has all national and international operating and trading certificates and endorsements, each of which is valid, that are required for the operation of such Vessel in the trades and geographic areas in which it is operated. The Vessel is classed by Bureau Veritas, a classification society which is a member of the International Association of Classification Societies and possesses class and trading certificates free from conditions or recommendations affecting class and valid through the Closing and no event has occurred and no condition exists that would cause the Vessel’s class to be suspended or withdrawn. The Vessel is insured and all requirements and conditions of such insurance have been complied with. The Vessel has not been employed in any trade or business which is unlawful under the laws of any relevant jurisdiction or in carrying illicit or prohibited goods, or in any manner whatsoever which may render any such Vessel liable to condemnation in a court or to destruction, seizure or confiscation. The Vessel has not touched bottom since their most recent respective dry-docking. Positano is the sole owner of the Vessel and has good title to such Vessel free and clear of all cargo, charters, taxes, debts, encumbrances, mortgages and maritime liens. 2.12 The Shareholder, the Contribution Company and Positano are, and have heretofore operated, their respective businesses and the Vessel in compliance in all material respects with applicable laws including environmental and sanctions laws. 2.13 No broker or finder has acted for the Shareholder in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder's fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Shareholder. 2.14 The Shareholder understands and acknowledges that the Icon Shares issued pursuant to this Agreement will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, therefore, the Icon Shares will be characterized as “restricted securities” under the Securities Act and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of unless the Icon Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. Further, a legend will be placed on any certificate or book entry notations evidencing the Icon Shares stating that such Icon Shares have not been registered under the Securities Act and that such Icon Shares are subject to restrictions on transferability and sale substantially in the following form: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE LAWS OR (II) AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AS EVIDENCED BY AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.” 2.15 The Icon Shares are being acquired by the Shareholder for investment purposes only and not with a view to any public distribution thereof in violation of any securities laws, and the Shareholder shall not offer to sell or otherwise dispose of the Icon Shares so acquired by it in violation of any of the registration requirements of the Securities Act. The Shareholder acknowledges that it is able to fend for itself, can bear the economic risk of its investments in the Icon Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in all of the Icon Shares. 2.16 The Shareholder is not in the United States and is not a party or by which “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the 1933 Act (a “U.S. Person”). The Shareholder is bound not a “distributor” of securities, as that term is defined in Regulation S under the 1933 Act, nor a dealer in securities, and is not acquiring the Icon Shares for the account or require the consent of benefit of, directly or indirectly, any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulationU.S. Person.

Representations and Warranties of the Shareholder. The Shareholder hereby represents (i) except for the right of first refusal set forth in Article 10, Section 1 of the Seller’s Bylaws, is the sole record and beneficial owner of the shares of Common Stock of Seller, Preferred Stock of Seller and the options and warrants to Parent and Merger Sub that: (i) The Shares listed on Annex A opposite the Shareholder’s name are the only purchase shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect Common Stock of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by Seller indicated on the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholdersignature page hereof, free and clear of all any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances; (ii) does not beneficially own any securities of Seller other than the shares of Common Stock of Seller, Preferred Stock of Seller and encumbrances options and warrants to purchase shares of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by Common Stock of Seller indicated on the signature page of this Agreement; (iii) has full power and authority to make, enter into and, assuming due execution and none delivery thereof by each other party thereto, carry out the terms of such Shares is subject this Agreement and the Proxy; and (iv) has sole voting power and sole power to any voting trust or other agreement or arrangement (except as created by this Agreement) issue instructions with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as matters set forth in Annex A. (b) Section 3 hereof, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Voting Agreement, in each case with respect to all of the Shares set forth on the signature page hereof, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws, and the terms of this Voting Agreement. The Shareholder has full rightshall not, power and authority to execute and deliver this Agreement and to perform all directly or indirectly, take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of such preventing or disabling the Shareholder from performing the Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary thereforunder this Agreement. (c) This Agreement has been duly and validly executed and delivered by the Shareholder and represents a valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally or laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (d) Except as noted on Annex A, the execution, delivery and performance of this Agreement by the Shareholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulation.