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

Representations and Warranties of the Shareholders. Shareholder hereby represents and warrants to Parent and Merger Sub as follows: (a) Shareholder is the record and beneficial owner, or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither the execution and delivery of this Agreement nor the consummation by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising under this Agreement.

Representations and Warranties of the Shareholders. Each Shareholder party hereto on the date hereof hereby represents and warrants to Parent the Company and Merger Sub the other Shareholders as followsof the Effective Date (and each Person who becomes a party to this Agreement after the Effective Date by executing an Endorsement shall be deemed to have represented and warranted to the Company and the other Shareholders as of the date on which such Person executes such Endorsement) that: (a) Such Shareholder is duly organized and validly existing as a legal entity under the record laws of its jurisdiction of organization, with full power and beneficial ownerauthority to execute, or deliver and perform its obligations under the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock Principal Agreements to which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder has the legal capacity to execute and deliver this Agreement it is a party and to consummate the transactions contemplated herebythereby, and is not required to be qualified as a foreign corporation or other entity authorized to do business in any other jurisdiction in which its failure to be so qualified would have a material adverse effect on its ability to execute and deliver or perform its obligations under such Principal Agreements. (cb) This Agreement has The Principal Agreements to which such Shareholder is a party have been duly and validly authorized, executed and delivered by such Shareholder and constitutes constitute the legal, valid and binding obligation obligations of such Shareholder, enforceable against such Shareholder in accordance with its their terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency and other Laws of general applicability relating to insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights and to remedies generally and by general equity principlesequitable principles (whether applied by a court of law or equity). (dc) Neither The execution, delivery and performance by such Shareholder of the execution Principal Agreements to which it is a party, compliance by such Shareholder with all of the provisions thereof and delivery of this Agreement nor the consummation by such Shareholder of the transactions contemplated hereby thereby will result in not: (i) conflict with or constitute a violation breach of any of the terms or provisions of, or a default under, such Shareholder's constitutive documents; (ii) conflict with or conflict with, constitute a breach of any contract, trust, commitmentcovenant, agreement, understanding, arrangement understanding or restriction of any kind Authorization to which such Shareholder is a party or by which such Shareholder or Shareholder’s assets are any of its Assets and Properties is bound. ; or (iii) violate or conflict with any law applicable to such Shareholder or any of its Assets and Properties. (d) Except for compliance with as specified in Schedule 2.1(d), the applicable provisions of Sections 13 execution, delivery and 16 performance by such Shareholder of the Exchange ActPrincipal Agreements to which it is a party, the compliance by such Shareholder with all of the provisions thereof and the consummation by such Shareholder of the transactions contemplated hereby thereby will not violate, or require any consent, approval, Authorization, other order or action of, filing with or notice under, to any provision of any judgment, order, decree, statute, law, rule Governmental or regulation applicable to ShareholderRegulatory Authority. (e) The (i) There is no Action pending to which such Shareholder is a party or to which any of the Shares ownedit owns or controls, beneficially or otherwise, is subject, which will result in, or could reasonably be expected to result in, the certificates representing issuance of an order which (A) questions the validity of any of the Principal Agreements or any action taken or to be taken pursuant thereto, (B) restrains, enjoins or otherwise prohibits or makes illegal consummation of any of the transactions contemplated by any of the Principal Agreements, or (C) would, or would reasonably be expected to, result in the issuance of an order which materially adversely affects the ability of such Shareholder to perform its obligations thereunder, (ii) to the knowledge of such Shareholder, no such Action is threatened, and (iii) there are no facts or circumstances known to such Shareholder that would be expected to give rise to any such Action. (f) Such Shareholder is the record holder and beneficial owner of the Shares described opposite such Shareholder's name on Schedule 1 (or in the Endorsement executed by such Shareholder). (g) Such Shares constitute the only shares of capital stock of the Company owned of record or beneficially by such Shareholder. (h) Except as specified in the Principal Agreements and Schedule 2.1(h), such Shareholder has sole power of disposition and sole voting power with respect to all such Shares, with no restrictions on such rights, other than such restrictions on Transfers as arise under applicable United States federal securities laws and the terms and conditions of the Principal Agreements. (i) Except as specified in the Principal Agreements and Schedule 2.1(i), such Shares are held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interestsLiens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shareswhatsoever, except for those arising under the Principal Agreements. (j) Except for the Principal Agreements and the agreements terminated pursuant to the Termination Agreement, neither such Shareholder nor any of its Affiliates has entered into any agreement, arrangement or understanding with (i) any one or more of the foregoing arising under this AgreementShareholders or any of their respective Affiliates with respect to matters relating to the Company, its management or any Shares or (ii) the Company, any of its Affiliates or management.

Representations and Warranties of the Shareholders. Shareholder hereby Each Shareholder, by its acceptance hereof, represents and warrants to Parent as follows and Merger Sub as followsexpressly acknowledges that Symmetry and Acquisitionco are relying upon such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement: (a) (i) such Shareholder is the record and beneficial ownerowner of, or controls or directs the beneficial ownervoting rights in respect of, the Shareholder Securities listed immediately below such Shareholder’s Acceptance, (ii) the only Company Shares beneficially owned, or over which control or direction is exercised by such Shareholder are those listed immediately below such Shareholder’s Acceptance, (iii) the Shareholder Securities are free and clear of any and all Encumbrances, and (iv) the registered shareholder of the Shareholder Securities listed immediately below such Shareholder’s Acceptance is the registered Shareholder of such Shareholder Securities; (b) such Shareholder has the sole right to sell, or cause the sale of, and vote, or control and direct the voting rights in respect of all of the Shareholder Securities listed immediately below such Shareholder’s Acceptance; (c) all of the Subject Shares beneficially held by such Shareholder will, at the Effective Time, be beneficially owned by such Shareholder with good and marketable title thereto, free and clear of any and all Encumbrances and are and will at such time be issued and outstanding as fully paid and non-assessable shares of Common Stock the Company; (together with d) no person, firm or corporation has any shares agreement or option, or any right or privilege (whether by Law, pre-emptive or contractual) capable of Common Stock which becoming an agreement or option, for the purchase, acquisition or transfer from such Shareholder may acquire at of any time on of its Subject Shares or after any interest therein or right thereto, except Acquisitionco pursuant to this Agreement; (e) such Shareholder does not beneficially own or exercise control or direction over any Convertible Securities and such 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 date hereof during purchase or acquisition by such Shareholder or transfer to such Shareholder of Convertible Securities; (f) the term execution and delivery by such Shareholder of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to authorization of this Agreement by such Shareholder (if such Shareholder is a corporation or trust), and the performance by such Shareholder of its obligations under this Agreement. Schedule I lists separately all options, warrants shall not result in: (i) a breach or other rights violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of such Shareholder under (A) any contract to purchase Common Stock which such Shareholder or any of its assets are or may be bound, (B) if such Shareholder is a corporation or trust, any provision of the constating documents, by-laws, or resolutions of the board of directors or trustees, as applicable, (or any committee thereof) or shareholders or unitholders, as applicable, of such Shareholder, (C) any judgment, decree, order or award of any Governmental Entity having jurisdiction over such Shareholder, (D) any license, permit, approval, consent or authorization held by Shareholder such Shareholder, or (“Options”).E) any applicable Law, or (ii) the creation or imposition of any Encumbrance on any of the Subject Shares; (bg) if such Shareholder is a corporation or trust, such Shareholder is a corporation or trust validly existing under the Laws of its jurisdiction of incorporation or organization, as applicable, and has the legal capacity all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.perform its obligations hereunder; (ch) This this Agreement has been validly duly executed and delivered by such Shareholder and constitutes the a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, except as to enforceability, to may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights generally and subject to general equity principles.the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (di) Neither the execution and delivery of this Agreement nor the consummation by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets there are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxiesno shareholders’ agreements, voting trusts or other agreements, options, rights, understandings or arrangements or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming a shareholders’ agreement, voting trust or other encumbrances whatsoever on titleagreement, transfer, affecting the Subject Shares or exercise the ability of any holder thereof to exercise all ownership rights thereto, including the voting of a shareholder any such securities; and (j) there are no legal proceedings in respect progress before any public body, court or authority or, to the knowledge of such SharesShareholder, except for pending or threatened against such Shareholder that would adversely affect in any manner the ability of such Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of such Shareholder to any of the foregoing arising under Subject Shares and there is no judgment, decree or order against such Shareholder that would adversely affect in any manner the ability of such Shareholder to enter into this AgreementAgreement and to perform its obligations hereunder or the title of such Shareholder to any of the Subject Shares; and (k) none of such Shareholder or any person not dealing at “arms length” (within the meaning of the Income Tax Act (Canada)) with such Shareholder beneficially owns, directly or indirectly, any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetry.

Representations and Warranties of the Shareholders. Shareholder 4.1 The Shareholders severally represent and warrant to ParentCo that the statements contained in this Section 4.1 are correct and complete as of the date of this Agreement and shall be correct and complete as of the Closing Date (as though made then) and hereby represents acknowledge and warrants to Parent confirm that ParentCo is relying upon such representations and Merger Sub as followswarranties in connection with the transactions contemplated herein: (a) Shareholder is the record and beneficial owner, or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) each Shareholder has the legal capacity all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.perform its obligations hereunder; (cb) This this Agreement has been validly duly executed and delivered by and on behalf of each Shareholder and constitutes the legal, valid and binding obligation obligations of Shareholder, each Shareholder enforceable against such Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.; (dc) Neither the execution and delivery of this Agreement nor the consummation Hippocampe Common Shares owned by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by each Shareholder are nowowned by such Shareholder as the sole legal and beneficial owner of record with good, full and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholdermarketable title thereto, free and clear of all any mortgages, liens, claimscharges, restrictions, security interests, proxiesadverse claims, voting trusts pledges, encumbrances or agreementsdemands whatsoever, optionsand are issued and outstanding as fully paid and non-assessable, rightsother than certain shares of by Ms. Xxxxxxx Xxxxxxx xxld in usufrucht by Pierre-Fraxxxxx Xxxxxx; (d) no person, understandings firm or arrangements corporation has any agreement or option, or any other encumbrances whatsoever on titleright or privilege (whether by law, transferpre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition, transfer or exercise contribution from any Shareholder of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising under Hippocampe Common Shares or any interest therein or right thereto owned by such Shareholder, other than pursuant hereto; and (e) there is no legal or regulatory action or proceeding pending or threatened by any person to enjoin, restrict or prohibit the contribution of the Hippocampe Common Shares by each Shareholder as contemplated herein. 4.2 In addition to the representations and warranties made in Section 4.1 hereof, the Shareholders severally represent and warrant to ParentCo that the statements contained in Schedule "B" hereto are correct and complete as of the date of this AgreementAgreement and shall be correct and complete as of the Closing Date (as though made then) and hereby acknowledge and confirm that ParentCo is relying upon such representations and warranties in connection with the transactions contemplated herein.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants to Parent Purchaser, severally and Merger Sub not jointly, as followsset forth below: (a) Such Shareholder is the record and beneficial owner, or owner (as defined in Rule 13d-3 under the beneficial owner, Exchange Act) of the shares of Common Stock set forth opposite his or its name on Schedule 1 to this Agreement (such shares of Common Stock, together with any shares of Common Stock which such acquired by the Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants whether such Shares are acquired by way of exercise of Company Options or other rights to purchase Common Stock held or by Shareholder (way of dividend, distribution, exchange, merger, consolidation, grant of proxy or otherwise, but excluding shares owned by other Shareholders, all as may be adjusted from time to time pursuant to Section 8 hereof, the “OptionsShares”). Schedule 1 to this Agreement lists separately all Company Options issued to such Shareholder. Such Shareholder is the record and beneficial owner of the Company Options set forth opposite such Shareholder’s name on Schedule 1 to this Agreement. (b) Such Shareholder has voting power and power to agree to all of the matters regarding such Shareholder set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such right. Such Shareholder is not the record or beneficial owner of any securities of the Company on the date hereof other than the Shares and the Company Options set forth on Schedule 1. (c) Such Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby regarding such Shareholder. (cd) This Agreement has been validly executed and delivered by such Shareholder and, assuming due and valid authorization, execution and delivery thereof by Purchaser and Merger Sub, constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, except (i) as to enforceability, to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or application affecting enforcement of creditors’ rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to general equity principlesequitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (de) Neither the execution and delivery of this Agreement nor the consummation by Shareholder of the transactions contemplated hereby will result in a violation of, or constitute (with or without due notice or lapse of time or both) a default under, or conflict with, or give rise to any right of termination, cancellation or acceleration under any contract, trust, commitmentnote, bond, mortgage, indenture, license, agreement, understanding, arrangement or material contractual restriction or obligation of any kind to which such Shareholder is a party or by which such Shareholder or Shareholder’s assets his or its Shares are bound, which singularly or in the aggregate, would prevent or adversely affect the ability of such Shareholder to perform his or its obligations under this Agreement. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the The consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, approval or notice (except those required under applicable securities laws) under, any provision of any judgment, order, injunction, decree, statute, law, rule or regulation applicable to Shareholdersuch Shareholder which, singularly or in the aggregate, would prevent or adversely affect the ability of such Shareholder to perform his or its obligations under this Agreement. (ef) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, owned by such Shareholder are now, and at all times during the term hereof will be, held by Shareholder, such Shareholder or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or trusts, agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, transfer or exercise of any rights of a shareholder Shareholder in respect of such SharesShares (collectively, “Encumbrances”), except for any such Encumbrances arising hereunder, and the transfer of the foregoing arising Shares held by such Shareholder hereunder will effectively vest in Merger Sub valid and marketable title to such Shares, free and clear of any Encumbrances. (g) If Shareholder’s Shares are subject to community property interests under the laws of any jurisdiction, such Shareholder has agreed to have executed and delivered to Purchaser such consents, waivers and approvals as are necessary for the execution of this Agreement and the approval and consummation of the transactions contemplated hereby regarding such Shareholder. (h) Such Shareholder understands and acknowledges that Purchaser and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement.

Representations and Warranties of the Shareholders. Each Shareholder hereby individually represents and warrants to Parent and Merger Sub the Company as of the Closing as follows: (a) Shareholder is the has good and marketable title to, and sole record and beneficial ownerownership of, or the beneficial owner, number of the shares of Common Stock (together with any shares of Common Stock Shares set forth opposite such Shareholder's name on Exhibit A hereto, which such Shareholder may acquire at any time on or after are to be transferred to the date hereof during the term of Company pursuant to this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately free and clear of any and all optionscovenants, warrants or conditions, marital property rights, and other rights to purchase Common Stock held by Shareholder (“Options”)Encumbrances. (b) If Shareholder is an entity, Shareholder has been duly incorporated or formed and is validly existing in good standing under the laws of its state of incorporation or formation. Whether an individual or an entity, Shareholder has the legal capacity right, power and authority to execute and deliver enter into this Agreement and any ancillary agreements hereto, to consummate transfer, convey and sell to the transactions contemplated herebyCompany at the Closing the Shares to be sold to the Company by such Shareholder, and otherwise perform its obligations under this Agreement and any ancillary agreements. Upon consummation of the Closing, the Company will acquire from such Shareholder the legal and beneficial ownership of, and all right to vote and other rights inhering in the Shares to be sold to the Company by such Shareholder, free and clear of all covenants, conditions, marital property rights, or other Encumbrances. (c) Shareholder is not a party to, subject to or bound by any Law or Order, and no Action is pending against Shareholder or, to Shareholder's knowledge, threatened, that would prevent the execution, delivery or performance of this Agreement by Shareholder or the transfer, conveyance and sale of the Shares to be sold by Shareholder to the Company pursuant to the terms hereof. (d) This Agreement has been validly duly authorized by all necessary corporate, partnership or limited liability company action on the part of Shareholder, and if Shareholder is a corporation, partnership or limited liability company, this Agreement has been executed and delivered by Shareholder and constitutes the legal, is a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, except as to enforceability, to may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting similar laws limiting creditors’ ' rights generally and to general equity equitable principles. (de) Neither the execution and delivery of this Agreement Agreement, nor the consummation by Shareholder of the transactions contemplated hereby by Shareholder violates or will violate or results or will result in a violation breach of any of the terms and provisions of, or constitutes or will constitute a default under, or conflict with, under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind material Contract to which Shareholder is a party or by is bound or which applies to the Shares being sold, or any Order applicable to Shareholder or Shareholder’s assets are bound. Except for compliance with to the applicable provisions Shares being sold. (f) If and to the extent required, Shareholder hereby consents to the execution, delivery and performance of Sections 13 and 16 of the Exchange Act, the consummation this Agreement by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to each other Shareholder. (eg) The Shares ownedShareholder will acquire the Promissory Note for investment for Shareholder's own accounts and not with a view to or for offer or sale in connection with any distribution thereof. Shareholder understands that the Promissory Note will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any applicable state securities laws by reason of a specific exemption or exception from the registration requirements thereof which depend upon, among other things, the certificates representing accuracy of Shareholder's representations and warranties in this Section. Shareholder understands that the Promissory Note will bear a legend substantially to the effect that the Promissory Note may not be transferred without the prior consent of the Company (which shall not be unreasonably withheld) and has not been registered under the Securities Act or any applicable state securities laws and may be offered and sold only if so registered or upon delivery to the Company of an opinion of counsel that an exemption or exception from such registration is applicable. (h) Shareholder acknowledges receipt of all information requested from the Company and considered by Shareholder to be necessary or appropriate for deciding whether to sell the Shares held and acquire the Promissory Note pursuant to this Agreement, including, without limitation, any documents filed by the Company with the Securities and Exchange Commission. Shareholder is an "accredited investor" within the meaning of recordRule 501(a) under the Securities Act or has such knowledge and experience in financial and business matters that Shareholder is capable of evaluating the merits and risks of, andand Shareholder is able to bear the economic risks of, selling such Shares of Common Stock and acquiring such Shareholder's interest in the Promissory Note. Shareholder has had the opportunity to ask questions and receive answers regarding the terms and conditions of the sale of the Shares and the acquisition of an interest in the Promissory Note pursuant to this Agreement, and Shareholder is satisfied with the responsiveness and adequacy of such answers. Shareholder understands and acknowledges that events or circumstances may occur after the date hereof that may be favorable or unfavorable to the Shareholder’s knowledgeCompany's earnings, the certificates representing the Shares owned, but not held of record, by Shareholder are nowbusiness affairs or operations, and at all times during that such events or circumstances may result in changes in the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any fair market value of the foregoing arising under this AgreementShares.

Representations and Warranties of the Shareholders. Each Shareholder hereby severally represents and warrants to Parent and Merger Sub as followsXxxxxxx that: (a) Shareholder is the record and beneficial owner, or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Such Shareholder has the legal capacity capacity, power and authority to execute enter into and deliver perform all of such Shareholder's obligations under this Agreement and to consummate the transactions contemplated hereby. (c) Shareholder Agreement. This Shareholder Agreement has been validly duly executed and delivered by each Shareholder and constitutes the a legal, valid and binding obligation agreement of each Shareholder, enforceable against each Shareholder in accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium and other Laws of general applicability similar laws relating to or affecting creditors’ rights and to creditors generally, by general equity principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. If such Shareholder is married and such Shareholder's Equity Securities constitute community property, this Shareholder Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of such Shareholder's spouse, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. (db) Neither No consent, approval or authorization of, or filing, registration, qualification, declaration or designation with, any Governmental Authority is required on the execution part of such Shareholder as a condition to the valid execution, delivery and delivery performance of this Shareholder Agreement nor the consummation by such Shareholder. (c) The execution, delivery and performance by such Shareholder of the transactions contemplated hereby this Shareholder Agreement will not: (i) conflict with, result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third-party right of termination, cancellation, material modification or acceleration) under, any of the terms, conditions or conflict withprovisions of any trust agreement, any voting agreement, shareholders agreement, voting trust, note, bond, mortgage, indenture, license, contract, trust, commitment, agreementarrangement, understanding, arrangement agreement or restriction other instrument or obligation of any kind affecting such Shareholder or to which such Shareholder is a party or by which any of such Shareholder's properties or assets are or may be bound; (ii) violate any Requirement of Law applicable to such Shareholder; or (iii) violate any order, injunction, judgment or decree of any court or other Governmental Authority or any determination of an arbitrator applicable to such Shareholder or any of such Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, 's properties or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderassets. (ed) The Shares owned, Such Shareholder is the certificates representing sole record and beneficial owner of the Shares held of record, and, to the identified in Schedule I as being sold by such Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and such Shares are not subject to any claim, option, warrant or other call right, and upon delivery to Xxxxxxx at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian Closing of certificates for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for in transferable form, Xxxxxxx will have good legal and beneficial title thereto, free of all liens or encumbrances of any of the foregoing arising under this Agreementkind.

Representations and Warranties of the Shareholders. Shareholder hereby Each Shareholder, severally and not jointly, represents and warrants to Parent and Merger Sub the other Shareholders, as followsof the date hereof or as of the date such Shareholder becomes a party hereto, that: (a) Such Shareholder is an entity duly organized and validly existing under the record and beneficial owner, or the beneficial owner, Laws of the shares jurisdiction of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)its organization. (b) Such Shareholder has the legal capacity full power and authority to enter into, execute and deliver this Agreement. The execution and delivery of this Agreement and the performance of the rights and obligations hereunder have been duly and validly authorized by such Shareholder and no other proceedings by or on behalf of such Shareholder will be necessary to consummate authorize this Agreement or the transactions contemplated hereby. (c) performance of the rights and obligations hereunder. This Agreement has been validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation obligations of Shareholder, such Shareholder enforceable against Shareholder it in accordance with its terms, subject, except as to enforceability, to the enforceability thereof may be limited by (i) bankruptcy, insolvency and insolvency, reorganization or other similar Laws affecting enforcement of general applicability relating to or affecting creditors’ rights generally and (ii) subject to general equity principlesprinciples of equity. (dc) Neither the execution The execution, delivery and delivery performance of this Agreement nor by such Shareholder will not (i) violate (A) the consummation by Organizational Documents of such Shareholder or (B) any Law, treaty, rule or regulation applicable to or binding upon such Shareholder or any of the transactions contemplated hereby will its properties or assets or (ii) result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction breach of any kind contractual obligation to which such Shareholder is a party or by which it or any of its properties or assets is bound, in the case of each of clauses (i)(B) and (ii) in any respect that would reasonably be expected to have a material adverse effect on the ability of such Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderperform its obligations under this Agreement. (ed) The Shares ownedIn the case of Itaú Parent and Corp Group Parent, such Shareholder owns, as of the date hereof, directly or indirectly, the certificates representing the Shares held shares of recordCompany Stock of Company One and Company Two, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholderrespectively, free and clear of all liensEncumbrances of any kind on the right to vote or Transfer such shares and has the sole power, claimsauthority and legal capacity to vote and Transfer such shares and in the case of Company One and Company Two, security interestssuch Company owns, proxiesas of the date hereof, voting trusts the shares of the Chilean Bank referred to in the Recitals free and clear of all Encumbrances of any kind on the right to vote or agreementsTransfer such shares and (together with Itaú Parent and Corp Group Parent) has the sole power, optionsauthority and legal capacity to vote and Transfer such shares (in each case other than Encumbrances in favor of the other Shareholder or its Affiliates). (e) Except for the representations and warranties contained in this Section 7.19, rightsno such Shareholder, understandings or arrangements or nor any other encumbrances whatsoever Person or entity acting on title, transfer, or exercise of any rights of a shareholder in respect behalf of such SharesShareholder, except for makes any of the foregoing arising under this Agreementrepresentation or warranty, express or implied to any other Shareholder.

Representations and Warranties of the Shareholders. Shareholder hereby Each of the Shareholders represents and warrants to Parent Industrial Imaging, jointly and Merger Sub severally, upon which representations and warranties Orbis relies, and which representations and warranties shall survive the Closing, notwithstanding any investigation of the affairs by Orbis (and its successor Industrial Imaging), as follows: (a) Shareholder is the record 4.1 The Shareholders have full power and beneficial owner, or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder has the legal capacity authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by each of the Shareholders and no other actions or proceedings on the part of the Shareholders are necessary to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Shareholder each of the Shareholders and constitutes the legal, valid and legally binding obligation of Shareholder, each of the Shareholders and enforceable against Shareholder each of them in accordance with its terms, subject, subject only as to enforceability, enforcement to general equitable principles and to bankruptcy, insolvency and other Laws insolvency, reorganization, moratorium, or similar laws of general applicability relating to or application affecting creditors’ the rights and to general equity principlesremedies of creditors. (d) Neither 4.2 In connection with the execution and delivery of this Agreement nor the consummation receipt by Shareholder each of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction Shareholders of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 all of the Exchange Industrial Imaging Common Stock that such Stockholder may receive pursuant to this Agreement, each Stockholder acknowledges by their signature that the Common Stock is not being registered under the Securities Act of 1933, as amended (the "Securities Act"), on the consummation basis of a statutory exemption that is based in part on the representations made by Shareholder the Shareholders in connection with this Agreement. Each Stockholder shall warrant and represent in writing that (a) he or it is acquiring such Common Stock for his or its own account and not with a view to reselling or otherwise distributing such shares in violation of any relevant federal or state securities laws; (b) he or it does not intend to resell or otherwise dispose of such shares unless and until a registration statement under the Securities Act is then in effect with respect to such shares or an exemption from the registration requirements of the transactions contemplated hereby will not violate, or require Securities Act is then in fact applicable to such transfer; and (c) any consent, approval, or notice under, any provision and all stock certificates evidencing ownership of any judgmentCommon Stock shall bear any legends that counsel for Industrial Imaging deem, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, andin their sole opinion, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, be required by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, state or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising under this Agreementfederal law.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants to Parent and Merger Sub Purchaser, severally and not jointly, and solely as to itself and its Covered Shares, as follows: (a) The Shareholder (i) is the record beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of, and beneficial owner, or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreementhas good and marketable title to, the “Shares”) Covered Shares set forth opposite such Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither the execution and delivery of this Agreement nor the consummation by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of ShareholderA hereto, free and clear of any and all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder Shareholder in respect of such Covered Shares (collectively, “Encumbrances”) except for restrictions on transfer under the Securities Act of 1933, as amended, or Encumbrances arising hereunder; (ii) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Covered Shares set forth on Schedule A hereto; and (iii) has the right to vote and dispose of and holds power to issue instructions with respect to the matters set forth in Sections 3, 4, 5 and 6 hereof, power to demand appraisal rights and power to agree to all of the matters set forth in this Agreement with respect to all of such Shareholder’s Covered Shares, except for any with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities law and the terms of the foregoing arising under this Agreement. (b) In the case of any Shareholder that is a corporation, limited partnership or limited liability company, such Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or constituted. (c) The Shareholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder and consummate the transactions contemplated hereby. To the extent applicable, the execution, delivery and performance by the Shareholder of this Agreement and the consummation by the Shareholder of the transactions contemplated hereby have been duly and validly authorized by the Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of the Shareholder are necessary to authorize the execution and delivery by the Shareholder of this Agreement and the consummation by the Shareholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid and binding obligation of the Shareholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (d) Neither the execution and delivery of this Agreement by the Shareholder, the performance by the Shareholder of such Shareholder’s obligations hereunder nor the consummation by the Shareholder of the transactions contemplated hereby will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with (A) to the extent applicable, any provisions of the organizational documents of the Shareholder or (B) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation of any kind to which such Shareholder is a party or by which such Shareholder’s Covered Shares are bound, except with respect to clause (B) for any such violations, breaches, defaults or conflicts as could not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Shareholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis, or (ii) violate, or require any consent, approval, or notice under, any provision of any judgment, order or decree or any federal, state, local or foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement applicable to such Shareholder or any of such Shareholder’s Covered Shares (other than filings required pursuant to the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder).

Representations and Warranties of the Shareholders. Each Shareholder hereby severally represents and warrants to Parent and Merger Sub Purchaser as follows: (a) Such Shareholder is duly organized, validly existing and in good standing under the record and beneficial owner, or the beneficial owner, Laws of the shares its jurisdiction of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreementformation. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Such Shareholder has the legal capacity all necessary power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (c) . The execution and delivery of this Agreement by such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by all requisite action, and no other proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been validly duly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes the a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, as to enforceability, to except that such enforceability (i) may be limited by bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability application affecting or relating to or affecting the enforcement of creditors’ rights generally and any implied covenant of good faith and fair dealing and (ii) is subject to general equity principlesprinciples of equity, whether considered in a proceeding at law or in equity. (db) Neither the The execution and delivery of this Agreement nor by such Shareholder do not, and the performance of its obligations under this Agreement and the consummation by Shareholder of the transactions contemplated hereby by this Agreement by such Shareholder will not, (i) conflict with or violate the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and other actions described in subsection (c) have been obtained and all filings and obligations described in subsection (c) have been made, conflict with or violate any Law applicable to such Shareholder or by which the Shares of such Shareholder are bound or affected, or (iii) result in any breach of or constitute a violation ofdefault (or an event which, with notice or lapse of time or both, would become a default) under any agreement affecting the Shares to which such Shareholder is a party, or a default undergive to others any right of termination, amendment, acceleration or cancellation of any such agreement, or conflict withresult in the creation of a Lien or other encumbrance on the Shares of such Shareholder pursuant to any note, any bond, mortgage, indenture, contract, trust, commitment, agreement, understandinglease, arrangement license, permit, franchise or restriction other instrument or obligation. (c) The execution and delivery of any kind to which this Agreement by such Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with do not, and the applicable provisions performance of Sections 13 this Agreement and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby by this Agreement by such Shareholder will not violatenot, or require any consent, approval, authorization or notice underpermit of, or filing with or notification to, any provision Governmental Authority, except for Antitrust Filings and applicable requirements, if any, of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderthe Exchange Act. (ed) The Shares ownedAs of the date hereof, the certificates representing the Shares held such Shareholder owns of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are nowrecord and beneficially, and at all times during the term hereof will behas good, held by Shareholder, or by a nominee or custodian for the benefit of Shareholdervalid and marketable title to, free and clear of all liensany Lien, claims, security interests, proxiesproxy, voting trusts restriction, limitation on disposition, adverse claim of ownership or agreementsuse or encumbrance of any kind, optionsother than pursuant to this Agreement and any applicable restrictions on transfer under the Securities Act, rightsand has the sole power to vote and full right, understandings or arrangements power and authority to sell, transfer and deliver, the number of shares of Company Common Stock as is set forth opposite such Shareholder’s name on Exhibit A hereto. Other than as set forth on Exhibit A hereto, such Shareholder does not own any shares of Company Common Stock or any Company Stock Options or other encumbrances whatsoever on title, transfer, securities convertible into or exercise exchangeable for shares of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising under this AgreementCompany Common Stock.

Representations and Warranties of the Shareholders. The Shareholder hereby represents and warrants to Parent and Merger Sub PubCo as to itself as follows: (a) Such Shareholder is the only record and beneficial ownerowner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Agreement or the beneficial ownerCompany Governing Documents (including, for the purposes hereof, any agreements between or among shareholders of the shares Company). As of Common Stock (together with the date hereof, other than the Covered Shares, such Shareholder does not own beneficially or of record any shares of Common Stock which such Shareholder may acquire at capital stock of the Company (or any time on securities convertible into shares of capital stock of the Company) or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)any interest therein. (b) Such 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 legal capacity 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 such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) Such Shareholder affirms that (i) if such Shareholder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Shareholder is not a natural person, (A) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (c) hereby . This Agreement has been validly duly executed and delivered by such Shareholder and constitutes the legal, a valid and binding obligation agreement of Shareholder, such Shareholder enforceable against such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to bankruptcy, insolvency and other Laws general principles of general applicability relating to or affecting creditors’ rights and to general equity principlesequity. (d) Neither Other than the execution filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Shareholder from, or to be given by such Shareholder to, or be made by the Shareholder with, any Governmental Authority in connection with the execution, delivery and performance by such Shareholder of this Agreement nor Agreement, the consummation by Shareholder of the transactions contemplated hereby or the Mergers and the other transactions contemplated by the Merger Agreement. (e) The execution, delivery and performance of this Agreement by such Shareholder do not, and the consummation of the transactions contemplated hereby or the Mergers and the other transactions contemplated by the Merger Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the limited liability company agreement or conflict withsimilar governing documents of such Shareholder (if such Shareholder is not a natural person), any contract(ii) with or without notice, trustlapse of time or both, commitmenta breach or violation of, agreementa termination (or right of termination) of or a default under, understanding, arrangement or restriction the loss of any kind benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Shareholder pursuant to which any Contract binding upon such Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby) compliance with the matters referred to in Section 4(d), under any applicable provisions Law to which such Shareholder is subject or (iii) any change in the rights or obligations of Sections 13 and 16 any party under any Contract legally binding upon such Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the Exchange Actaggregate, reasonably be expected to prevent or materially delay or impair such Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Mergers or the other transactions contemplated by the Merger Agreement. (f) As of the date of this Agreement, there is no action, proceeding or investigation pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder that questions the beneficial or record ownership of such Shareholder’s Owned Shares, the validity of this Agreement or the performance by such Shareholder of its obligations under this Agreement. (g) Such Shareholder understands and acknowledges that PubCo, SPAC and the Company are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such 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 PubCo, SPAC or the Company is or will be liable in connection with the transactions contemplated hereby will not violatebased upon arrangements made by such Shareholder in his, her or require any consentits capacity as a Shareholder or on behalf of such Shareholder in his, approval, her or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to its capacity as a Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising under this Agreement.

Representations and Warranties of the Shareholders. Shareholder Each of the Shareholders hereby represents and warrants to Parent the Company, severally and Merger Sub not jointly, as follows: (a) Such Shareholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record and beneficial owner, or the beneficial owner, owner of the shares of Pyramid Common Stock (together with any shares of Common Stock which such Shareholder as may acquire at any be adjusted from time on or after the date hereof during the term of this Agreementto time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Shareholder’s name on Schedule I A to this Agreement. Schedule I lists separately Agreement and such Shares represent all options, warrants or other rights to purchase of the shares of Pyramid Common Stock held beneficially owned by such Shareholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Pyramid Common Stock issuable to such Shareholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Pyramid Common Stock (“OptionsShareholder Rights”)) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Pyramid Common Stock such Shareholder may acquire or beneficially own during the term of this Agreement. (b) Such Shareholder has all requisite power and authority and, if an individual, the legal capacity capacity, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) . This Agreement has been validly executed and delivered by such Shareholder and and, assuming that this Agreement constitutes the legal, valid and binding obligation of the Company, constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, terms (except insofar as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency and other Laws of general applicability relating to insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and to general equity principlesgenerally, or by principles governing the availability of equitable remedies). (dc) Neither the The execution and delivery of this Agreement nor by such Shareholder does not, and the consummation performance of this Agreement by such Shareholder of the transactions contemplated hereby will result in a violation ofnot, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which (i) if such Shareholder is a party corporation or by which Shareholder or Shareholder’s assets are bound. Except for compliance limited liability company, conflict with the applicable provisions certificate or articles of Sections 13 and 16 incorporation, certificate of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violateformation or limited liability company agreement or bylaws, or require any consentsimilar organizational documents of such Shareholder as presently in effect (in the case of a Shareholder that is a legal entity), approval, (ii) conflict with or notice under, any provision of violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Shareholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Shareholder under, any agreement, contract, indenture, note or instrument to which such Shareholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Shareholder of any of such Shareholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Shareholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by the Shareholder of any of such Shareholder’s obligations under this Agreement. (ed) The Shares owned, and the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, owned by such Shareholder are now, now and at all times during the term hereof will be, be held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shareswhatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Shareholder owns of record or beneficially no shares of Pyramid Common Stock other than such Shareholder’s Shares. (e) As of the foregoing arising under date hereof, neither such Shareholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Shareholder understands and acknowledges that the Company is entering into, the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement.

Representations and Warranties of the Shareholders. Each Shareholder jointly and severally hereby represents and warrants to Parent and Merger Sub the Company as follows: (a) Shareholder is the record and beneficial owner, or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Such Shareholder has the legal capacity all necessary power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. (c) perform such Shareholder’s obligations under this Agreement. The execution, delivery and performance of this Agreement by such Shareholder have been duly and validly authorized by such Shareholder. This Agreement has been validly duly executed and delivered by each Shareholder and (assuming the due authorization, execution and delivery by the Company) constitutes the legal, a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, as except to enforceability, to the extent enforcement is limited by bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesequitable principles (whether considered in a proceeding at law or in equity). (d) Neither the execution and delivery of this Agreement nor the consummation by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (eb) The Shares owned, Securities and the certificates (or any book-entry notations used to represent any uncertificated Parent Shares) representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder Securities are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, and such Shareholder has title to the Securities, free and clear of all liensencumbrances, claimsexcept as provided by this Agreement and other than the agreement dated August 31, security interests2015 between Parent and the Shareholders (the “MVS Agreement”). As of the date of this Agreement, proxiessuch Shareholder owns of record or beneficially no Parent Share, voting trusts or agreements, options, rights, understandings or arrangements Multiple Voting Share or any other encumbrances whatsoever on title, transfershare capital of, or exercise any other equity interests in, Parent, other than the Securities set forth across from such Shareholder’s name on Exhibit A hereto and other than Parent Shares owned by FFHL Share Option 1 Corp. for purposes of Parent’s and its Subsidiaries share option plans. Such Shareholder has full power to vote the Securities as provided herein. (c) Neither the execution, delivery and performance of this Agreement by such Shareholder nor compliance by such Shareholder with any of the terms or provisions hereof will (i) trigger any rights of a shareholder first refusal, preemptive rights, preferential purchase or similar rights, (ii) violate or conflict with any Law applicable to such Shareholder or any of its Securities, (iii) result in the creation of any lien, pledge, security interest, charge or other encumbrance upon the Securities or (iv) require the consent, approval, Order or authorization of, waiver from, or registration, declaration, notice or filing with any Governmental Entity, except, with respect to clauses (i) through (iii), for any such triggers, violations, conflicts or other occurrences that would not, or would not reasonably be expected to, prevent or materially impair or delay the ability of such Shares, except for any Shareholder to perform its obligations hereunder. (d) Such Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of the foregoing arising under this Agreement. (e) The information relating to such Shareholder and its Affiliates provided by or on behalf of such Shareholder or its Affiliates for inclusion in the Proxy Statement or the Parent Registration Statement will not (i) on the date the Proxy Statement or any amendment or supplement thereto is first mailed to the shareholders of the Company, (ii) at the time of the Company Shareholder Meeting, and (iii) at the time the Parent Registration Statement or any amendment or supplement thereto becomes effective, contain, with respect to information supplied by such Shareholder, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Shareholder authorizes and agrees to permit the Company to publish and disclose in the Proxy Statement and any Other Company Filings such Shareholder’s identity and ownership of Securities and the nature of its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law. (f) There is no Action pending against or threatened in writing against such Shareholder or any of its Affiliates or Representatives which, if determined or resolved adversely in accordance with the plaintiff’s or claimant’s demands, would reasonably be expected to prevent or materially delay the ability of such Shareholder to perform its obligations hereunder.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants (severally and not jointly as to Parent and Merger Sub itself only) as of the date hereof to SPAC as follows: (a) Such Shareholder is the record registered owner or beneficial owner (within the meaning of the Securities Act (Saskatchewan)) of, and beneficial ownerhas good, valid and marketable title to or has a valid proxy to vote such shares, such Shareholder’s Covered Shares, free and clear of any Liens (other than as created by this Agreement or the beneficial owner, organizational documents of the shares Company (including, for the purposes hereof, any agreements between or among shareholders of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during Company)). Other than the term of this Agreement, the “Shares”) Owned Shares set forth opposite such Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options1, warrants such Shareholder does not legally own or other rights to purchase beneficially hold any Company Common Stock held by Shareholder (“Options”)Shares or any interest therein. (b) Such Shareholder in each case except as provided in this Agreement or the Company’s Governing Documents, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the legal capacity matters set forth herein whether by ownership or by proxy, in each case, with respect to such Shareholder’s Covered Shares, (ii) has not entered into any shareholders’ agreement, voting agreement, voting trust, pooling agreement or similar agreement, understanding or arrangement, or any right or privilege (by Law or contract) capable of becoming any of the foregoing, in each case, and has no knowledge and is not aware of any such foregoing agreement or arrangement in effect with respect to any of such Shareholder’s Covered Shares, in each case, that are inconsistent with, or would interfere with, or prohibit or prevent such Shareholder from satisfying its obligations pursuant to, this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Such Shareholder affirms that (i) if the Shareholder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transaction contemplated hereby, and (ii) if the Shareholder is not a natural person, (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 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. (c) . This Agreement has been validly duly executed and delivered by such Shareholder and constitutes and, subject to the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither the due execution and delivery of this Agreement nor by each other Party, constitutes a legally valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws or other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under applicable law, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Shareholder from, or to be given by such Shareholder to, or be made by such Shareholder with, any Governmental Authority in connection with the execution, delivery and performance by such Shareholder of this Agreement, the consummation by Shareholder of the transactions contemplated hereby hereby, the Plan of Arrangement or the other transactions contemplated by the Business Combination Agreement. (e) The execution, delivery and performance of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby, the Plan of Arrangement or the other transactions contemplated by the Business Combination Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Governing Documents of such Shareholder (if such Shareholder is not a natural person), (ii) with or conflict withwithout notice, any contractlapse of time or both, trusta breach or violation of, commitmenta termination (or right of termination) of or a default under, agreement, understanding, arrangement or restriction the loss of any kind benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Shareholder pursuant to which any Contract binding upon such Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 5(d), under any applicable provisions Law to which such Shareholder is subject, or (iii) any change in the rights or obligations of Sections 13 and 16 any party under any Contract legally binding upon such Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the Exchange Actaggregate, reasonably be expected to prevent or materially delay or impair such Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation by Shareholder of the Plan of Arrangement or the other transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderby the Business Combination Agreement. (ef) The Shares ownedThere is no action, the certificates representing the Shares held of record, andproceeding or investigation pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder that, (i) in any manner, questions the beneficial or record ownership of such Shareholder’s knowledge, Covered Shares or the certificates representing the Shares owned, but not held validity of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholderthis Agreement, or by a nominee or custodian for (ii) before (or, in the benefit case of Shareholderthreatened Actions, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements that would be before) any arbitrator or any other encumbrances whatsoever on titleGovernmental Authority, transferwhich challenges or seeks to prevent, enjoin or exercise materially delay the performance by such Shareholder of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising its obligations under this Agreement. (g) Such Shareholder has received a copy of and reviewed the Business Combination Agreement and has had the opportunity to consult with such Shareholder’s tax and legal advisors. Such Shareholder is a sophisticated Shareholder and has adequate information concerning the business and financial condition of SPAC and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Business Combination Agreement and has independently and based on such information as such Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Shareholder acknowledges that (i) SPAC and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement and (ii) the agreements contained herein with respect to the Covered Shares held by such Shareholder are irrevocable. (h) Such Shareholder understands and acknowledges that SPAC is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Shareholder contained herein. (i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which SPAC or the Company is or could be liable in connection with the Business Combination Agreement or this Agreement or any of the respective transactions contemplated hereby or thereby, in each case based upon arrangements made by such Shareholder in his, her or its capacity as a Shareholder or, to the knowledge of such Shareholder, on behalf of such Shareholder in his, her or its capacity as a Shareholder of the Company.

Representations and Warranties of the Shareholders. Shareholder hereby represents and warrants to Parent and Merger Sub as follows: (ai) Shareholder is the record and beneficial ownerowner of, or the beneficial ownerShareholder exercises voting power over, of the shares of Company Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time indicated on or after the date hereof during the term final page of this Agreement, which, on and as of the “Shares”date hereof, are free and clear of 97 any Encumbrances that would adversely affect the ability of Shareholder to carry out the terms of this Agreement except with respect to the encumbrances on Shares beneficially owned by Kennxxx Xxxxxxxxxx xx described in Section 5.16(b) of the Merger Agreement. The number of Shares set forth opposite Shareholder’s name on Schedule I the signature pages hereto are the only Shares beneficially owned by such Shareholder and, except as set forth on such signature pages, the Shareholder holds no options to this Agreement. Schedule I lists separately all options, warrants purchase or other rights to purchase Common Stock held by Shareholder (“Options”)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. (bii) Shareholder has the legal capacity requisite power and authority to execute and deliver enter into this Agreement and to consummate the transaction contemplated by this Agreement. The execution and delivery of this Agreement by such Shareholder and the consummation by such Shareholder of the transactions contemplated hereby. (c) by this Agreement have been duly authorized by all necessary action. This Agreement has been validly duly executed and delivered by such Shareholder and constitutes the legal, a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, except (i) as to enforceability, to the same may be limited by applicable bankruptcy, insolvency and other Laws insolvency, moratorium or similar laws of general applicability application relating to or affecting creditors’ rights ' rights, and (ii) for the limitations imposed by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to general equity principles. (d) Neither a right of termination, cancellation or acceleration of any obligation that would result in the creation of any Encumbrance upon any of the Shares owned by such Shareholder under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Shareholder or any Shares owned by such Shareholder. No consent, approval, order or authorization of any Governmental Entity is required by or with respect to such Shareholder in connection with the execution and delivery of this Agreement nor by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby will result in a violation ofby this Agreement, or a default underexcept (i) for applicable requirements, or conflict withif any, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Securities Exchange ActAct of 1934, as amended, and the consummation rules and regulations thereunder, and (ii) where the failure to obtain such consents, approvals, orders or authorizations would not prevent or materially delay the performance by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising its obligations under this Agreement. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform such Agreement.

Representations and Warranties of the Shareholders. Shareholder 4.1 Each of the Shareholders, on its own behalf and not on behalf of any other Shareholder, hereby severally represents and warrants to Parent Sonoma as at the date hereof and Merger Sub as at the Closing Date and acknowledges and confirms that Sonoma is relying upon the Shareholders' representations and warranties in connection with the Transaction, as follows: (a) Shareholder is the record and beneficial owner, or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither neither the execution and delivery of this Agreement by such Shareholder nor the consummation performance by such Shareholder of the transactions contemplated hereby its obligations hereunder will conflict with or result in in: (i) a violation ofviolation, contravention or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction breach by such Shareholder of any kind of the terms, conditions or provisions of any agreement or instrument to which such Shareholder is a party party, or such Shareholder is bound or constitute a default by such Shareholder thereunder, or, to the knowledge of such Shareholder, after due inquiry, under any statute, regulation, judgment, decree or law by which such Shareholder is subject or Shareholder’s assets are bound. Except for compliance with , or result in the applicable provisions creation or imposition of Sections 13 and 16 any mortgage, lien, charge or Encumbrance of any nature whatsoever upon any of the Exchange Act, the consummation NHL Shares; or (ii) a violation by such Shareholder of the transactions contemplated hereby will not violateany law or regulation or any applicable order of any court, arbitrator or governmental authority having jurisdiction over such Shareholder, or require such Shareholder, prior to the Closing or as a condition precedent thereof, to make any governmental or regulatory filings, obtain any consent, authorization, approval, clearance or notice underother action by any Person, any provision or await the expiration of any judgmentapplicable waiting period; (b) no Person has any agreement or option or any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option for the purchase of the NHL Shares, orderas the case may be, decreefrom such Shareholder; (c) such Shareholder has all necessary power, statuteauthority and capacity to enter into this Agreement and all other agreements and instruments to be executed by such Shareholder as contemplated by this Agreement and to carry out its obligations under this Agreement and such other agreements and instruments; (d) the execution and delivery of this Agreement and such other agreements and instruments and the consummation of the Transaction have been duly authorized by all necessary corporate action on the part of such Shareholder, law, rule or regulation applicable to Shareholder.as may be required; (e) The Shares ownedthis Agreement constitutes a valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms subject, the certificates representing the Shares held of record, andhowever, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and to the Shareholder’s knowledge, extent that equitable remedies such as specific performance and injunctions are only available in the certificates representing discretion of the court from which they are sought; (f) such Shareholder is the registered and beneficial owner of the NHL Shares owned, but not held of record, by Shareholder are nowas set out on Schedule "A" hereto, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, has good and valid title thereto free and clear of all liensany Encumbrances; (g) such Shareholder has the exclusive right and full power to exchange the NHL Shares with Sonoma as contemplated herein free and clear of any Encumbrances; (h) there is not pending or, claimsto the knowledge such Shareholder, security interestsafter due inquiry, proxiesthreatened or contemplated, voting trusts any suit, action, legal proceeding, litigation or agreementsgovernmental investigation of any sort which would: (i) in any manner restrain or prevent any of Shareholder from effectually or legally exchanging the NHL Shares in accordance with this Agreement; (ii) cause any Encumbrance to be attached to the NHL Shares; (iii) divest title to the NHL Shares; or (iv) make Sonoma or NHL liable for damages in connection with the Transaction; (i) such Shareholder has not entered into any agreement that would entitle any person to any valid claim against Sonoma for a broker's commission, optionsfinder's fee, rights, understandings or arrangements any like payment in respect of the exchange of the NHL Shares or any other encumbrances whatsoever on titlematters contemplated by this Agreement, transfer, and in the event that any Person acting or exercise of any rights of purporting to act for such Shareholder establishes a shareholder in respect of such Shares, except claim for any fee from Sonoma, such Shareholder severally covenants to indemnify and hold harmless Sonoma with respect thereto and with respect to all costs reasonably incurred in the defence thereof; and (j) none of the foregoing arising under this Agreementrepresentations and warranties knowingly contains any untrue statement of material fact or knowingly omits to state any material fact necessary to make any such covenant, warranty or representation not misleading to a prospective purchaser seeking full information as to the NHL Shares.

Representations and Warranties of the Shareholders. Each Shareholder hereby severally represents and warrants to Parent and Merger Sub as followsfollows as to such Shareholder: (a) a. Such Shareholder is the record and beneficial owner, or the beneficial owner, owner of the shares of Common Stock (together with any "Shares") set forth next to such Shareholder's name on Exhibit A hereto. Such Shareholder is the record and beneficial owner of the options and/or warrants to purchase Common Stock set forth next to such Shareholder's name on Exhibit B hereto ("Options and Warrants"). Such Shares and Options and Warrants constitute all of the shares of Common Stock which and other securities convertible into or exercisable or exchangeable for shares of Common Stock owned of record or beneficially by such Shareholder may acquire at any time on or after Shareholder. The Shares and the date hereof during shares of Common Stock issuable upon exercise of the term of this AgreementOptions and Warrants are collectively referred to herein as such Shareholder's "Subject Shares". b. Such Shareholder, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants if a corporation or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder entity, is duly organized, validly existing and in good standing under the laws of its respective jurisdiction, has the legal capacity all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate, partnership or other action to authorize the execution, delivery and performance of this Agreement. (c) c. This Agreement has been validly duly authorized, executed and delivered by such Shareholder and constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) d. Neither the execution and delivery of this Agreement nor the consummation by such Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, understanding or arrangement or restriction of any kind to which the Shareholder is a party or by bound or to which Shareholder or such Shareholder’s assets 's Subject Shares are boundsubject. Except for compliance with Neither the applicable provisions execution and delivery of Sections 13 and 16 of the Exchange Act, this Agreement nor the consummation by such Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to such Shareholder or such Shareholder's Subject Shares, except for any necessary filing under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") or state takeover laws. e. Such Shareholder has (eor, with respect to Option and Warrants, upon exercise will have) The sole voting power, sole power of disposition and all other shareholder rights with respect to all of such Shareholder's Subject Shares, with no restrictions, other than pursuant to applicable securities laws, on the Shareholder's rights of disposition pertaining thereto. Such Shareholder's Subject Shares owned, and the certificates or agreements representing the such Shareholder's Subject Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, now and at all times during the term hereof will be, be held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shareswhatsoever, except for any such encumbrances or proxies arising hereunder or otherwise disclosed in writing to the Parent. f. There is no suit, action, investigation or proceeding pending or, to the knowledge of such Shareholder, threatened against such Shareholder at law or in equity before or by any Governmental Authority that could reasonably be expected to materially impair the foregoing arising under this Agreementability of such Shareholder to perform such Shareholder's obligations hereunder or to consummate the transactions contemplated hereby, and there is no judgment, decree, injunction, rule, order or writ of any Governmental Authority to which such Shareholder or such Shareholder's assets are subject that could reasonably be expected to materially impair the ability of such Shareholder to perform such Shareholder's obligations hereunder or to consummate the transactions contemplated hereby.

Representations and Warranties of the Shareholders. Shareholder Each of the Shareholders hereby represents and warrants to Parent and Merger Sub the Purchaser, severally and not jointly, as follows: (a) Such Shareholder is the record and beneficial owner, or the beneficial owner, owner of the shares of Common Stock (together with any shares of Common Stock which such Shareholder as may acquire at any be adjusted from time to time pursuant to Section 6 hereof, the "Shares") set forth opposite his name on or after the date hereof during the term Schedule 1 to this Agreement. For purposes of this Agreement, the “term "Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement" does not include any option exercisable into Common Stock until such option is exercised. Schedule I 1 lists separately all options, warrants or other rights options issued to purchase Common Stock held by Shareholder (“Options”)the Shareholders. (b) Such Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been validly executed and delivered by such Shareholder and constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, except (i) as to enforceability, to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium and other Laws laws of general applicability relating application affecting enforcement of creditors' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to or affecting creditors’ rights equitable defenses and would be subject to general equity principlesthe discretion of the court before which any proceeding therefor may be brought. (d) Neither the execution and delivery of this Agreement nor the consummation by such Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, violate any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind other agreement to which such Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderparty. (e) The Shares owned, and the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, owned by such Shareholder are now, now and at all times during the term hereof will be, be held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shareswhatsoever, except for any of the foregoing such encumbrances or proxies arising under this Agreementhereunder.

Representations and Warranties of the Shareholders. Shareholder The Shareholders hereby represents represent and warrants warrant to Parent and Merger Sub the Company as follows: (a) If such Shareholder is not a natural person, such Shareholder is duly organized, validly existing and in good standing under the record and beneficial owner, or the beneficial owner, laws of the shares of Common Stock (together with any shares of Common Stock jurisdiction in which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)it is organized. (b) Shareholder Spetses is a corporation, duly incorporated, validly existing and in good standing under the laws of the Republic of the Xxxxxxxx Islands. Spetses has the legal capacity power and authority to own or hold under lease the assets it owns, and to transact the business it transacts, and has the power and authority to execute and deliver any instruments or documents as required by this Agreement and to consummate perform the transactions contemplated herebyprovisions thereof. Other than the articles of incorporation and the by-laws of Spetses, there are no other agreements or documents to which Spetses is a party with respect to the governance or capitalization of Spetses. (c) This 3.2 The execution, delivery and performance of this Agreement has been validly executed and delivered duly authorized by Shareholder all necessary action on the part of the Shareholders, and constitutes the a legal, valid and binding obligation of Shareholderthe Shareholders, enforceable against Shareholder each of them in accordance with its terms, subjectexcept as such enforceability may be limited by: (i) applicable bankruptcy. reorganization, as to enforceabilitymoratorium 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). 3.3 The Shares represent all of the issued and outstanding capital stock of Spetses. When sold and delivered in accordance with the terms of this Agreement for the Securities, to bankruptcythe Shares shall be duly authorized, insolvency validly issued, fully paid and other Laws non-assessable and shall be free of general applicability relating any liens, claims or encumbrances of any kind whatsoever. 3.4 Neither the Shareholders nor Spetses is a party to, subject to or affecting creditors’ rights 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 Shareholders or the transfer, conveyance and sale of the Shares to general equity principlesbe sold by the Shareholders to the Company pursuant to the terms hereof. (d) 3.5 Neither the execution execution, delivery and delivery performance of this Agreement nor the consummation by Shareholder of any of the transactions contemplated hereby hereunder will conflict with or result in any violation of or constitute a violation breach of any of the terms or provisions of the articles of incorporation, the by-laws or other organizational documents of the Shareholders or Spetses. 3.6 All consents or approvals or authorizations of, or a default underregistrations, filings or conflict declarations with, any contractgovernmental authority or any other person, trustif any, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance required in connection with the applicable provisions execution, delivery and performance by the Shareholders of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of this Agreement or the transactions contemplated hereby have been or at the Closing Date will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderhave been obtained by the Shareholders and will be in full force and effect. (e) 3.7 The Shares ownedShareholders are the sole owners of, and have good, valid and marketable title to, the certificates representing the Shares held of record, and, which are to be transferred to the Shareholder’s knowledge, Company by the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of ShareholderShareholders pursuant hereto, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, shareholder agreements, liens, claimspledges, charges, security interests, proxies, voting trusts or agreementsencumbrances, options, rightsclaims or other rights whatsoever. 3.8 There are no actions, understandings suits, proceedings pending or, to the Shareholders' knowledge, threatened against the Shareholders or arrangements Spetses or against any of the properties or assets of the Shareholders or Spetses in any court or before any arbitrator of any kind or before or by any governmental authority. Neither the Shareholders nor Spetses is a party to or subject to any writ, order, decree or judgment and there is no action, suit, proceeding or investigation by the Shareholders or Spetses currently pending or which the Shareholders or Spetses intends to originate. 3.9 Spetses has good and marketable title to the respective Vessel and all her spares and stores, whether on board or not as of the Closing Date. There are no liens, pledges, charges, security interests, encumbrances, options, claims or other rights of any kind whatsoever on any property owned by Spetses other than any maritime liens incurred in the ordinary course of business and relating to amounts that are not yet due and payable ("Permitted Liens"). Spetses has no indebtedness or other liabilities, matured or unmatured, direct or contingent other than debt created in the ordinary course of business. 3.10 Spetses has disclosed to the Company any and all agreements, contracts, licenses, obligations, leases, commitments or the like, that Spetses has entered into or undertaken in relation to its Vessel. From the date of this Agreement and until completion of the Closing, Spetses shall not be a party to any other management agreement, administrative services agreement or any other encumbrances whatsoever on titlecontract, transferlicense, obligation, lease, agreement, commitment or the like, written or oral, other than the technical management agreement entered by Spetses relating to its Vessel, which means any United States, international or non-United States (including the Xxxxxxxx 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. 3.11 The Vessel is operated in compliance with all applicable maritime guidelines and laws. Spetses is qualified to own and operate its 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 NIPPON KAIJI KYOKAI, 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 Date 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 exercise 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. Spetses 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. The Vessel has not carried crude petroleum or other "dirty" cargoes. 3.12 The Shareholders and Spetses 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. 3.13 No broker or finder has acted for the Shareholders in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any rights of a shareholder brokerage or finder's fee or other commissions in respect of such Sharestransactions based upon agreements, arrangements or understandings made by or on behalf of the Shareholders. (a) With respect to Spetses (i) all Tax Returns required to be filed by, or with respect to, Spetses prior to the date hereof have been duly and timely filed; (ii) all such Tax Returns were true, correct and complete in all material respects; (iii) all Taxes (whether or not shown on a Tax Return) owed by Spetses have been timely paid; (iv) no Tax examination, audit or proceeding is currently being conducted with respect to Spetses; (v) Spetses has not received notification from any Tax authority that it intends to commence a Tax examination, audit or proceeding with respect to Spetses; (vi) no claim has ever been made by any Tax authority in a jurisdiction where Spetses does not currently file a Tax Return that it is or may be subject to Tax by such jurisdiction, nor to the Shareholders' knowledge is any such assertion threatened; (vii) there is no outstanding request with respect to Spetses for any extension of time within which to pay any Taxes or to file any Tax Returns; (viii) Spetses has not waived in writing any statute of limitations of assessment or collection in respect of any Taxes (other than a waiver that has expired or terminated); (ix) there are no liens for any Tax (other than Taxes not yet due and payable) on the assets of Spetses; (x) Spetses does not have any income reportable for a period ending after the Closing Date but attributable to a transaction (e.g., an installment sale) occurring in or a change in accounting method made for a period ending on or prior to the Closing Date that resulted in a deferred reporting of income from such transaction or from such change in accounting method; and (xi) Spetses has withheld and paid over all Taxes required to have been withheld and paid over, and complied with all information reporting requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party for all periods for which the statute of limitations has not expired. (b) Spetses is not or has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and the Company is not required to withhold Taxes on the purchase of the Shares by reason of Section 1445 of the Code. (c) Spetses is not a party to or bound by any contract, plan or arrangement covering any employee or former employee, nor is there any agreement (including this Agreement) that Spetses is a party to that under any circumstances could obligate Spetses, to make payments to an employee or former employee that, individually or in the aggregate, could give rise to any payment (nor have any payments been made) that would not be deductible pursuant to Section 162 or 280G of the Code. Spetses does not have any employees except the Vessel's crew. (d) Spetses has never been a member of an affiliated group filing a consolidated United States federal income Tax Return. Spetses is not a party to any tax allocation, tax sharing or tax indemnification agreement or similar contract or arrangement, whether formal or informal. Spetses has no liability for Taxes of any other person under the Code or any other law, as a transferee or successor, by contract or otherwise. 3.15 There are no sales, use or similar taxes or levies due in connection with the sale of the Shares to the Company hereunder. 3.16 The Shareholders understand that the Securities have not been registered under the Securities Act of 1933, as amended (the "1933 Act") or any other applicable securities law and, accordingly, that none of the Shares may be offered, sold, transferred, pledged, hypothecated or otherwise disposed of, unless either registered pursuant to, or in a transaction exempt from, applicable securities law. 3.17 The Securities purchased by the Shareholders are being acquired for investment purposes only and not with a view to any public distribution thereof in violation of any securities laws, and the Shareholders shall not offer to sell or otherwise dispose of the Securities so acquired by it in violation of any of the foregoing arising registration requirements of the Securities Act. The Shareholders acknowledge that they are able to fend for themselves, can bear the economic risk of their investments in the Securities, and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of an investment in all of the Securities. The Shareholders understand that, when issued to the Shareholder at the Closing, none of the Securities will be registered pursuant to the 1933 Act and that all of the Securities will constitute "restricted securities" under this Agreementthe federal securities laws of the United States. 3.18 The Shareholders are not issuers, underwriters or dealers, within the meanings of Section 2 of the 0000 Xxx. 3.19 The Shareholders have neither solicited nor arranged (other than through any broker) for the solicitation of any orders to buy in anticipation of or in connection with the proposed sale of the Securities. 3.20 The Shareholders are not in the United States and are not a "U.S. Person" as defined in Rule 902 of Regulation S promulgated under the 1933 Act (a "U.S. Person"). The Securities were not offered to the Shareholders in the United States and at the time its buy order was made, it was outside the United States. Any agreement for the purchase of the Securities by the Shareholders was delivered to, completed, executed and delivered by, the Shareholders (or its authorized signatory) outside the United States. The Shareholders are not a "distributor" of securities, as that term is defined in Regulation S under the 1933 Act, nor a dealer in securities, and did not purchase the Securities for the account or benefit of, directly or indirectly, any U.S. Person.

Representations and Warranties of the Shareholders. Shareholder hereby Each Shareholder, severally and not jointly, represents and warrants to Parent and Merger Sub Purchaser, as of the date hereof and as of any Closing (as defined herein), as follows: (a) Such Shareholder is the record and beneficial ownerowner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, or as amended (the beneficial owner“Exchange Act”), of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term meaning will apply for all purposes of this Agreement) of, and has good title to, all of such Shareholder’s Securities, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction or limitation, including any restriction on the right to vote, sell or otherwise dispose of the Securities (each, a “SharesLien”) ), except as set forth opposite Shareholder’s name on Schedule I to in this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) The Securities set forth opposite his, her or its name on Schedule A constitute all of the securities (as defined in Section 3(a)(10) of the Exchange Act, which definition will apply for all purposes of this Agreement) of the Company beneficially owned, directly or indirectly, by such Shareholder. (c) Except for such Securities, such Shareholder does not, directly or indirectly, other than as disclosed on Schedule A, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is such Shareholder subject to any Contract, commitment, arrangement, understanding, restriction or relationship, other than this Agreement, that provides for such Shareholder to vote or acquire any securities of the Company. Such Shareholder holds exclusive power to vote the Securities and has not granted a proxy to any other person (as defined in the Merger Agreement, which meaning will apply for all purposes of this Agreement) to vote the Securities, subject to the limitations set forth in this Agreement. (d) Such Shareholder has the full legal capacity capacity, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform his, her or its obligations hereunder and such execution, delivery and performance have been authorized by such Shareholder, and no other proceedings or actions by such Shareholder are necessary therefor. (ce) This Agreement has been validly duly executed and delivered by such Shareholder and, assuming this Agreement constitutes a valid and constitutes binding agreement of Parent, Purchaser and the legalCompany, is a valid and binding obligation of Shareholder, such Shareholder enforceable against such Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (df) Neither the execution and delivery of this Agreement nor the consummation performance by such Shareholder of the transactions contemplated hereby his, her or its obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration or result in the creation of any Lien on any Securities under, or conflict with, (i) any contract, trustContract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Shareholder is a party or by which such Shareholder is bound or (ii) any injunction, judgment, writ, decree, order or ruling applicable to the Shareholder’s assets are bound. Except ; except for compliance with the applicable provisions of Sections 13 and 16 conflicts, violations, breaches, defaults, terminations, amendments, cancellations, accelerations or Liens, disclosed on Section 3.1(c) of the Exchange ActCompany Disclosure Schedule, that could not individually or in the consummation aggregate be reasonably expected to prevent or materially impair or delay the performance by such Shareholder of his, her or its obligations hereunder. (g) Neither the transactions contemplated hereby execution and delivery of this Agreement nor the performance by such Shareholder of his, her or its obligations hereunder will not violate, or require violate any consent, approval, or notice under, any provision of any judgment, orderlaw, decree, statute, law, rule or regulation applicable to Shareholderthe Shareholder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, the violation of which or failure to take any such action could, individually or in the aggregate, be reasonably expected to prevent or materially impair or delay the performance by such Shareholder of its obligations hereunder, other than any required notices or filings pursuant to federal or state securities laws. (eh) The Shares ownedExcept as set forth in Section 3.8 of the Merger Agreement, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of such Shareholder that is or will be payable by the Company or any of its subsidiaries. (i) Such Shareholder understands and acknowledges that Parent is entering into, and causing Purchaser to enter into, the certificates representing the Shares held of record, and, to the Merger Agreement in reliance upon such Shareholder’s knowledgeexecution, delivery and performance of this Agreement. (j) To the certificates representing the Shares ownedextent such Shareholder is a trust, but not held such Shareholder has supplied or made available to Parent or Purchaser true and correct copies of recordall documents establishing, by Shareholder are noworganizing, governing or controlling such trust including any order, decree or other judicial pronouncement affecting such trust documents, and at all times during such documents remain in full force and effect. (k) Neither the term hereof will be, held by Shareholder, Company nor any of its subsidiaries has any outstanding liabilities or by a nominee obligations to such Shareholder that were not fully reflected or custodian for reserved against in the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder most recent financial statements included in respect of such Sharesthe Filed Company SEC Documents, except for any of the foregoing arising under this Agreementimmaterial travel and other expenses related to service as an employee, officer or director and obligations relating to service as an employee, officer or director.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants to Parent the Company and Merger Sub the other Shareholders as follows: (a) If such Shareholder is a corporation, such Shareholder is a corporation duly incorporated, validly existing and in good standing under the record and beneficial owner, or the beneficial owner, laws of the shares state of Common Stock (together with any shares of Common Stock which its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted. If such Shareholder may acquire at any time is a partnership, such Shareholder is a partnership duly formed, validly existing and in good standing under the laws of the state of its formation and has all requisite partnership power and authority to own, lease and operate its properties and to carry on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)its business as presently conducted. (b) Such Shareholder has the legal capacity all necessary power and authority to execute enter into and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (c) . If such Shareholder is a corporation, the execution and delivery of this Agreement by such Shareholder have been duly and validly authorized by all necessary corporate action on the part of such Shareholder, and no other corporate proceedings or shareholder actions on the part of or with respect to such Shareholder are necessary to authorize this Agreement, the performance by such Shareholder of its obligations hereunder or the consummation by such Shareholder of the transactions contemplated hereby. If such Shareholder that is a partnership, the execution and delivery of this Agreement by such Shareholder have been duly and validly authorized by all necessary partnership action on the part of such Shareholder and all necessary action on the part of its partners, and no other proceedings or actions on the part of or with respect to such Shareholder or its partners are necessary to authorize this Agreement, the performance by such Shareholder of its obligations hereunder or the consummation by such Shareholder of the transactions contemplated hereby. This Agreement has been validly duly executed and delivered by such Shareholder and constitutes the a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesthe terms hereof. (d) Neither the execution and delivery of this Agreement nor the consummation by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising under this Agreement.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants (severally and not jointly as to Parent and Merger Sub itself only) to the Acquiror as follows: (a) Such Shareholder is the record sole beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and beneficial ownerhas good, valid and marketable title to or has a valid proxy to vote, such Shareholder’s Covered Shares, free and clear of any Liens (other than as created by this Agreement or the beneficial owner, Organizational Documents of the shares Company). As of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during hereof, other than the term of this Agreement, the “Shares”) Owned Shares set forth opposite such Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options1, warrants such Shareholder does not own beneficially any shares of Company Share or other rights to purchase Common Stock held by Shareholder equity securities of the Company (“Options”)or any securities convertible, exchangeable for or convertible into shares of Company Share or other equity securities of the Company) or any interest therein. (b) Such Shareholder in each case except as provided in this Agreement or the Organizational Documents of the Company, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the legal capacity matters set forth herein whether by ownership or by proxy, in each case, with respect to such Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Such Shareholder affirms that (i) if the Shareholder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if the Shareholder is not a natural person, (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 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. (c) . This Agreement has been validly duly executed and delivered by such Shareholder and constitutes and, subject to the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither the due execution and delivery of this Agreement nor by each other Party, constitutes a legally valid and binding agreement of such Shareholder enforceable against the Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws or other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Shareholder from, or to be given by such Shareholder to, or be made by such Shareholder with, any Governmental Authority in connection with the execution, delivery and performance by such Shareholder of this Agreement, the consummation by Shareholder of the transactions contemplated hereby or the Transactions. (e) The execution, delivery and performance of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of such Shareholder (if such Shareholder is not a natural person), (ii) with or conflict withwithout notice, any contractlapse of time or both, trusta breach or violation of, commitmenta termination (or right of termination) of or a default under, agreement, understanding, arrangement or restriction the loss of any kind benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Shareholder pursuant to which any Contract binding upon such Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable provisions Law to which such Shareholder is subject or (iii) any change in the rights or obligations of Sections 13 and 16 any party under any Contract legally binding upon such Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the Exchange Actaggregate, the consummation by Shareholder of reasonably be expected to prevent or materially delay or impair such Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderthe Transactions. (ef) The Shares ownedAs of the date of this Agreement, the certificates representing the Shares held of record, andthere is no Action pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder that, in any manner, questions the beneficial ownership of the Shareholder’s knowledge, Covered Shares or the certificates representing the Shares owned, but not held validity of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholderthis Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by a nominee or custodian for the benefit such Shareholder of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising its obligations under this Agreement. (g) The Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Acquiror and the Company to make an informed decision regarding this Agreement and the Transactions and has independently and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Shareholder acknowledges that Acquiror and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. The Shareholder acknowledges that the agreements contained herein with respect to the Covered Shares held by the Shareholder are irrevocable. (h) Such Shareholder understands and acknowledges that Acquiror is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Shareholder contained herein. (i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Acquiror or the Company is or could be liable in connection with the Business Combination Agreement or this Agreement or any of the respective transactions contemplated hereby or thereby, in each case based upon arrangements made by such Shareholder in his, her or its capacity as a shareholder or, to the knowledge of such Shareholder, on behalf of such Shareholder in his, her or its capacity as a shareholder.

Representations and Warranties of the Shareholders. Each -------------------------------------------------- Shareholder hereby severally represents and warrants warrants, as to Parent and such Shareholder, to Merger Sub as follows: (a) a. Except as described on Schedule I hereto, such Shareholder is the record and beneficial owner, or the beneficial owner, owner of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “"Shares”") set forth opposite next to such Shareholder’s 's name on Schedule I to this Agreement. Schedule I lists separately Exhibit A attached hereto and such Shares constitute all options, warrants or other rights to purchase Common Stock held of the shares of capital stock of the Company owned by such Shareholder (“Options”)as of the date hereof. (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) b. This Agreement has been validly duly authorized, executed and delivered by such Shareholder and constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium and other Laws of general applicability similar laws relating to or affecting creditors’ ' rights generally and to general equity principlesprinciples of equity. (d) c. Neither the execution and delivery of this Agreement nor the consummation by such Shareholder of the transactions contemplated hereby will result in a violation of, or a default (or an event that with notice or lapse of time or both would become a default) under, or conflict with, any contract, trust, commitment, agreement, understanding, understanding or arrangement or restriction of any kind to which the Shareholder is a party or bound or to which such Shareholder's Shares are subject or result in the creation of any Lien (as defined below) on any of such Shareholder's Shares. Consummation by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by such Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, under any provision of any judgment, order, decree, writ, injunction, statute, law, rule or regulation applicable to such Shareholder or such Shareholder's Shares, except for any necessary filing under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). (e) The d. Except as described on Schedule I attached hereto, such Shareholder's Shares owned, and the certificates representing the such Shareholder's Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, now and at all times during the term hereof will be, be held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title(collectively, transfer, or exercise of any rights of a shareholder in respect of such Shares"Liens"), except for any such encumbrances or proxies arising hereunder or otherwise disclosed to Merger Sub; provided, however, that such Shareholder may transfer all or a portion of the foregoing arising under Shares in accordance with Section 3 of this Agreement.

Representations and Warranties of the Shareholders. Shareholder 4.1 The Shareholders severally represent and warrant to ParentCo that the statements contained in this Section 4.1 are correct and complete as of the date of this Agreement and shall be correct and complete as of the Closing Date (as though made then) and hereby represents acknowledge and warrants to Parent confirm that ParentCo is relying upon such representations and Merger Sub as followswarranties in connection with the transactions contemplated herein: (a) Shareholder is the record and beneficial owner, or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) each Shareholder has the legal capacity all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.perform its obligations hereunder; (cb) This this Agreement has been validly duly executed and delivered by and on behalf of each Shareholder and constitutes the legal, valid and binding obligation obligations of Shareholder, each Shareholder enforceable against such Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.; (dc) Neither the execution and delivery of this Agreement nor the consummation Hippocampe Common Shares owned by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by each Shareholder are nowowned by such Shareholder as the sole legal and beneficial owner of record with good, full and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholdermarketable title thereto, free and clear of all any mortgages, liens, claimscharges, restrictions, security interests, proxiesadverse claims, voting trusts pledges, encumbrances or agreementsdemands whatsoever, optionsand are issued and outstanding as fully paid and non-assessable; (d) no person, rightsfirm or corporation has any agreement or option, understandings or arrangements or any other encumbrances whatsoever on titleright or privilege (whether by law, transferpre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition, transfer or exercise contribution from any Shareholder of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising under Hippocampe Common Shares or any interest therein or right thereto owned by such Shareholder, other than pursuant hereto; and (e) there is no legal or regulatory action or proceeding pending or threatened by any person to enjoin, restrict or prohibit the contribution of the Hippocampe Common Shares by each Shareholder as contemplated herein. 4.2 In addition to the representations and warranties made in Section 4.1 hereof, the Shareholders severally represent and warrant to ParentCo that the statements contained in Schedule "B" hereto are correct and complete as of the date of this AgreementAgreement and shall be correct and complete as of the Closing Date (as though made then) and hereby acknowledge and confirm that ParentCo is relying upon such representations and warranties in connection with the transactions contemplated herein.

Representations and Warranties of the Shareholders. Each Shareholder hereby hereby, severally and not jointly, represents and warrants to Parent and Merger Sub the Company as to itself as follows: (a) The Shareholder is the record beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and beneficial ownerhas good, or valid and marketable title to, the beneficial ownerOwned Shares, free and clear of Liens other than as created by this Agreement and Permitted Liens. As of the date hereof, other than the Owned Shares and any other shares of Common Stock (together with any shares capital stock of Common Stock which such the Parent that become Covered Shares that the Shareholder may acquire at any time on acquires record or beneficial ownership after the date hereof during that is either permitted pursuant to, or acquired in accordance with, Section 5.2(c)(iii) of the term of this Merger Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants Shareholder does not own beneficially or other rights to purchase Common Stock held by Shareholder of record any shares of capital stock of the Parent (“Options”or any securities convertible into shares of capital stock of the Parent). (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, (iii) has not granted a proxy or power of attorney with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) The Shareholder (i) if a legal entity, is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby or (ii) if an individual, has legal competence and capacity to execute enter into this Agreement and all necessary authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (c) . This Agreement has been validly duly executed and delivered by the Shareholder and constitutes the legal, a valid and binding obligation agreement of Shareholder, the Shareholder enforceable against the Shareholder in accordance with its terms, subject, as subject to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesthe Remedies Exceptions. (d) Neither Other than the execution filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations 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 Authority in connection with the execution, delivery and performance by the Shareholder of this Agreement nor Agreement, the consummation by Shareholder of the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement). (e) The execution, delivery and performance of this Agreement by the Shareholder do not, and the consummation of the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement) will not, constitute or result in (i) if the Shareholder is a legal entity, a breach or violation of, or a default under, the limited liability company agreement or conflict withsimilar governing documents of the Shareholder, any contract(ii) with or without notice, trustlapse of time or both, commitmenta breach or violation of, agreementa termination (or right of termination) of or a default under, understanding, arrangement or restriction the loss of any kind benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on the Covered Shares (other than Permitted Liens) pursuant to which any contract binding upon the Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 5(d), under any applicable provisions Law to which the Shareholder is subject or (iii) any change in the rights or obligations of Sections 13 and 16 any party under any contract legally binding upon the Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, loss, acceleration, Lien or change that would not, individually or in the Exchange Actaggregate, reasonably be expected to prevent or materially delay or impair the consummation by Shareholder of Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby will not violate(including, or require any consentfor the avoidance of doubt, approvalthose covenants, or notice under, any provision agreements and obligations under this Agreement that relate to the provisions of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderthe Merger Agreement). (ef) The Shares ownedAs of the date of this Agreement, the certificates representing the Shares held of recordthere is no action, andproceeding or, to the Shareholder’s knowledge, investigation pending against the certificates representing Shareholder or, to the Shares owned, but not held knowledge of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, threatened against the Shareholder that questions the beneficial or by a nominee or custodian for record ownership of the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such ’s Owned Shares, except for any the validity of this Agreement or the foregoing arising performance by the Shareholder of its obligations under this Agreement. (g) The Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon 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 Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly and severally), hereby represents and warrants to Parent and Merger Sub as of the date hereof as follows: (a) Such Shareholder is the record beneficial owner of, and beneficial ownerhas good and valid title to, the Covered Shares, free and clear of all Liens that would materially and adversely affect the ability of such Shareholder to perform his, her or the beneficial owner, its obligations under this Agreement other than as created by this Agreement and pursuant to applicable securities Laws. As of the shares date hereof, other than the Owned Shares (and any equity awards relating thereto, including any Class B Units), such Shareholder does not own beneficially or of Common Stock (together with record any shares of Common Stock which such Shareholder may acquire at any time on capital stock (including common shares of beneficial interest) or after voting securities of the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)Company. (b) Each Shareholder that is an individual has the legal capacity all requisite power and authority, and each Shareholder that is an entity has all requisite entity power and authority, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, except as to enforceability, to enforcement may be limited by applicable bankruptcy, insolvency and other Laws of general applicability relating to insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to by general principles of equity principles(regardless of whether considered in a proceeding in equity or at law). (dc) Neither Except for the execution applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement nor by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby will and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (A) result in a any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or conflict withgive to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind Contract to which such Shareholder is a party or by which such Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions any property or asset of Sections 13 and 16 of the Exchange Actsuch Shareholder is bound or affected or (B) violate any order, the consummation by Shareholder of the transactions contemplated hereby will not violatewrit, or require any consent, approval, or notice under, any provision of any judgment, orderinjunction, decree, statute, law, rule or regulation applicable to such Shareholder or any of such 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 such Shareholder’s ability to perform its obligations hereunder. (d) As of the date of this Agreement, there is no litigation pending against any such Shareholder, or, to the knowledge of such Shareholder, threatened against such 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 any such Shareholder of such Shareholder’s obligations under this Agreement. (e) The Shares owned, Such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the certificates representing the Shares held of record, and, to the Merger Agreement in reliance upon such Shareholder’s knowledge, execution and delivery of this Agreement and the certificates representing the Shares owned, but not held of record, by Shareholder are now, representations and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect warranties of such Shares, except for any of the foregoing arising under this AgreementShareholder contained herein.

Representations and Warranties of the Shareholders. Shareholder Each of the Shareholders, on its own behalf and not on behalf of any other Shareholder, hereby severally (and, for greater certainty, not jointly with any other Shareholder) represents and warrants to Parent the Purchaser as follows and Merger Sub as followsacknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein: (a) the Shareholder is the record registered and beneficial owner, or the beneficial owner, holder of the that number of shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) SLFC set forth opposite the Shareholder’s name on in Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder “A” (“Options”). (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither the execution and delivery of this Agreement nor the consummation by Shareholder such shares comprising part of the transactions contemplated hereby will result in a violation ofPurchased Securities), or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 good and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholdermarketable title thereto, free and clear of all liens, claimsmortgages, security interests, proxiespledges, voting trusts or agreementsdemands, options, rights, understandings or arrangements or any claims and other encumbrances of any nature whatsoever on titleand, transferthe Shareholder has no rights or options to receive or acquire additional shares of SLFC. No Person other than the Purchaser has, or exercise has any right capable of becoming, any agreement, option, right or privilege for the purchase or other acquisition from the Shareholder of any rights of a shareholder in respect of such SharesPurchased Securities. There are no restrictions of any kind on the transfer of the Shareholder’s Purchased Securities except those set out in the constating documents of SLFC and applicable Laws; (b) the Shareholder has good right, full power and absolute authority to assign, sell and transfer its Purchased Securities in accordance with the terms of this Agreement, free and clear of all liens, mortgages, security interests, pledges, demands, claims and other encumbrances of any nature whatsoever; (c) the Shareholder has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the Shareholder as contemplated by this Agreement and to carry out the obligations thereof under this Agreement and such other agreements and instruments; (d) if the Shareholder is a corporation, the execution and delivery of this Agreement has been authorized by all necessary corporate action of the Shareholder and this Agreement constitutes a valid and binding obligation of the Shareholder, and is enforceable against it in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought; (e) no consent, approval, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Shareholder is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement or the consummation of the Transaction, except for any those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the foregoing arising Transaction or otherwise prevent the Shareholder from performing its obligations under this Agreement; (f) the Shareholder is resident at the address set forth opposite the Shareholder’s name in Schedule “A”; (g) the Shareholder has not authorized any person to act as broker or finder or in any other similar capacity in connection with the transactions contemplated by this Agreement; and (h) to the knowledge of the Shareholder, no representation or warranty of the Shareholder contained in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading.

Representations and Warranties of the Shareholders. Shareholder 4.1 Each of the Shareholders hereby severally represents and warrants to Parent the Acquiror and Merger Sub as followsacknowledges and confirms that the Acquiror is relying upon such Shareholders’ representations and warranties in connection with the purchase by the Acquiror of the Acquired Corporation Shares to be transferred by the Shareholders to the Acquiror pursuant to Section 2.1 of this Agreement and in connection with the issuance of the Consideration Shares: (a) Shareholder is the record and beneficial owner, or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither neither the execution and delivery of this Agreement Agreement, or any other agreements and instruments executed in connection with the Transaction by the Shareholder nor the consummation performance by the Shareholder of its obligations hereunder and thereunder will conflict with or result in: (i) a violation, contravention or breach by the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction Shareholder of any kind of the terms, conditions or provisions of any agreement or instrument to which such the Shareholder is a party party, or by which the Shareholder is bound or constitute a default by the Shareholder thereunder, or, to the knowledge of the Shareholder, after due inquiry, under any statute, regulation, judgment, decree or law by which the Shareholder is subject or bound, or result in the creation or imposition of any mortgage, lien, charge or Encumbrance of any nature whatsoever upon any of the Shareholder’s assets are bound. Except for compliance with Acquired Corporation Shares; or (ii) a violation by the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of any law or regulation or any applicable order of any court, arbitrator or governmental authority having jurisdiction over the transactions contemplated hereby will not violateShareholder, or require the Shareholder, prior to the Closing or as a condition precedent thereof, to make any governmental or regulatory filings, obtain any consent, authorization, approval, clearance or notice underother action by any Person, any provision or await the expiration of any judgmentapplicable waiting period; (b) no Person has any agreement or option or any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option for the acquisition from the Shareholder of any of the Shareholder’s Acquired Corporation Shares; (c) the Shareholder has all necessary power, orderauthority and capacity to enter into theAgreement, decreeand all other agreements and instruments to be executed by it as contemplated by the Agreement and to carry out its obligations under the Agreement, statuteand such other agreements and instruments; (d) the execution and delivery of the Agreement, law, rule or regulation applicable to Shareholder.and such other agreements and instruments and the consummation of the Transaction have been duly authorized by all necessary corporate action on the part of the Shareholder as may be required; (e) the Agreement constitutes a valid and binding obligation of the Shareholderenforceable against the undersigned in accordance with its terms subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought; (f) the Shareholder is the registered and legal beneficial owner of its Acquired Corporation Shares as set forth in Schedule “A” to the Agreement and identified on the signature page hereto and has good and valid title thereto free and clear of any Encumbrances; (g) the Shareholder has the exclusive right and full power to transfer its Acquired Corporation Shares to the Acquiror as contemplated in the Agreement free and clear of any Encumbrances; (h) there is not pending or, to the knowledge of the Shareholder, after due inquiry, threatened or contemplated, any suit, action, legal proceeding, litigation or governmental investigation of any sort which would: (i) in any manner restrain or prevent the Shareholder from effectually or legally transferring its Acquired Corporation Shares to the Acquiror in accordance with the Agreement; (ii) cause any Encumbrance to be attached to its Acquired Corporation Shares; (iii) divest title to its Acquired Corporation Shares; or (iv) make the Acquiror or the Corporation liable for damages in connection with the Transaction; (i) to the knowledge of the undersigned, after due inquiry, there is not pending, threatened or contemplated, any suit, action, legal proceeding, litigation or governmental investigation of any sort relating to the Shareholder, its Acquired Corporation Shares or the Transaction, nor is there any present state of facts or circumstances which can be reasonably anticipated to be a basis for any such suit, action, legal proceeding, litigation or governmental investigation nor is there presently outstanding against the Shareholder, any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality, or arbitrator; (j) the Shareholder has not entered into any agreement that would entitle any person to any valid claim against the Acquiror for a broker’s commission, finder’s fee, or any like payment in respect of the acquisition and sale of the Acquired Corporation Shares or any other matters contemplated by the Agreement, and in the event that any Person acting or purporting to act for the undersigned establishes a claim for any fee from the Acquiror, the Shareholder severally covenants to indemnify and hold harmless the Acquiror with respect thereto and with respect to all costs reasonably incurred in the defence thereof; (k) the Shareholder has had the opportunity to ask questions of and receive answers from the Acquiror regarding the acquisition of the Consideration Shares, and has received all the information regarding Acquiror that it has requested; (l) the Shareholder acknowledges that the Consideration Shares are highly speculative in nature and that the Shareholder has such sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment. In connection with the delivery of the Consideration Shares, the Shareholder has not relied upon the Acquiror for investment, legal or tax advice, or other professional advice, and has in all cases sought or elected not to seek the advice of his own personal investment advisers, legal counsel and tax advisers. The Shareholder is able, without impairing his financial condition, to bear the economic risk of, and withstand a complete loss of the investment and he can otherwise be reasonably assumed to have the capacity to protect his own interests in connection with its investment in the Consideration Shares; (m) the Shareholder acknowledges that the Consideration Shares ownedhave not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and the Consideration Shares are being offered and sold to the Shareholder in reliance upon Rule 506(b) of Regulation D and/or Section 4(a)(2) under the U.S. Securities Act; (n) the Shareholder is an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act; (o) the Shareholder acknowledges that it is not acquiring the Consideration Shares as a result of “general solicitation” or “general advertising” (as such terms are used in Regulation D under the U.S. Securities Act), including without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or broadcast over radio or television or on the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (p) the Shareholder acknowledges that the Consideration Shares are “restricted securities”, as such term is defined under Rule 144 of the Securities Act, and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, without prior registration under the U.S. Securities Act and applicable state securities laws, or pursuant to an exemption from the registration requirements of the U.S. Securities Act; (q) the Shareholder understands that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable U.S. state laws and regulations, the certificates representing the Consideration Shares held of recordwill bear a legend in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, andAS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”, provided, that if the Consideration Shares are being sold under clause (B) above, the legend set forth above may be removed by providing a declaration to Acquiror’s registrar and transfer agent in such form as the Resulting Issuer or its registrar and transfer agent may prescribe from time to time, to the Shareholder’s knowledgeeffect that the sale of the securities is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act; provided further that if the Consideration Shares are being sold under clauses (C) and (D) above, the certificates representing legend may be removed by delivery to the Shares owned, but not held Resulting Issuer and its transfer agent of record, by Shareholder are now, an opinion of counsel of recognized standing in form and at all times during substance reasonably satisfactory to the term hereof will be, held by Shareholder, or by a nominee or custodian for Resulting Issuer to the benefit effect that the legend is no longer required under applicable requirements of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any the U.S. Securities Act; (r) none of the foregoing arising under representations and warranties knowingly contains any untrue statement of material fact or knowingly omits to state any material fact necessary to make any such covenant, warranty or representation not misleading to a prospective acquiror seeking full information as to the Acquired Corporation Shares; and (s) to the knowledge of the Shareholder, none of the representations and warranties made by the Corporation in Section 3.1 of this AgreementAgreement is untrue or inaccurate in any material respect.

Representations and Warranties of the Shareholders. The Shareholder hereby represents and warrants to Parent each of the Investors (and Merger Sub acknowledges that each of the Investors is relying upon such representations and warranties) as follows: a. The ordinary shares, par value US$0.01 per share, of the Company (athe "Ordinary Shares") set forth on Annex I hereto include all Ordinary Shares held of record, owned by, or for which the Shareholder has or shares any voting power or power of disposition, provided that any such shares shall cease to be "Ordinary Shares" from and after such time as such shares are transferred to the extent permitted by Section 2. The Shareholder is the record legal and beneficial owner, or the beneficial ownerhas sole voting power, sole power of disposition and sole power to agree to all of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) matters set forth opposite Shareholder’s name in this Agreement with respect to the Ordinary Shares set forth on Schedule Annex I hereto. The Shareholder has good title to this Agreementthe Ordinary Shares set forth on Annex I hereto, free and clear of all liens, pledges, mortgages and encumbrances. Schedule Other than the Ordinary Shares set forth on Annex I lists separately all optionshereto, warrants no Ordinary Shares or other rights to purchase Common Stock held voting securities of the Company are beneficially owned or controlled directly or indirectly by the Shareholder (“Options”other than as may be issued upon exercise of employee stock options), and the Shareholder does not beneficially own or control directly or indirectly any other securities having the right to vote with respect to the Special Resolutions. (b) b. The Shareholder has the legal capacity (including, if the Shareholder is a corporation, due corporate authorization) to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) . This Agreement has been validly duly executed and delivered by the Shareholder, and, assuming the due authorization, execution and delivery by each of the Investors, this Agreement constitutes the legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). If the Shareholder is married, and the Ordinary Shares of the Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of of, the Shareholder's spouse, enforceable against Shareholder in accordance with its terms, subject, except as to enforceability, to such enforceability may be affected by bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other Laws of general applicability similar laws relating to or affecting creditors’ ' rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law). (d) c. Neither the execution and delivery of this Agreement nor by the Shareholder, the consummation by the Shareholder of the transactions contemplated hereby will nor the compliance by the Shareholder with any of the provisions hereof shall (i) result in a violation any breach of, or constitute a default underor an event which with notice or lapse of time or both would become a default (or give rise to any third party right of termination, cancellation, material modification or conflict withacceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, trust, commitmentlicense, agreement, understandinglease, arrangement permit or restriction of any kind other instrument or obligation to which the Shareholder is a party or by which the Shareholder or Shareholder’s any of its properties or assets are (including the Ordinary Shares and any options issued by the Company to purchase Ordinary Shares ("Options")) may be bound. Except , (ii) except for compliance with filings under U.S. securities laws, require on the applicable provisions of Sections 13 and 16 part of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violateany filing with, or require permit, authorization, consent or approval of, any consentGovernmental Authority, approval(iii) violate any order, writ, injunction, decree, judgment or law applicable to the Shareholder or any of its properties or assets, or notice under, (iv) conflict with or result in a default under any provision of any judgmentthe certificate of incorporation, order, decree, statute, law, rule bylaws or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any similar organizational documents of the foregoing arising Shareholder (if not a natural person), excluding from clauses (i), (ii) and (iii) above such violations, breaches, defaults or failures to make any filing or to obtain any permit, authorization, consent or approval which would not, individually or in the aggregate, reasonably be expected to materially delay or impair the ability of the Shareholder to perform its obligations under this Agreement. d. There is no private or governmental Action pending before any Governmental Authority, or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its properties or any of its officers or directors in the case of a corporate entity (in their capacities as such) that, individually or in the aggregate, would reasonably be expected to materially delay or impair the Shareholder's ability to perform its obligations under this Agreement. There is no judgment, decree or order against the Shareholder or, to the knowledge of the Shareholder, any of its directors or officers in the case of a corporate entity (in their capacities as such), that would reasonably be expected to materially delay or impair the Shareholder's ability to perform its obligations under this Agreement.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants to Parent and Merger Sub as followsthat: (a) Shareholder If it is a legal person, it is duly organized and validly existing under the record and beneficial owner, or the beneficial owner, laws of the shares jurisdiction of Common Stock its organization and has the power (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”corporate and other) set forth opposite Shareholder’s name on Schedule I and authority to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)conduct its business as presently conducted. (b) Shareholder has the legal capacity The Shareholders have full power (corporate and other) and authority to execute and deliver enter into this Agreement and for this purpose have been duly authorized by all proper and necessary corporate action, if applicable; and that no consent or approval of stockholders is required as a condition to consummate the transactions contemplated herebyvalidity or performance of this Agreement. All authorizations, consents, approvals, registrations, exemptions and licenses with or from governmental authorities which are necessary for the validity hereof, the execution and delivery of this Agreement and the performance by the Shareholders of their obligations hereunder have been effected or obtained. (c) This Agreement has been validly duly authorized, executed and delivered by Shareholder the Shareholders and constitutes the legal, valid and legally binding obligation of Shareholderthe Shareholders, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither the execution and delivery of entering into this Agreement nor the consummation by Shareholder compliance with any of the transactions contemplated hereby their respective terms will conflict with, violate or result in a violation breach of any of the terms, conditions or provisions of, or constitute a default or require any consent under, or conflict with, any contract, trust, commitment, shareholders agreement, understandingindenture, mortgage, agreement or other instrument or arrangement or restriction of any kind to which Shareholder is the Shareholders are a party or by which Shareholder it is bound, including, but not limited to the Sponsors Agreement, or Shareholder’s assets are bound. Except for compliance with violate any of the applicable terms or provisions of Sections 13 and 16 the Shareholders' Articles of the Exchange ActAssociation, the consummation by Shareholder of the transactions contemplated hereby will not violate, bylaws or require any consent, approval, equivalent documents or notice under, any provision of any judgment, order, decree, decree or order or any statute, law, rule or regulation applicable to Shareholderthe Shareholders. (e) The Shares ownedNo Shareholder is engaged in or is the subject of any significant litigation, the certificates representing the Shares held of recordarbitration, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholderadministrative regulatory compliance proceedings, or investigations, nor are there any significant litigation, arbitration, administrative regulatory compliance proceedings or investigations pending or threatened before any court or arbitrator or before or by a nominee or custodian for any governmental authority, nor is the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise Shareholder aware of any rights of a shareholder in respect of facts likely to give rise to any significant such Shares, except for any proceedings. (f) Each of the foregoing arising under representations and warranties made by the Company in this AgreementAgreement and the Subscription Agreement are true and correct.

Representations and Warranties of the Shareholders. Shareholder hereby Each Shareholder, severally and not jointly, represents and warrants to Parent and Merger Sub as follows: (a) Such Shareholder is not a party to any agreements purporting to restrict the record and beneficial owner, or the beneficial owner, transfer of the shares of Common Stock (together with CROWD IGNITION Stock, nor any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreementvoting agreements, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants voting trusts or other rights to purchase Common Stock held by Shareholder (“Options”)arrangements restricting or affecting the voting of the CROWD IGNITION Stock. (b) Shareholder has the legal capacity The Shareholders have full right, power and authority to execute sell, transfer and deliver the CROWD IGNITION Stock, and upon delivery of the certificates therefor together with stock powers as contemplated in this Agreement Agreement, the Shareholders will transfer to OLB valid and marketable title to the CROWD IGNITION Stock, including all voting and other rights to the CROWD IGNITION Stock, free and clear of all pledges, liens, security interests, adverse claims, options, rights of any third party, or other encumbrances. Each of the Shareholders owns and holds that the number or percentage of CROWD IGNITION Stock, which are listed opposite their names on Exhibit A attached hereto. (c) There is no litigation or proceeding pending, or to such Shareholder’s knowledge, threatened, against such Shareholder relating to such Shareholder’s ownership of CROWD IGNITION Stock or that may materially adversely affect the ability of such Shareholder to consummate the transactions contemplated hereby. (cd) This Agreement has been validly executed and delivered by The current residence address or principal place of business (for any non-individual shareholder) of such CROWD IGNITION Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, is as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principleslisted on Exhibit A attached hereto. (df) Neither Such CROWD IGNITION Shareholder has had the execution opportunity to perform all due diligence investigations of OLB and delivery its business as they have deemed necessary or appropriate and to ask questions of this Agreement nor OLB’s officers and directors and have received satisfactory answers to all of their questions. Such Shareholder has had access to all documents and information about OLB and has reviewed sufficient information to allow such Shareholder to evaluate the consummation by Shareholder merits and risks of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 acquisition of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to ShareholderOLB Stock. (eg) The Shares ownedSuch Shareholder is acquiring the OLB Stock for his, her or its own account (and not for the account of others) for investment and not with a view to the distribution therefor. Such Shareholder will not sell or otherwise dispose of the OLB Stock without registration under the Securities Act of 1933, as amended, or an exemption therefrom, and the certificate or certificates representing the Shares held of record, and, OLB Stock will contain a legend to the Shareholder’s knowledgeforegoing effect. (h) Each Shareholder represents to OLB that he, she or it is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the certificates representing the Shares ownedSecurities Act of 1933, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising under this Agreementas amended.

Representations and Warranties of the Shareholders. Each Shareholder hereby severally represents and warrants to Parent and Merger Sub the Company as follows: (a) Shareholder is The execution, delivery and performance of this Agreement and the record and beneficial owner, or the beneficial owner, consummation of the shares transactions contemplated hereby have been duly and validly authorized by such Shareholder, and no other proceedings on the part of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on are necessary to authorize this Agreement or after to consummate the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)transactions so contemplated. (b) This Agreement has been duly and validly executed and delivered by such Shareholder has and, assuming this Agreement constitutes a valid and binding obligation of the legal capacity to execute Company, constitutes a legal, valid and deliver binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remedies). (c) The execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with its organizational documents; (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to such Shareholder or any of its properties; or (iii) conflict with, or result in the breach or termination of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which such Shareholder is entitled under any provision of any agreement, contract, license or other instrument binding upon such Shareholder or any of its properties, or allow the acceleration of the performance of any obligation of such Shareholder under any indenture, mortgage deed of trust, lease, license, contract, instrument or other agreement to which such Shareholder is a party or by which such Shareholder, its assets or properties is subject or bound, other than such contraventions, conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to prevent, delay or impair such Shareholder's ability to consummate the transactions contemplated by this Agreement. (d) Other than any filings required by the Exchange Act or the rules and regulations promulgated thereunder, the execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby by such Shareholder require no filings, notices, declarations, consents or other actions to be made by such Shareholder with, nor are any approvals or other confirmations or consents required to be obtained by such Shareholder from, any governmental authority. (e) As of the date hereof, there is no action, suit, claim, investigation or proceeding pending or, to the knowledge of such Shareholder, threatened against such Shareholder or its properties before any court or arbitrator or any governmental authority which challenges or seeks to prevent, enjoin, alter or delay the Merger or any of the other transactions contemplated hereby or by the Merger Agreement. As of the date hereof, such Shareholder is not, and none of its properties is, subject to any order, writ, judgment, injunction, decree, determination or award which would prevent, delay or impair the consummation of the transactions contemplated hereby. (cf) This Agreement has been validly executed Such Shareholder is, and delivered by Shareholder and constitutes at the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither the execution and delivery of this Agreement nor the consummation by Shareholder of the transactions contemplated hereby Effective Time will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Actbe, the consummation by sole record and beneficial owner of and has, and at the Effective Time such Shareholder of the transactions contemplated hereby will not violatehave, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable good and valid title to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such SharesLiens, except for any Liens arising hereunder. Such Shareholder has, and at the Effective Time will have, the power to vote, dispose of and otherwise transfer such Shares without the foregoing arising under approval, consent or other action of any person. (g) There are no options or rights to acquire, or understandings or arrangements to which such Shareholder is a party relating to the Shares held by such Shareholder, other than this Agreement. (h) The Shares indicated below such Shareholder's name on the signature page hereof represent all of the shares of Company Common Stock beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Shareholder. (i) Such Shareholder has received and read the preliminary Joint Proxy Statement--Consent Solicitation--Prospectus of the Company and Primedia, filed on December 7, 2000, relating to the Merger (the "PRELIMINARY PROXY").

Representations and Warranties of the Shareholders. Each -------------------------------------------------- Shareholder hereby represents and warrants to Parent and Merger Sub the Purchaser, severally and not jointly, as follows: (a) Such Shareholder is the record and beneficial owner, or the beneficial owner, owner of the shares of Common Stock (together with any shares of Common Stock which such Shareholder as may acquire at any be adjusted from time to time pursuant to Section 7, the "Shares") set forth opposite his name on or after the date hereof during the term Schedule 1 to this Agreement. ------ For purposes of this Agreement, and subject to Section 7, the “term "Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement" does not include any option exercisable into Common Stock. Schedule I 1 lists separately all options, warrants or other rights options issued to purchase Common Stock held by Shareholder (“Options”)such Shareholder. (b) Such Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been validly executed and delivered by such Shareholder and constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, except (i) as to enforceability, to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium and other Laws laws of general applicability relating application affecting enforcement of creditors' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to or affecting creditors’ rights equitable defenses and would be subject to general equity principlesthe discretion of the court before which any proceeding therefor may be brought. (d) Neither the execution and delivery of this Agreement nor the consummation by such Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Shareholder is a party or by which such Shareholder or Shareholder’s his assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the The consummation by such Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to such Shareholder. (e) In the case of any Shareholder that is a corporation, limited partnership or limited liability company, such shareholder is an entity duly organized and validly existing under the laws of the state in which it is incorporated or constituted, and each such Shareholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (f) The Shares owned, and the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, owned by such Shareholder are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such SharesShares (collectively, "Encumbrances"), except for any of the foregoing such Encumbrances arising under this Agreementhereunder.

Representations and Warranties of the Shareholders. Shareholder hereby represents The Shareholders represent and warrants warrant to Parent Centennial and Merger Sub SAC, upon which representations and warranties Centennial and SAC rely, and which representations and warranties shall survive the Closing as provided in Section 19 of this Agreement, notwithstanding any investigation of the affairs of STP by Centennial or SAC, as follows: (a) Shareholder is the record and beneficial owner, or the beneficial owner, Each of the shares of Common Stock Shareholders has full power and authority (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”corporate and other) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) . This Agreement has been duly and validly executed and delivered by Shareholder each of the Shareholders and constitutes the legal, valid and legally binding obligation of Shareholdereach of them, enforceable against Shareholder each of them in accordance with its terms, subject, subject only as to enforceability, enforceability to general equitable principles and to bankruptcy, insolvency and other Laws insolvency, reorganization, moratorium, or similar laws of general applicability relating to or application affecting creditors’ the rights and remedies of creditors. Except for such consents as are obtained prior to general equity principles. (d) Neither the Effective Time, no material consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or third party is required in connection with the execution and delivery of this Agreement nor by the Shareholders or the consummation by Shareholder the Shareholders of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderhereby. (eb) The Shares owned, Each Shareholder who executes this Agreement thereby evidences his agreement to vote in favor of the certificates representing Merger at the Shares shareholders' meeting to be held of record, and, prior to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held Closing of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising under this Agreement. (c) Each Shareholder acknowledges receipt of the Centennial Filings as described in Section 8(e) below. Each Shareholder represents that he (i) is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended; or (ii) either individually or together with his representatives and advisors, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of acquisition of the Centennial Shares and of making an informed investment decision with respect thereto, and understands all risks of holding the Centennial Shares for an indefinite period of time.

Representations and Warranties of the Shareholders. Shareholder Each of the Shareholders hereby represents and warrants to Parent and Merger Sub the Corporation as follows: (ai) The Shareholder is the legal and record owner of the Redeemed Shares, and beneficial ownerhas full unrestricted power and authority to transfer and sell the Redeemed Shares to the Corporation, in the manner provided for in this Agreement; (ii) The Redeemed Shares represent the entire equity interest of the Shareholder in the Corporation and, upon consummation of the transaction contemplated herein, the Shareholder shall hereinafter own no Shares in the Corporation and shall have no rights associated with being a Shareholder whatsoever; (iii) The Shareholder is not the holder, beneficially or the beneficial ownerof record, of any right or option to acquire additional Shares in the shares Corporation, whether by warrant, option or otherwise; (iv) The Shareholder is transferring good and marketable title in the Redeemed Shares free and clear of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreementand all liens, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all claims, pledges, equities, security interests, options, warrants or restrictions and encumbrances and any other rights to purchase Common Stock held by Shareholder (“Options”).of any person or entity of any kind, nature or description whatsoever; (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (cv) This Agreement has been validly executed and delivered by Shareholder and constitutes the a legal, valid and binding obligation of Shareholder, the Shareholder which is enforceable against the Shareholder in accordance with its terms, subject, except as to enforceability, to enforcement may be limited by applicable bankruptcy, insolvency and other Laws of general applicability insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ limiting creditor’s rights generally and subject to general equity principles.the availability of equitable remedies; (dvi) Neither the execution and delivery of this Agreement Agreement, nor the consummation by Shareholder fulfillment of the transactions contemplated hereby terms and conditions of this Agreement, constitute or will result in a violation of, or constitute a default under, conflict or conflict are, or will be, inconsistent with or result in the termination of any contract, agreement, covenant or other instrument to which the Shareholder is a party, or which to the actual knowledge of the Shareholder, would have a material adverse effect on the Corporation; and (vii) The Shareholder is not a party to, nor has been threatened with, any contractlegal or equitable action or proceeding before any court, trustarbitration, commitment, agreement, understanding, arrangement administrative agency or restriction of any kind to other tribunal which Shareholder is a party or by which Shareholder or might adversely affect the Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of ability to consummate the transactions described in and contemplated hereby will not violateby this Agreement, or require any consent, approval, or notice under, any provision of nor is there any judgment, orderaward, decree, statute, law, rule lien or regulation applicable to Shareholder. (e) The Shares owned, order pending or threatened action against the certificates representing Shareholder or the Shares held of record, and, to that would adversely affect the Shareholder’s knowledge, ability to consummate the certificates representing the Shares owned, but not held of record, transactions described in and contemplated by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising under this Agreement.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants to and in favour of the Company, the Parent and Merger Sub the Exchangeco, as followsof the date hereof and at the Effective Date, as follows and acknowledges that the Company, the Parent and the Exchangeco are each relying upon such representations and warranties in entering into this Agreement: (a) the Shareholder is the record and registered beneficial owner, or the beneficial owner, owner of the shares of Common Stock (together with any shares of Common Stock which Shares being transferred by such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I pursuant to this Agreement. Schedule I lists separately all options, warrants or other rights Agreement and has good title to purchase Common Stock held by Shareholder (“Options”).such shares; (b) such Common Shares are free and clear of all hypothecs, liens, charges, encumbrances, mortgages, security interests and adverse claims; (c) the Shareholder has full power and authority to deposit, sell, assign, transfer and deliver such Common Shares and, when the consideration to which such Shareholder is entitled under the Acquisition is received, the Parent or Exchangeco, as the case may be, will acquire good title to such Common Shares free and clear of any Liens and none of the Company, the Parent or the Exchangeco or any successors thereto will be subject to any adverse claim in respect of such Common Shares, and the Shareholder hereby irrevocably nominates, constitutes and appoints the President and Chief Executive Officer of the Company, from time to time, with full power of substitution, as agent and true and lawful attorney to act for and on behalf of the Shareholder with full power and authority in the name, place and stead of the Shareholder to, among other things, execute (under seal or otherwise), swear to, acknowledge, deliver and record or file as and where required any instrument or document as may be deemed necessary by the Company to carry out fully the provisions of this Agreement in accordance with its terms and conditions. The power of attorney granted herein is irrevocable, is a power coupled with an interest and, to the extent permitted by law, is valid and binding on the estate of the Shareholder, shall survive the completion of the Acquisition and will be exercisable during any subsequent legal capacity incapacity of the Shareholder, and extends to and is binding upon the heirs, executors, administrators and other legal representatives, and the successors and assigns of the Shareholder and may be exercised by the Company for and on behalf of the Shareholder in executing any instrument with a single signature as attorney; (d) such Common Shares have not been sold, assigned or transferred nor has any agreement been entered into by the Shareholder to sell, assign or transfer any such Common Shares to any person other than the Parent or Exchangeco; (e) the Shareholder will execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the exchange of certificate(s) representing Common Shares for Exchangeable Share Consideration or Share Consideration (as applicable); WSLegal\073132\00009\12677454v12 (f) the Shareholder has full right, power and authority to execute and deliver this Agreement and to consummate take all actions required pursuant hereto and, if the Shareholder is a corporation or other entity, it is duly incorporated or organized and validly subsisting under the laws of its jurisdiction of incorporation or organization and all necessary approvals by its directors, shareholders and others have been given to authorize execution of this Agreement on behalf of the Shareholder; (g) the entering into of this Agreement and the transactions contemplated hereby.completed hereby will not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, to the constating documents of, the Shareholder; (ch) This this Agreement has been validly duly executed and delivered by the Shareholder and, if the Shareholder is not an individual, has been duly authorized by the Shareholder, and constitutes the will constitute a legal, valid and binding obligation agreement of Shareholder, the Shareholder enforceable against the Shareholder in accordance with its terms, subject, as subject to enforceability, the qualification that enforcement thereof is subject to applicable bankruptcy, insolvency and insolvency, reorganization or other Laws of general applicability relating to or laws affecting creditors’ ' rights and to general equity principles.generally; (di) Neither if the execution and delivery of this Agreement nor the consummation by Shareholder is a resident of the transactions contemplated hereby will result in United States, such Shareholder is an Accredited Investor; (j) if the Shareholder is an Eligible Holder, such shareholder (i) is an "accredited investor" within the meaning of National Instrument 45-106 - Prospectus and Registration Exemptions of the Canadian Securities Administrators adopted under the securities legislation of the Canadian jurisdictions ("NI 45-106") and (ii) acknowledges that the Acquisition constitutes an exempt take-over bid for the Common Shares pursuant to s.2.16 of NI 45-106; (k) if the Shareholder is not an Eligible Holder and is not a violation resident of the United Sates but the Shareholder is a resident of, or a default underotherwise subject to, applicable securities laws of another jurisdiction, such Shareholder: (A) qualifies for an exemption from prospectus and registration requirements available to it under the applicable securities legislation in the jurisdiction of its residence and the Shareholder shall deliver to the Company such further particulars of the exemption(s) and the Shareholder's qualifications thereunder as the Company or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction its counsel may request; (B) complies with the requirements of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for all applicable securities legislation in the jurisdiction of its residence and will provide such evidence of compliance with all such matters as the applicable provisions of Sections 13 and 16 Company or its counsel may request including, but not limited to, that the issuance of the Exchange Act, Share Consideration to the consummation by Shareholder complies with all applicable laws of the transactions contemplated hereby Subscriber’s jurisdiction of residence and domicile and will not violate, cause the Company or any of its respective officers or directors to become subject to or require any consentregistration, approvaldisclosure, prospectus or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder.other reporting requirements; (el) The Shares ownedif an individual, the certificates representing Shareholder has attained the Shares held age of recordmajority and is legally competent to execute this Agreement and to take all actions required pursuant thereto; and WSLegal\073132\00009\12677454v12 (m) the Shareholder has been independently advised as to and is aware that the Eligible Consideration and Share Consideration may be subject to resale restrictions under Canadian, and, to United States or other applicable securities legislation and the Shareholder is solely responsible (and the Company and its counsel are in no way responsible) for the Shareholder’s knowledge's compliance therewith. The covenants, the certificates representing the Shares owned, but not held of record, by Shareholder are now, representations and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any warranties of the foregoing arising under this AgreementShareholder herein contained shall survive the completion of the Acquisition.

Representations and Warranties of the Shareholders. Shareholder hereby Each of the Shareholders severally represents and warrants to Parent e-VideoTV as follows with respect to each such Shareholder personally and Merger Sub such Shareholder's shares, as followscontinuing representations and warranties which are true and correct on the date hereof or, if any such representation and warranty is expressed to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on such date, and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date with the same effect as if made and given on and as of each such day, and confirm that e-VideoTV is relying upon the accuracy of each of such representations and warranties: (a) such Shareholder is has the record power and authority to enter into this Agreement and to carry out the transactions contemplated hereby and to transfer the legal and beneficial owner, or the beneficial owner, title and ownership of the Shareholder's shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”).e- VideoTV; (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes the a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, except as to enforceability, to bankruptcy, insolvency and other Laws may be limited by laws of general applicability relating application affecting the rights of creditors; (c) such Shareholder is the beneficial and recorded owner of the Shareholder's shares, which shares are free and clear of any actual, pending, or threatened liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions of any nature whatsoever except as expressly disclosed herein; each of the Shareholder's shares has been validly issued and is outstanding and fully paid and non-assessable, no person or company has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or affecting creditors’ rights and to general equity principles.otherwise acquire any of such shares; and (d) Neither such Shareholder has such knowledge an experience in financial and business matters as to be capable of evaluating the execution merits and delivery of this Agreement nor the consummation by Shareholder risks of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction transaction and is able to bear the economic risk of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect loss of such Shares, except for any of the foregoing arising under this AgreementShareholder's entire investment.

Representations and Warranties of the Shareholders. Each Shareholder hereby severally, and not on a joint or a joint and several basis, represents and warrants (on behalf of such Shareholder and not on behalf of or with respect to Parent and Merger Sub as follows: (aany other Shareholder) to the Purchaser that: if the Shareholder is a corporation, it is a corporation duly incorporated and validly existing under the record laws of its jurisdiction of incorporation; has all necessary corporate power, authority, capacity and beneficial ownerright, and has received all requisite regulatory and other approvals particular to the character or the beneficial owner, status of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”including any necessary approval of its respective shareholders). (b) Shareholder has the legal capacity , to execute and deliver enter into this Agreement and to consummate complete the transactions contemplated hereby. (c) This ; if the Shareholder is a trust, it is a trust duly formed and validly existing under the laws of its jurisdiction of formation; has all necessary power, authority, capacity and right, and has received all requisite regulatory and other approvals particular to the character or status of the Shareholder to enter into this Agreement, and to complete the transactions contemplated hereby; if the Shareholder is a partnership, it is a partnership duly formed and validly existing under the laws of its jurisdiction of formation; has all necessary power, authority, capacity and right, and has received all requisite regulatory and other approvals particular to the character or status of the Shareholder to enter into this Agreement, and to complete the transactions contemplated hereby; upon the due execution and delivery of this Agreement has been validly executed and delivered by Shareholder and constitutes the legal, Purchaser this Agreement shall be a legally valid and binding obligation of Shareholder, agreement enforceable by the Purchaser against the Shareholder in accordance with its terms, subject, as to enforceabilityhowever, to bankruptcythe usual limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and the availability of equitable remedies; the Shareholder is, insolvency and other Laws at the time of general applicability relating deposit of the Shareholder Securities under the Offer will be, the sole beneficial owner of the Shareholder Securities listed opposite its name in Schedule "C" hereto and has the unfettered ability, authorization, capacity and the exclusive right to dispose of all such Shareholder Securities under the Offer. The Shareholder is not a party to, bound or affecting creditors’ rights and to general equity principles. (d) Neither affected by or subject to, any agreement, charter or by-law provision, statute, regulation, judgment, order, decree or law which would be violated, contravened, breached by, or under which default would occur as a result of, the execution and delivery or performance of this Agreement nor and which default, violation, contravention or breach would materially impair or would prevent the consummation by Shareholder of from consummating the transactions contemplated hereby will result hereby; the Common Shares listed in Schedule "C" hereto opposite such Shareholder's name constitute all of the shares or other securities in the capital of the Corporation owned beneficially by such Shareholder on the date hereof, apart from stock options unexercised on the date hereof disclosed in Schedule "C" hereto and, in the case of Xxxxx & Company Incorporated, apart from certain shares not disclosed in Schedule "C" which are currently held in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction trading account for Xxxxx & Company Incorporated; the Shareholder Securities and the Common Shares issuable upon the exercise of any kind to which Shareholder is a party or options held by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 certain of the Exchange ActShareholders as set forth in Schedule "C" (the "Option Shares") to be deposited by the Shareholder under the Offer in accordance with this Agreement are (or, in the consummation by Shareholder case of the transactions contemplated hereby will not violateOption Shares, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held ) beneficially owned by Shareholder, or by a nominee or custodian for the benefit of ShareholderShareholder with good and marketable title, free and clear of any and all mortgages, liens, charges, pledges, encumbrances, claims, security interests, proxies, voting trusts restrictions or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise rights of others of any rights of a shareholder nature whatsoever ("Liens"), except any Lien created hereby or by the Purchaser or the Offeror; the Shareholder has not previously granted or agreed to grant any proxy or other right to vote in respect of such Sharesthe Shareholder Securities or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to the Shareholder Securities except for those which are no longer of any force or effect; there is no claim, action, lawsuit, arbitration, mediation or other proceeding pending or, to the best of the foregoing arising under actual knowledge, information and belief of the Shareholder, threatened against the Shareholder, which relates to this AgreementAgreement or otherwise materially impairs the ability of the Shareholder to consummate the transactions contemplated hereby; and if the Shareholder has also executed this Agreement on behalf of another Shareholder (the "Other Shareholder") pursuant to a power of attorney granted by the Other Shareholder, such Shareholder has all necessary power, authority, capacity and right to do so.

Representations and Warranties of the Shareholders. 4.1. Each Shareholder hereby severally represents and warrants to Parent Interland and Merger Sub as follows: (a) Such Shareholder is the record and beneficial owner, or the beneficial owner, lawful owner of the shares of CTN Common Stock (together with any to be exchanged for the Merger Shares pursuant to this Agreement and has good and clear title to such shares of CTN Common Stock, free of all Liens. Such Shareholder is the owner of the number of shares of CTN Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)the signature page hereof. (b) Such Shareholder has the full legal capacity right, power and authority to execute and deliver enter into this Agreement and to consummate sell and deliver the transactions contemplated hereby. (c) This shares of CTN Common Stock owned by him in the manner provided herein. Such Shareholder has duly and validly executed this Agreement and has been duly and validly executed and delivered all other agreements contemplated hereby, and each of this Agreement and such other agreements executed by Shareholder him, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legala valid, valid binding and binding enforceable obligation of Shareholder, enforceable against such Shareholder in accordance with its terms, subject, as except to enforceability, to the extent that its enforceability may be limited by applicable bankruptcy, insolvency and insolvency, reorganization or other Laws laws affecting the enforcement of creditors' rights generally or by general applicability relating to or affecting creditors’ rights and to general equity equitable principles. (dc) Neither the execution The execution, delivery and delivery performance of this Agreement nor and the other agreements contemplated hereby by such Shareholder, and the consummation by Shareholder of the transactions contemplated hereby or thereby, will result in a violation not require, on the part of such Shareholder, any consent, approval, authorization or other order of, or a default under, or conflict any filing with, any Governmental Entity or arbitrator, or under any contract, trust, commitment, agreement, understanding, arrangement agreement or restriction of any kind commitment to which such Shareholder is a party or by which such Shareholder or Shareholder’s assets are property of such Shareholder is bound. Except for compliance with , and will not constitute a violation on the applicable provisions part of Sections 13 and 16 of the Exchange Act, the consummation by such Shareholder of the transactions contemplated hereby will not violateany law, administrative regulation or ruling or court decree, or require any consentcontract, approvalagreement or commitment, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to such Shareholder or property of such Shareholder. (d) Such Shareholder has voted all of his shares of CTN Common Stock for the approval of this Agreement and the appropriate Merger Documents as required by the Missouri GBCL. (e) The Such Shareholder is acquiring the Merger Shares ownedsolely for Shareholder's own account for investment purposes and not with a view to or in connection with any sale or other distribution thereof, within the certificates representing meaning of the Shares held of recordSecurities Act, and, except to the Shareholder’s knowledge, extent that such Merger Shares may be sold under an effective registration statement under the certificates representing Act and any applicable state securities law including sales pursuant to or as permitted by the Stock Rights Agreement (as identified in Sections 7.2(e) and 7.3(e)). (f) Such Shareholder understands and acknowledges that all of the Merger Shares owned, but not held of record, acquired by Shareholder are nowto be issued and sold hereunder without registration and in reliance upon certain exemptions under the Securities Act, and at all times during in reliance upon certain exemptions from registration requirements under applicable state securities laws. (g) Such Shareholder will not make any transfer or assignment of any of the term hereof Merger Shares except in compliance with the Securities Act and any other applicable securities laws. (h) Except as permitted by the Stock Rights Agreement (as identified in Sections 7.2(e) and 7.3(e)), prior to any transfer or disposition not registered under the Securities Act of any of the Merger Shares, or any shares received on account of such Merger Shares pursuant to a stock dividend, stock split, or similar event, such Shareholder will begive written notice to Interland, held expressing the intention to effect such transfer or disposition and describing the proposed transfer or disposition. Such notice shall be accompanied by an opinion of counsel for such Shareholder, reasonably acceptable to Interland, that the proposed transfer is exempt under the Securities Act and applicable state securities laws. (i) Such Shareholder understands and acknowledges that the Merger Shares will be inscribed with the following legends, or another legend to the same effect and agrees to the restrictions set forth therein: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any other jurisdiction, in reliance upon exemptions from the registration requirements of such laws. The shares represented by this certificate may not be sold or otherwise transferred, nor will an assignee or endorsee hereof be recognized as an owner of the shares by the issuer unless (i) a nominee registration statement under the Securities Act of 1933 and other applicable securities laws with respect to the shares and the transfer shall then be in effect, or custodian for (ii) permitted by the benefit Stock Rights Agreement (as identified in Sections 7.2(e) and 7.3(e)), and in the opinion of Shareholdercounsel reasonably satisfactory to the issuer, free the shares are transferred in a transaction which is exempt from the registration requirements of such laws." "The shares represented by this certificate are subject to a Stock Rights Agreement dated February 2002, which restricts the transfer of the shares. A copy of such Agreement may be inspected at the principal office of Interland, Inc., 303 Peachtree Center Avenue, Suite 500, Atlanta, XX 00000. X xxxxxxx xxxxxx xxx xx xxxxxx xx xxx xxxxxx xubject to the Escrow Agreement. (j) Such Shareholder understands and clear acknowledges that no federal or state agency has made any recommendation or endorsement of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements the Merger Shares or any other encumbrances whatsoever on title, transfer, finding or exercise determination as to the fairness of any rights of a shareholder the investment in such Merger Shares. (k) No offer in respect of the Merger Shares was made to the Shareholders by Interland or any person acting on Interland's behalf by means of general or public solicitation or general or public advertising, such Sharesas by newspaper or magazine advertisements, except by broadcast media, or at any seminar or meeting whose attendees were solicited by such means. (l) Such Shareholder acknowledges and agrees that Interland has made available information (including the Reports as defined in Section 5.5), and has provided all information concerning Interland and its businesses, assets, liabilities, and rights which the Shareholders have requested in writing to obtain, which information includes, and has not been limited to, the following: the Articles of Incorporation and the Bylaws of Interland, Interland's Report on Form 10-K for any the year ended August 31, 2001, and related Form 10K/A, including "Management's Discussion and Analysis of Financial Conditions and Results of Operatings - Certain Factors," Interland's Annual Report to Shareholders for the year ended August 31, 2000, Interland's Proxy Statement dated July 5, 2001 (the "Merger Proxy") contained in the Registration Statement on Form S-4 (Reg. No. 333-61368), including "Risk Factors", and copies of all press releases issued by Interland since December 31, 2000, and certain updated information identified in an "Acknowledgement of Confidential Disclosure Statement" executed as of even date herewith by each Shareholder (collectively, the "Interland Disclosure"). Each Shareholder acknowledges and agrees that such Shareholder has received all information such Shareholder requires in order to make their respective investment decisions herein. Each Shareholder acknowledges that certain of the foregoing arising statements made by Interland herein and in the Reports are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Those statements are or were made based on management's current expectations and estimates, and actual results may differ materially due to risks and uncertainties. (m) Such Shareholder hereby acknowledges that the Merger Shares are a speculative investment. Each Shareholder represents that he or she can bear the economic risks of such an investment for an indefinite period of time. (n) Such Shareholder has significant knowledge and experience in financial and business matters, and particularly the business conducted by Interland, and is capable of evaluating the risk of the investment in Merger Shares contemplated by this Agreement. (o) Such Shareholder has carefully read this Agreement and discussed its requirements and other applicable limitations (including those set forth in Rule 144 under the Securities Act) with respect to the transfer or other disposition of the Merger Shares with legal counsel. (p) Such Shareholder understands and acknowledges that the desirability of an investment in Interland may be influenced by the federal income tax consequences, and by the various state and local tax consequences, arising from such Shareholder's receipt of the Merger Shares. Because such tax effects depend, among other things, on the specific facts, circumstances and intentions of each of the Shareholders, such Shareholder has not relied upon Interland or its representatives as to such matters. Each Shareholder represents that he has taken into account the effects of federal, state and local tax laws on receipt of the Merger Shares.

Representations and Warranties of the Shareholders. Each Shareholder hereby severally (but not jointly) represents and warrants to Parent the Purchaser, as of the date hereof and Merger Sub as of the date of any vote, consent or approval specified in Section 1, as follows: (a) Except as disclosed on Schedule 2 hereto, such Shareholder is the record sole beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and beneficial ownerhas good, valid and marketable title to vote such Shareholder’s Covered Shares, free and clear of any Liens (other than as created by this Agreement or the beneficial owner, Organizational Documents of the shares Company). As of Common Stock (together with any shares of Common Stock which the date hereof, other than the Owned Shares set forth on Schedule 1, such Shareholder may acquire at does not own beneficially or of record any time on Voting Securities (or after the date hereof during the term of this Agreement, the “Shares”any securities convertible into Voting Securities) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)any interest therein. (b) Such Shareholder, in each case except as provided in this Agreement, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to such Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Such Shareholder affirms that such Shareholder has all the legal capacity requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby. (c) . This Agreement has been validly duly executed and delivered by such Shareholder and constitutes and, subject to the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither the due execution and delivery of this Agreement nor by each other Party, constitutes a legally valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with the terms hereof. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Shareholder from, or to be given by such Shareholder to, or be made by such Shareholder with, any Governmental Entity in connection with the execution, delivery and performance by such Shareholder of this Agreement, the consummation by Shareholder of the transactions contemplated hereby or the Transactions or the other transactions contemplated by the Merger Agreement. (e) The execution, delivery and performance of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the Transactions and the other transactions contemplated by the Merger Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of such Shareholder (if such Shareholder is not a natural person), (ii) with or conflict withwithout notice, any contractlapse of time or both, trusta breach or violation of, commitmenta termination (or right of termination) of or a default under, agreement, understanding, arrangement or restriction the loss of any kind benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Shareholder pursuant to which any contract binding upon such Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable provisions Legal Requirement to which such Shareholder is subject or (iii) any change in the rights or obligations of Sections 13 and 16 any party under any contract legally binding upon such Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the Exchange Actaggregate, reasonably be expected to prevent or materially delay or impair such Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation by Shareholder of the Transactions or the other transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderby the Merger Agreement. (ef) The Shares ownedAs of the date of this Agreement, there is no action, proceeding or investigation pending or threatened against such Shareholder that, in any manner, questions the certificates representing the Shares held beneficial or record ownership of record, and, to the such Shareholder’s knowledge, Covered Shares or the certificates representing the Shares owned, but not held validity of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholderthis Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by a nominee or custodian for the benefit such Shareholder of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising its obligations under this Agreement. (g) Such Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of the Purchaser and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Merger Agreement and has independently, based on such information as such Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Shareholder acknowledges that the Purchaser and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Such Shareholder acknowledges that the agreements contained herein with respect to the Covered Shares held by such Shareholder are irrevocable. (h) Such Shareholder understands and acknowledges that the Purchaser and the Company are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Shareholder contained herein. (i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which the Purchaser or the Company is or could be liable in connection with the Merger Agreement or this Agreement or any of the respective transactions contemplated hereby or thereby, in each case based upon arrangements made by such Shareholder in his, her or its capacity as a shareholder or, on behalf of such Shareholder in her capacity as a shareholder.

Representations and Warranties of the Shareholders. Each Shareholder hereby hereby, severally and not jointly, represents and warrants to Parent the Company and Merger Sub each other Shareholder as followsof the date of this Agreement that: (a) if such Shareholder is not a natural Person, such Shareholder is an entity duly organized and validly existing and in good standing under the record and beneficial owner, or the beneficial owner, laws of the shares jurisdiction of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately organization and has all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder has the legal capacity requisite power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.; (b) the execution and delivery of this Agreement, the performance of by such Shareholder of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action of such Shareholder, and that such Shareholder has duly executed and delivered this Agreement; (c) This this Agreement has been validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, terms except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency and other Laws insolvency, reorganization, moratorium or similar laws affecting the enforcement of general applicability relating to or affecting creditors’ rights generally and to by general equitable principles (whether enforcement is sought by proceedings in equity principles.or at law); (d) Neither the execution execution, delivery and delivery performance of this Agreement nor by such Shareholder and the consummation of the transactions contemplated hereby, require no action by or in respect of, or filing with, any Governmental Entity, except as set out in the Business Combination Agreement or any Ancillary Agreement (as defined in the Business Combination Agreement); (e) the execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby will do not (i) if such Shareholder is not a natural Person, conflict with or result in a any violation ofor breach of any provision of any of the organizational documents of such Shareholder, (ii) conflict with or result in any violation or breach of any provision of any applicable Law applicable to such Shareholder, or a default under, (iii) require any consent or conflict with, other action by any contract, trust, commitment, agreement, understanding, arrangement or restriction Person under any provision of any kind material agreement or other instrument to which the Shareholder is a party and which has not been obtained prior to or on the date of this Agreement; (f) except for this Agreement, the Business Combination Agreement or any Ancillary Document (as defined in the Business Combination Agreement), such Shareholder has not entered into or agreed to be bound by which Shareholder any other agreements or Shareholder’s assets arrangements of any kind with any other party with respect to any Equity Securities of the Company, including agreements or arrangements with respect to the acquisition or disposition of the Company Ordinary Shares or any interest therein or the voting of the Company Ordinary Shares (whether or not such agreements and arrangements are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements Company or any other encumbrances whatsoever on titleShareholder); and (g) such Shareholder has not entered into, transferand agrees that it will not enter into, any agreement with respect to its securities that violates or exercise of any subordinates or is otherwise inconsistent with the rights of a shareholder in respect of such Shares, except for any of granted to the foregoing arising Shareholders under this Agreement.

Representations and Warranties of the Shareholders. Shareholder Each of the Shareholders hereby represents and warrants to Parent and Merger Sub the Purchasers, as to himself only, as follows: (a) Such Shareholder (i) has received a copy of the Subscription Agreement, dated as of June 3, 1998, (ii) has had an opportunity to review the Subscription Agreement to the satisfaction of such Shareholder, (iii) is familiar with the terms of the Transactions and (iv) has had an opportunity to ask questions of and receive satisfactory answers from the officers of the Company concerning the Subscription Agreement and the terms of the Transactions. (b) Such Shareholder is the record and beneficial owner, or the beneficial owner, owner of the shares of Common Stock shown as owned by him on ANNEX A of this Agreement and has the right to vote such shares. In the event the shares are held by a trust, corporation, partnership, limited liability company or other entity, the Shareholder is the duly authorized and acting agent or representative of such entity (together with any full power and authority to enter into this Agreement) and this Agreement has been duly authorized by all necessary entity action. None of the shares of Common Stock which owned by him are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Shareholder may acquire at any time on or after the date hereof during the term of this Agreementshares, the “Shares”) set forth opposite Shareholder’s name on Schedule I other than pursuant to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been validly executed and delivered by Shareholder and constitutes is the legal, valid and binding obligation agreement of such Shareholder, enforceable against Shareholder him in accordance with its terms, subjectexcept as such validity, as to enforceability, to binding effect or enforceability may be limited by bankruptcy, insolvency and insolvency, or other Laws of general applicability similar laws relating to or affecting creditors’ ' rights generally and except that the availability of equitable remedies, including specific performance, is subject to general equity principlesthe discretion of the court before which any proceeding therefor may be brought. (d) The execution and delivery of this Agreement by such Shareholder do not, and the performance by him of his obligations hereunder will not, constitute a violation of, conflict with or result in a default under any contract, commitment, agreement, understanding, arrangement, statute or restriction of any kind to which he is a party or by which he or any of his property is bound or any judgment, decree or order applicable to him. (e) Neither the execution and delivery of this Agreement Agreement, nor the consummation performance by such Shareholder of the transactions contemplated hereby his obligations hereunder will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, violate any provision of any judgment, order, decree, statute, law, rule or regulation law applicable to Shareholderhim, except for the requirements, if any, of federal and state securities laws. (ef) The Shares ownedshares of Common Stock shown on ANNEX A as owned by such Shareholder are the only securities of the Company owned by him, the certificates representing the Shares held beneficially or of record, and, other than options outstanding pursuant to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are nowCompany's existing employee stock option plan, and at all times during the term hereof will be, held by Shareholder, he owns no other options to purchase or by a nominee rights to subscribe for or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or otherwise acquire any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any securities of the foregoing arising under this AgreementCompany.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants to Parent and Merger Sub as followsBCR on behalf of such Shareholder that: (a) Shareholder is the record and beneficial owner, or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder Such Stockholder has the full legal capacity right and power and all authority and approvals required to execute and deliver this Agreement and to consummate perform fully such Stockholder's obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and (assuming the transactions due authorization, execution and delivery hereof by BCR) is a valid and binding obligation of such Stockholder enforceable in accordance with its terms. The execution and delivery by such Stockholder of this Agreement, the consummation of the Contemplated Transactions and the performance by such Stockholder of this Agreement in accordance with its terms will not (i) require the approval or consent of any Governmental Body or the approval or consent of any other Person; (ii) conflict with or result in any breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both constitute) a default under, any Law or Order of any Governmental Body applicable to such Stockholder or to the Shares held by such Stockholder, or any Contract to which such Stockholder is a party or by or to which such Stockholder is or the Shares held by such Stockholder are bound or subject; or (iii) result in the creation of any Lien on the Shares held by such Stockholder. (b) Such Shareholder is acquiring the Merger Consideration Shares for its own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Securities Act, and such Shareholder has no present or presently contemplated herebyagreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the distribution thereof. (c) This Agreement has Such Shareholder understands that because the Merger Consideration Shares have not been validly executed registered under the Securities Act, it cannot dispose of any or all of the Merger Consideration Shares unless the relevant shares are subsequently registered under the Securities Act or exemptions from such registration are available. Such Shareholder understands that each certificate representing the Merger Consideration Shares will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act"). These securities have been acquired for investment and delivered by Shareholder not with a view to distribution or resale, and constitutes may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such securities under the legal, valid and binding obligation Act or an opinion of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as counsel satisfactory to enforceability, Big City Radio Inc. is obtained to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesthe effect that an exemption from such registration requirements is available. (d) Neither the execution and delivery of this Agreement nor the consummation by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Such Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with sufficiently knowledgeable and experienced in the applicable provisions making of Sections 13 investments so as to be able to evaluate the risks and 16 merits of its investment in BCR, and is able to bear the Exchange Act, the consummation by Shareholder economic risk of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision loss of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderits investment in BCR. (e) The Such Shareholder has been advised that the Merger Consideration Shares ownedhave not been and are not being registered under the Securities Act or under the "blue sky" laws of any jurisdiction and that BCR in issuing the Merger Consideration Shares is relying upon, among other things, the certificates representing representations and warranties of such Shareholder contained in this Article V. (f) Such Shareholder has been afforded the Shares held opportunity to ask questions of, and receive answers from, BCR and all of record, andits executed officers and directors and to obtain any additional information, to the Shareholder’s knowledgeextent that BCR possesses such information or could have acquired it, necessary to verify the certificates representing accuracy of the information contained in any documents delivered to each Shareholder concerning BCR and has in general had access to all information each Shareholder deemed material to an investment decision with respect to the acquisition of the Securities. (g) Such Shareholder is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act. (h) Such Shareholder owns his or her shares of HIH Common Stock free and clear of any and all liens, mortgages, adverse claims, charges, security interests, encumbrances or other restrictions or limitations whatsoever (except for limitations imposed under U.S. federal or applicable state securities laws) and, upon delivery of and payment for such Shares ownedas herein provided, but not held of record, by Shareholder are now, such Stockholder will convey to BCR good and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholdervalid title thereto, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any Lien. (k) The representations of the foregoing arising under this AgreementCompany set forth in Section 3 are true, correct and complete in all material respects.

Representations and Warranties of the Shareholders. Shareholder Each of the Shareholders hereby severally represents and warrants to Parent and Merger Sub Purchaser, in each case as to himself or herself only, as follows: (a) Such Shareholder is the record and beneficial owner, Beneficial Owner or the beneficial owner, registered holder of the shares Owned Shares and Options listed opposite such Shareholder's name on Schedule I. Such Owned Shares and Options are all the securities of Common Stock (together with any shares the Company either Beneficially Owned by or registered in the name of Common Stock which such Shareholder may acquire at any time on or after as of the date hereof during and such Shareholder owns no other rights or interests exercisable for or convertible into any securities of the term Company. Such Owned Shares and Options are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreement, limitations of any kind on the Shareholder's voting rights, charges and other encumbrances of any nature whatsoever except, with respect to the Options, the option plans and agreements pursuant to which such Options were issued. None of the Owned Shares and Options is currently subject to any voting trust, proxy or other contract, arrangement or restriction with respect to the voting or disposition of the Owned Shares or Options, except as expressly contemplated by this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Such Shareholder has the legal capacity all necessary power and authority to execute and deliver this Agreement Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes the a legal, valid and binding obligation agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, as to enforceability, terms (subject to bankruptcy, insolvency and other Laws or similar laws of general applicability relating to or application affecting the enforcement of creditors’ ' rights generally and to general equity principlesprinciples of equity). (d) Neither None of the execution and delivery of this Agreement nor by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof will (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under(or give rise to any third party right of termination, cancellation, material modification or conflict withacceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, trust, commitment, agreementlease, permit, franchise, arrangement, understanding, arrangement agreement or restriction other instrument or obligation of any kind to which such Shareholder is a party and which imposes a lien or restriction on such Shareholder's Owned Shares or Options or (ii) violate any order, writ, injunction, decree, judgment, law, statute, rule or regulation applicable to such Shareholder and his or her Owned Shares or Options. (e) The execution and delivery of this Agreement by which such Shareholder or Shareholder’s assets are bound. Except for compliance with does not, and the applicable provisions performance of Sections 13 and 16 of the Exchange Actthis Agreement by such Shareholder shall not, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, authorization or notice underpermit of, or filing with or notification to, any provision court or arbitrator or any governmental body, agency or official except for applicable requirements, if any, of any judgment, order, decree, statute, law, rule the Exchange Act or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held Exchange Control Regulations 1973 of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are nowBermuda, and at all times during except where the term hereof will befailure to obtain such consents, held by Shareholderapprovals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by a nominee such Shareholder of his or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising her obligations under this Agreement.

Representations and Warranties of the Shareholders. In order to induce the Buyer to enter into this Agreement and consummate the Transaction, each Shareholder hereby represents hereby, severally but not jointly, makes to the Buyer the representations and warrants warranties contained in this Section 2A. Such representations and warranties are subject to Parent the qualifications and Merger Sub as follows:exceptions set forth in the Disclosure Schedule. (a) Such Shareholder is the sole record and beneficial owner, or the beneficial owner, owner of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) Ordinary Shares and Series A-1 Preferred Shares set forth opposite such Shareholder’s name on Schedule I Exhibit B attached hereto (subject to this Agreement. Schedule I lists separately all optionsadjustment, warrants if at all, pursuant to Section 1.2(b)), in each case free and clear of any Claims, including Claims of spouses, former spouses or other rights to purchase Common Stock held by Shareholder family members, or other shareholders (“Options”)or former shareholders) of the Company. (b) Shareholder has the legal capacity to execute and deliver this This Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been validly all agreements, documents and instruments executed and delivered by such Shareholder and constitutes the legal, pursuant hereto are valid and binding obligation obligations of Shareholder, such Shareholder enforceable against Shareholder in accordance with its their respective terms, subject, except as to enforceability, to such enforceability may be limited by (i) bankruptcy, insolvency and insolvency, moratorium, reorganization or other Laws similar laws affecting the enforcement of general applicability relating to or affecting creditors’ rights generally; and (ii) limitations on the enforcement of the remedy of specific performance and other equitable remedies. Such Shareholder has full right, authority, power and capacity to enter into this Agreement and all agreements, documents and instruments executed and delivered by such Shareholder pursuant hereto and to general equity principles. (dcarry out the transactions contemplated hereby and thereby. Except as set forth on Section 2A(b) Neither of the Disclosure Schedule, the execution and delivery by each Shareholder of this Agreement nor and all agreements, documents and instruments executed and delivered by such Shareholder pursuant hereto and the consummation by Shareholder performance of the transactions contemplated hereby by this Agreement and such other agreements, documents and instruments do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of such Shareholder’s organizational or trust documents, if applicable, or cause the creation of any Claim upon any of the assets of the Company or any of its Subsidiaries (including any Purchased Shares or Redeemed Shares held thereby); (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any Legal Requirement applicable to the Company, any of its Subsidiaries or to such Shareholder; (iii) require from the Company, any of its Subsidiaries or such Shareholder any notice to, declaration or filing with, or consent or approval of, any Governmental Authority or other third party, or (iv) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or conflict withgive rise to a right of termination of, any contract, trust, commitmentLicenses, agreement, understandingcontract, arrangement permit, license, authorization or restriction of any kind other obligation to which such Shareholder is a party or by which such Shareholder or Shareholder’s its assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (ec) The Shares ownedAs of each of the date hereof and the Closing Date, such Shareholder does not have any claims, counterclaims, suits, causes of action, or demands (whether now known, suspected or claimed to have) against the Company, any of its Subsidiaries, Buyer, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements Funds or any of their respective officers, directors, members, managers partners, employees, consultants or agents other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any than arising out of the foregoing arising under performance of this Agreement.

Representations and Warranties of the Shareholders. Shareholder Except as set -------------------------------------------------- forth in the Schedule of Exceptions, each of the Shareholders hereby severally represents and warrants to Parent to, and covenants and agrees with, Certicom and Merger Sub as follows: (a) Such Shareholder is has all requisite legal right, power and authority to enter into this Agreement and to agree to the record transactions contemplated hereby, and beneficial owner, or the beneficial owner, to perform all of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)his obligations hereunder. (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been validly duly executed and delivered by such Shareholder and and, assuming this Agreement constitutes the valid and binding agreement of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and remedies generally and subject, as to enforceability, to bankruptcy, insolvency and other Laws general principles of general applicability relating to equity (regardless of whether enforceability is considered in a proceeding at law or affecting creditors’ rights and to general equity principlesin equity). (dc) Neither the The execution and delivery by such Shareholder of this Agreement nor Agreement, and the consummation by Shareholder of the transactions contemplated hereby by such Shareholder, will result in a violation not (i) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, (ii) result in or constitute a default underDefault, or conflict withrequire any consent or approval of or notice to any Person, or result in the creation of an Encumbrance, under or pursuant to any contract, trust, commitment, agreement, understanding, arrangement other material contract or restriction of any kind agreement to which such Shareholder is a party or by which it or any of its assets may be bound, or (iii) violate any Law applicable to such Shareholder or Shareholder’s assets are by which he is bound. Except for compliance with . (d) Such Shareholder owns beneficially and of record, and has good and marketable title to, the applicable provisions number of Sections 13 and 16 shares of Company Stock set forth opposite his name in Section 2.4 of the Exchange ActSchedule of Exceptions, free and clear of any Encumbrance. During the consummation period commencing on the date hereof and ending on the Closing Date, such Shareholder shall retain both record and beneficial ownership of all such shares of Company stock held by Shareholder him free and clear of the transactions contemplated hereby any Encumbrance, and will not violate, transfer any of such shares of Company stock to any party or require other Person or otherwise grant any consent, approval, or notice under, any provision Encumbrance with respect to such shares of any judgment, order, decree, statute, law, rule or regulation applicable to ShareholderCompany Stock. (e) The Certicom Common Shares ownedto be acquired by such Shareholder in the Merger are being acquired for his own account for investment purposes and not with a view to, or for resale in connection with, any distribution of such shares within the certificates representing meaning of the U. S. Securities Act of 1933, as amended (the "Securities Act") or any applicable state -------------- securities or "blue sky" laws. (f) Such Shareholder understands that the Certicom Common Shares held of record, and, to be issued to the Shareholder’s knowledge, Shareholders in the certificates representing Merger will not be registered under the Shares owned, but not held of record, by Shareholder are nowSecurities Act or qualified under any state securities or "blue sky" laws, and at all times during such shares may not be sold or otherwise disposed of except in compliance with the term hereof will be, held by Shareholder, Securities Act or by in reliance upon an exemption therefrom. (g) Such Shareholder understands that Certicom is relying to a nominee or custodian for substantial extent on the benefit of Shareholder, free representations warranties and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect covenants of such SharesShareholder as provided in this Agreement and authorizes Certicom to act as it may see fit in full reliance thereon, except for any including, without limitation, placing the following or a similar legend on and stop order against the Certicom Common Shares to be acquired by the Shareholders in the Merger: THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A HOLD PERIOD THAT EXPIRES AS SET OUT BELOW AND MAY NOT BE TRANSFERRED, TRADED OR OTHERWISE DISPOSED OF UNTIL THE EXPIRY OF SUCH HOLD PERIOD EXCEPT WITH THE CONSENT OF THE COMPANY: DATE HOLD NUMBER PERIOD EXPIRES OF SHARES FOR WHICH HOLD PERIOD EXPIRES [On Closing Date] 25% of the foregoing arising under this Agreement.initial total [7 months after Closing Date] 6.25% of initial total [8 months after Closing Date] and each month 6.25% of initial total thereafter THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES --------------- ACT"), AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO --- THE COMPANY, (B) IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT, IF APPLICABLE,

Representations and Warranties of the Shareholders. Each Shareholder hereby hereby, severally and not jointly, represents and warrants to Parent and Merger Sub as follows: (a) Schedule I hereto correctly sets forth the number of shares of Seller Common Stock beneficially owned (as such term is defined pursuant to Rule 13d-3(a) promulgated under the Exchange Act) by such Shareholder is the record and beneficial owner, or the beneficial owner, as of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, and such Shareholder has good title to all such shares free and clear of all Liens (except for Liens created hereby). Shareholder has full and unrestricted power to dispose of and to vote the “Subject Shares”) set forth opposite Shareholder’s name on Schedule I , subject to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)Agreement and applicable law. (b) Such Shareholder has the all requisite legal capacity and, if an entity, power and authority, to execute enter into and deliver perform all of his, her or its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and when duly and validly executed and delivered by Parent and Sub will constitute a valid and binding agreement of such Shareholder, enforceable against him, her or it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by equitable principles generally. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Shareholder is trustee whose consent is required for the execution and delivery of this Agreement and to consummate or the consummation by such Shareholder of the transactions contemplated hereby. (c) This Except as contemplated by the Merger Agreement, no filing or registration with, and no permit, authorization, order, filing, registration, consent or approval of, any federal, state, local, municipal, foreign or other public body or authority is necessary for the execution of this Agreement has been validly executed and delivered by such Shareholder and constitutes the legalconsummation by him, valid her or it of the transactions contemplated hereby, and binding obligation none of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither the execution and delivery of this Agreement nor by such Shareholder, the consummation by Shareholder him, her or it of the transactions contemplated hereby or compliance by him, her or it with any of the provisions hereof will (i) conflict with or result in any breach of any applicable organizational documents applicable to such Shareholder, (ii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under(or give rise to any third party right of termination, cancellation, material modification or conflict withacceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, trust, commitment, agreementarrangement, understanding, arrangement agreement or restriction other instrument or obligation of any kind to which such Shareholder is a party or by which he, she or it or any of his, her or its properties or assets may be bound, except as could not reasonably be expected to impair the ability of such Shareholder to perform his, her or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Actits obligations hereunder, the consummation by Shareholder of the transactions contemplated hereby will not violate, or (iii) require any consent, approvalauthorization or approval of any Person or Governmental Entity that has not been obtained, or notice under(iv) violate any order, any provision of any judgmentwrit, orderinjunction, decree, judgment, statute, law, rule or regulation applicable to such Shareholder or any of such Shareholder’s Subject Shares. (ed) The Shares ownedThere is no action, the certificates representing the Shares held of recordsuit, andinvestigation, complaint or other proceeding pending against such Shareholder or, to the such Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by threatened against such Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on titleperson, transferthat restricts in any respect or prohibits (or, if successful, would restrict or prohibit) the exercise by any party of its rights under this Agreement or the performance by any rights party of a shareholder in respect of such Shares, except for any of the foregoing arising its obligations under this Agreement.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants to Parent and Merger Sub as follows:that (a) Shareholder is the record and beneficial owner, or the beneficial owner, shares of the Company which he owns and shares of Common Stock (together the Company owned by persons or entities with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subjecthe is affiliated, as to enforceabilitydisclosed in the Disclosure Schedule, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither the execution and delivery of this Agreement nor the consummation by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, owned free and clear of all liens, claimsclaims and encumbrances, security interests, proxies, voting trusts or agreements, and are subject to no options, rightswarrants, understandings contracts, purchase rights or arrangements agreements of any kind, except for this Agreement, (b) he has the power to enter into this Agreement and to carry out his obligations hereunder, (c) the execution and performance of this Agreement do not violate, or result in a breach of, or constitute any default under any judgment, order or decree to which such Shareholder may be subject or constitute a violation of or conflict with any duty to which such Shareholder is subject, (d) the approval of the Plan of Merger and the surrender of shares of the Company pursuance thereto by any shareholder with which the Shareholder is affiliated that is not a natural person has been duly authorized by all necessary action on the part of such shareholder and does not violate, or result in a breach of, or constitute any default under, any judgment, order or decree to which such shareholder may be subject or constitute a violation of, or conflict with any duty to which such shareholder is subject, (e) there is no pending or threatened material, legal, administrative, arbitral or other proceeding, claim, action or governmental investigation against him or any shareholder with which he is affiliated challenging the transactions contemplated by this Agreement, (f) neither he nor any shareholder with which he is affiliated has retained, hired or employed any broker, investment banker or other firm or person in connection with the transactions contemplated hereby and, except as set forth in the Disclosure Schedule, no agent, broker, banker, firm or person is or will be entitled to any broker's or finder's fee or any other encumbrances whatsoever on title, transfer, commission or exercise of any rights of a shareholder similar fee in respect of such Shares, except for connection with any of the foregoing arising under transactions contemplated by this Agreement. The liability of any Shareholder for the foregoing representations and warranties is individual and not joint and several, is limited to the consideration received by such Shareholder and by any shareholder with which he is affiliated and is limited to claims made within one year after the effective date of the Merger.

Representations and Warranties of the Shareholders. Each Shareholder hereby severally represents and warrants to Parent and Merger Sub the Company as follows: (a) Shareholder is The execution, delivery and performance of this Agreement and the record and beneficial owner, or the beneficial owner, consummation of the shares transactions contemplated hereby have been duly and validly authorized by such Shareholder, and no other proceedings on the part of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on are necessary to authorize this Agreement or after to consummate the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)transactions so contemplated. (b) This Agreement has been duly and validly executed and delivered by such Shareholder has and, assuming this Agreement constitutes a valid and binding obligation of the legal capacity to execute Company, constitutes a legal, valid and deliver binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by principles governing the availability of equitable remedies). (c) The execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not contravene or conflict with its organizational documents; contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to such Shareholder or any of its properties; or conflict with, or result in the breach or termination of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which such Shareholder is entitled under any provision of any agreement, contract, license or other instrument binding upon such Shareholder or any of its properties, or allow the acceleration of the performance of any obligation of such Shareholder under any indenture, mortgage deed of trust, lease, license, contract, instrument or other agreement to which such Shareholder is a party or by which such Shareholder, its assets or properties is subject or bound, other than such contraventions, conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to prevent, delay or impair such Shareholder's ability to consummate the transactions contemplated by this Agreement. (d) Other than any filings required by the Exchange Act or the rules and regulations promulgated thereunder, the execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby by such Shareholder require no filings, notices, declarations, consents or other actions to be made by such Shareholder with, nor are any approvals or other confirmations or consents required to be obtained by such Shareholder from, any governmental authority. (e) As of the date hereof, there is no action, suit, claim, investigation or proceeding pending or, to the knowledge of such Shareholder, threatened against such Shareholder or its properties before any court or arbitrator or any governmental authority which challenges or seeks to prevent, enjoin, alter or delay the Merger or any of the other transactions contemplated hereby or by the Merger Agreement. As of the date hereof, such Shareholder is not, and none of its properties is, subject to any order, writ, judgment, injunction, decree, determination or award which would prevent, delay or impair the consummation of the transactions contemplated hereby. (cf) This Agreement has been validly executed Such Shareholder is, and at the time the Shareholder Consent (as defined in Section 2(a) below) is delivered by Shareholder and constitutes to Parent (the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d"Consent Time") Neither the execution and delivery of this Agreement nor the consummation by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Actbe, the consummation by sole record and beneficial owner of and has, and at the Consent Time such Shareholder of the transactions contemplated hereby will not violatehave, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable good and valid title to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such SharesLiens, except for any Liens arising hereunder. Such Shareholder has, and at the Consent Time will have, the power to vote, dispose of and otherwise transfer such Shares without the approval, consent or other action of any person. (g) There are no options or rights to acquire, or understandings or arrangements to which such Shareholder is a party relating to the Shares held by such Shareholder, other than this Agreement and those described in Section 3.12 of the foregoing arising Parent Disclosure Schedules to the Merger Agreement. (h) The Shares indicated below such Shareholder's name on the signature page hereof represent all of the shares of Parent Common Stock beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Shareholder. (i) Such Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance on such Shareholder's execution and delivery of this Agreement.

Representations and Warranties of the Shareholders. Each Shareholder hereby jointly and severally represents and warrants to Parent and Merger Sub IBM as follows: (a) if the Shareholder is: (i) a corporation, it is a corporation duly incorporated and validly existing under the record laws of its jurisdiction of incorporation; has all necessary corporate power, authority, capacity and beneficial ownerright, and has received all requisite regulatory and other approvals other than those approvals described in Paragraph (d) of Section 3 of Schedule "C", particular to the character or the beneficial owner, status of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”).including any necessary approval of its respective shareholders) required to be received by it in order to execute and deliver this Agreement and to complete the transactions contemplated hereby; or (bii) Shareholder an individual, he has the legal all necessary capacity to execute and deliver this Agreement and to consummate complete the transactions contemplated hereby.; (cb) This upon the due execution and delivery of this Agreement has been validly executed and delivered by Shareholder and constitutes the legal, IBM this Agreement shall be a legally valid and binding obligation of Shareholder, agreement enforceable by IBM against the Shareholder in accordance with its terms, subject, as to enforceabilityhowever, to bankruptcythe usual limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and the availability of equitable remedies; (c) the Shareholder is, insolvency and at the time of deposit of the Shareholder Securities under the Offer, the Shareholder will be, the holder of record of the Shareholder Securities listed opposite its name in Schedule "B" hereto, including the Class A Shares or Class B Shares issuable upon the exercise of options, warrants or other Laws of general applicability relating to convertible securities or affecting creditors’ other rights and entitlements held by the Shareholder (the "Option Shares"), and at the time of such deposit will have the unfettered ability, authorization, capacity and the exclusive right to general equity principles.dispose of all such Shareholder Securities under the Offer; (d) Neither the Class B Shares owned collectively by all of the Shareholders represent all of the issued and outstanding Class B Shares. The votes attached to all of the Class A Shares and Class B Shares collectively held by the Shareholders represent approximately 75% of the votes attached to all of the outstanding Class A Shares and Class B Shares; (e) L beneficially owns and is the holder of record of all of the issued and outstanding securities of L Holdco and G beneficially owns and is the holder of record of all of the issued and outstanding preferred shares of G Holdco and La Fiducie Xxxxx Xxxxxxxx is the holder of record of all of the issued and outstanding common shares of G Holdco. The voting rights attached to the preferred shares of G Holdco held by G represent a majority of the voting rights attached to all of the outstanding securities of G Holdco; (f) Except for the Escrow Agreement dated November 24, 1986 among LGS Data Processing Consultants Inc., L Holdco, G Holdco, 133692 Canada Inc., Xxxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxx and Xxxxx X. Xxxxxxx (which agreement the Shareholders have the exclusive authority to terminate and have mutually agreed to terminate if the Target Shares deposited under the Offer and not withdrawn are taken up and paid for), the Shareholder is not a party to, bound or affected by or subject to, any agreement, charter or by-law provision, statute, regulation, judgment, order, decree or law which would be violated, contravened, breached by, or under which a default would occur as a result of, the execution and delivery or performance of this Agreement nor by the consummation by Shareholder of and which default, violation, contravention or breach would materially impair or would prevent the Shareholder from consummating the transactions contemplated hereby will result hereby; (g) the Shareholder Securities listed in a violation ofSchedule "B" hereto opposite such Shareholder's name constitute all of the shares or other securities in the capital of the Corporation owned beneficially and of record by such Shareholder or which the Shareholder could obtain upon the exercise of any outstanding warrants, options, or a default underother convertible securities or other rights and entitlements and all such warrants, or conflict withoptions, any contractconvertible securities and other rights and entitlement, trustand the details thereof, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder.also listed in Schedule "B"; (eh) The Shares ownedthe Shareholder Securities to be deposited by the Shareholder under the Offer in accordance with this Agreement at the time of deposit, will be beneficially owned by the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, with good and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholdermarketable title, free and clear of any and all mortgages, liens, charges, pledges, encumbrances, claims, security interests, proxies, voting trusts restrictions or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise rights of others of any rights of a shareholder nature whatsoever ("Liens"), except any Lien created hereby or by IBM; (i) except as set forth in the Disclosure Schedule, the Shareholder has not previously granted or agreed to grant any ongoing proxy or other right to vote in respect of such Sharesthe Shareholder Securities or entered into any voting trust, except for vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to the Shareholder Securities; and (j) there is no claim, action, lawsuit, arbitration, mediation or other proceeding pending or, to the best of the foregoing arising under this Agreementknowledge and belief of the Shareholder, threatened against the Shareholder which could materially impair the ability of the Shareholder of IBM to consummate the transactions contemplated hereby.

Representations and Warranties of the Shareholders. Shareholder Each Shareholder, severally and not jointly, hereby represents and warrants to Parent and Merger Sub SPAC as to itself as follows: (a) Such Shareholder is the only record and beneficial ownerowner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Agreement or the beneficial owner, organizational documents of the shares Company (including, for the purposes hereof, any agreements between or among shareholders of Common Stock (together with any shares the Company). As of Common Stock which the date hereof, other than the Owned Shares, such Shareholder may acquire at does not own beneficially or of record any time on Company Shares (or after the date hereof during the term of this Agreement, the “any securities convertible into Company Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)any interest therein. (b) Such 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 legal capacity matters set forth herein, in each case, with respect to such Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) Such Shareholder affirms that (i) if such Shareholder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Shareholder is not a natural person, (A) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (c) . This Agreement has been validly duly executed and delivered by such Shareholder and constitutes the legal, a valid and binding obligation agreement of Shareholder, such Shareholder enforceable against such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to bankruptcy, insolvency and other Laws general principles of general applicability relating to or affecting creditors’ rights and to general equity principlesequity. (d) Neither Other than the execution filings, notices and reports pursuant to, in compliance with or required to be made under Law, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Shareholder from, or to be given by such Shareholder to, or be made by such Shareholder with, any Governmental Entity in connection with the execution, delivery and performance by such Shareholder of this Agreement, or the consummation of the transactions contemplated hereby. (e) The execution, delivery and performance of this Agreement nor by such Shareholder do not, and the consummation by Shareholder of the transactions contemplated hereby or the Merger and the other transactions contemplated by the BCA will not, constitute or result in (i) a breach or violation of, or a default under, the limited liability company agreement or conflict withsimilar governing documents of such Shareholder (if such Shareholder is not a natural person), any contract(ii) with or without notice, trustlapse of time or both, commitmenta breach or violation of, agreementa termination (or right of termination) of or a default under, understanding, arrangement or restriction the loss of any kind benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Shareholder pursuant to which any Contract binding upon such Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby) compliance with the matters referred to in Section 4(d), under any applicable provisions Law to which such Shareholder is subject or (iii) any change in the rights or obligations of Sections 13 and 16 any party under any Contract legally binding upon such Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the Exchange Actaggregate, reasonably be expected to prevent or materially delay or impair such Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Merger or the other transactions contemplated by the BCA. (f) As of the date of this Agreement, there is no action, proceeding or investigation pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder that questions the beneficial or record ownership of such Shareholder’s Owned Shares, the validity of this Agreement or the performance by such Shareholder of its obligations under this Agreement. (g) Such Shareholder understands and acknowledges that SPAC is entering into the BCA in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Shareholder contained herein. (h) Such Shareholder acknowledges that none of SPAC, the Company, its affiliates or their respective officers, directors, partners, members or employees makes any representation or warranty with respect to, and shall have no responsibility with respect to, the solvency, financial condition or business operations or financial statements of the Company, except as set forth in the BCA and it’s filings with the SEC. Such Shareholder supports the BCA for its own account based on information currently available to such Shareholder (the “Current Information”). Based on such Current Information, the Shareholder has evaluated the merits and risks of the terms set forth in the BCA on its own and without reliance upon SPAC (other than with respect to the representations, warranties and covenants set forth in the BCA and the SPAC’s filings with the SEC). Such Shareholder is an “accredited investor,” as that term is defined in Rule 501(a) or Regulation D under the Securities Act. Such Shareholder is not, and is not acting on behalf of, an employee benefit plan or “benefit plan investor” within the purview of ERISA, or otherwise using “plan assets” (within the meaning of ERISA). Nothing in this sub-section 4(h) shall diminish the provisions of any other part of this Agreement or any applicable Law. (i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which SPAC or the Company is or will be liable in connection with the transactions contemplated hereby will not violatebased upon arrangements made by such Shareholder in his, her or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, andits capacity as a Shareholder or, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held knowledge of record, by Shareholder are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect behalf of such SharesShareholder in his, except for any of the foregoing arising under this Agreementher or its capacity as a Shareholder.

Representations and Warranties of the Shareholders. Shareholder hereby represents The Shareholders represent and warrants warrant to Parent Centennial and Merger Sub IAC, upon which representations and warranties Centennial and IAC rely, and which representations and warranties shall survive the Closing as provided in Section 19 of this Agreement, notwithstanding any investigation of the affairs of ITP by Centennial or IAC, as follows: (a) Shareholder is the record and beneficial owner, or the beneficial owner, Each of the shares of Common Stock Shareholders has full power and authority (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”corporate and other) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) . This Agreement has been duly and validly executed and delivered by Shareholder each of the Shareholders and constitutes the legal, valid and legally binding obligation of Shareholdereach of them, enforceable against Shareholder each of them in accordance with its terms, subject, subject only as to enforceability, enforceability to general equitable principles and to bankruptcy, insolvency and other Laws insolvency, reorganization, moratorium, or similar laws of general applicability relating to or application affecting creditors’ the rights and remedies of creditors. Except for such consents as are obtained prior to general equity principles. (d) Neither the Effective Time, no material consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or third party is required in connection with the execution and delivery of this Agreement nor by the Shareholders or the consummation by Shareholder the Shareholders of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderhereby. (eb) The Shares owned, Each Shareholder who executes this Agreement thereby evidences his agreement to vote in favor of the certificates representing Merger at the Shares shareholders' meeting to be held of record, and, prior to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held Closing of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising under this Agreement. (c) Each Shareholder acknowledges receipt of the Centennial Filings as described in Section 8(e) below. Each Shareholder represents that he (i) is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended; or (ii) either individually or together with his representatives and advisors, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of acquisition of the Centennial Shares and of making an informed investment decision with respect thereto, and understands all risks of holding the Centennial Shares for an indefinite period of time.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants warrants, jointly and severally, to Parent and Merger Sub the Company as followsof the date hereof that: (a) Such Shareholder is duly incorporated or formed, validly existing and in good standing under the record and beneficial owner, laws of its jurisdiction of incorporation or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)formation. (b) Such Shareholder has the legal capacity all requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement and to consummate perform its obligations hereunder. The execution and delivery by such Shareholder of this Agreement and the transactions contemplated hereby. (c) performance of each of their obligations hereunder has been duly authorized by all necessary action of such Shareholder, including the approval of its board of directors. This Agreement has been validly duly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subjectexcept as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and, as to enforceability, to bankruptcy, insolvency and other Laws of by general applicability relating to or affecting creditors’ rights and to general equity equitable principles. (dc) Neither the The execution and delivery of this Agreement nor by such Shareholder and the consummation by Shareholder performance of the transactions contemplated hereby each of its obligations hereunder will not constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of such Shareholder; (ii) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, or the creation of an encumbrance on any of the assets of such 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 such Shareholder; or (iii) conflict with, breach or violate any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind law applicable to which such Shareholder is a party or by which Shareholder its properties are bound or Shareholder’s assets are bound. Except affected, except, in the case of clauses (ii) and (iii) above, for compliance with any breach, violation, termination, default, creation, acceleration or conflict that would not, individually or in the applicable provisions of Sections 13 and 16 of aggregate, reasonably be expected to impair the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect ability of such Shares, except for any of the foregoing arising Shareholder to perform its obligations under this Agreement.

Representations and Warranties of the Shareholders. Shareholder hereby represents and warrants to Parent and Merger Sub as follows: (ai) Shareholder is the record and beneficial ownerowner of, or the beneficial ownerShareholder exercises voting power over, of the shares of Company Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time indicated on or after the date hereof during the term final page of this Agreement, which, on and as of the “Shares”date hereof, are free and clear of any Encumbrances that would adversely affect the ability of Shareholder to carry out the terms of this Agreement except with respect to the encumbrances on Shares beneficially owned by Xxxxxxx Xxxxxxxxxx as described in Section 5.16(b) of the Merger Agreement. The number of Shares set forth opposite Shareholder’s name on Schedule I the signature pages hereto are the only Shares beneficially owned by such Shareholder and, except as set forth on such signature pages, the Shareholder holds no options to this Agreement. Schedule I lists separately all options, warrants purchase or other rights to purchase Common Stock held by Shareholder (“Options”)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. (bii) Shareholder has the legal capacity requisite power and authority to execute and deliver enter into this Agreement and to consummate the transaction contemplated by this Agreement. The execution and delivery of this Agreement by such Shareholder and the consummation by such Shareholder of the transactions contemplated hereby. (c) by this Agreement have been duly authorized by all necessary action. This Agreement has been validly duly executed and delivered by such Shareholder and constitutes the legal, a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, except (i) as to enforceability, to the same may be limited by applicable bankruptcy, insolvency and other Laws insolvency, moratorium or similar laws of general applicability application relating to or affecting creditors’ rights ' rights, and (ii) for the limitations imposed by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to general equity principles. (d) Neither a right of termination, cancellation or acceleration of any obligation that would result in the creation of any Encumbrance upon any of the Shares owned by such Shareholder under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Shareholder or any Shares owned by such Shareholder. No consent, approval, order or authorization of any Governmental Entity is required by or with respect to such Shareholder in connection with the execution and delivery of this Agreement nor by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby will result in a violation ofby this Agreement, or a default underexcept (i) for applicable requirements, or conflict withif any, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Securities Exchange ActAct of 1934, as amended, and the consummation rules and regulations thereunder, and (ii) where the failure to obtain such consents, approvals, orders or authorizations would not prevent or materially delay the performance by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising its obligations under this Agreement. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform such Agreement.

Representations and Warranties of the Shareholders. Shareholder hereby Each Shareholder, severally and not jointly, represents and warrants to Parent and Merger Sub Purchaser, as of the date hereof and as of any Closing (as defined herein), as follows: (a) Such Shareholder is the record and beneficial ownerowner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, or as amended (the beneficial owner"Exchange Act"), of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term meaning will apply for all purposes of this Agreement) of, and has good title to, all of such Shareholder's Securities, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction or limitation, including any restriction on the “Shares”) right to vote, sell or otherwise dispose of the Securities (each, a "Lien"), except as set forth opposite Shareholder’s name on Schedule I to in this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) The Securities set forth opposite his, her or its name on Schedule A constitute all of the securities (as defined in Section 3(a)(10) of the Exchange Act, which definition will apply for all purposes of this Agreement) of the Company beneficially owned, directly or indirectly, by such Shareholder. (c) Except for such Securities, such Shareholder does not, directly or indirectly, other than as disclosed on Schedule A, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is such Shareholder subject to any Contract, commitment, arrangement, understanding, restriction or relationship, other than this Agreement, that provides for such Shareholder to vote or acquire any securities of the Company. Such Shareholder holds exclusive power to vote the Securities and has not granted a proxy to any other person (as defined in the Merger Agreement, which meaning will apply for all purposes of this Agreement) to vote the Securities, subject to the limitations set forth in this Agreement. (d) Such Shareholder has the full legal capacity capacity, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform his, her or its obligations hereunder and such execution, delivery and performance have been authorized by such Shareholder, and no other proceedings or actions by such Shareholder are necessary therefor. (ce) This Agreement has been validly duly executed and delivered by such Shareholder and, assuming this Agreement constitutes a valid and constitutes binding agreement of Parent, Purchaser and the legalCompany, is a valid and binding obligation of Shareholder, such Shareholder enforceable against such Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (df) Neither the execution and delivery of this Agreement nor the consummation performance by such Shareholder of the transactions contemplated hereby his, her or its obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration or result in the creation of any Lien on any Securities under, or conflict with, (i) any contract, trustContract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Shareholder is a party or by which such Shareholder is bound or (ii) any injunction, judgment, writ, decree, order or ruling applicable to the Shareholder’s assets are bound. Except ; except for compliance with the applicable provisions of Sections 13 and 16 conflicts, violations, breaches, defaults, terminations, amendments, cancellations, accelerations or Liens, disclosed on Section 3.1(c) of the Exchange ActCompany Disclosure Schedule, that could not individually or in the consummation aggregate be reasonably expected to prevent or materially impair or delay the performance by such Shareholder of his, her or its obligations hereunder. (g) Neither the transactions contemplated hereby execution and delivery of this Agreement nor the performance by such Shareholder of his, her or its obligations hereunder will not violate, or require violate any consent, approval, or notice under, any provision of any judgment, orderlaw, decree, statute, law, rule or regulation applicable to Shareholderthe Shareholder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, the violation of which or failure to take any such action could, individually or in the aggregate, be reasonably expected to prevent or materially impair or delay the performance by such Shareholder of its obligations hereunder, other than any required notices or filings pursuant to federal or state securities laws. (eh) The Shares ownedExcept as set forth in Section 3.8 of the Merger Agreement, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of such Shareholder that is or will be payable by the Company or any of its subsidiaries. (i) Such Shareholder understands and acknowledges that Parent is entering into, and causing Purchaser to enter into, the certificates representing Merger Agreement in reliance upon such Shareholder's execution, delivery and performance of this Agreement. (j) To the Shares held extent such Shareholder is a trust, such Shareholder has supplied or made available to Parent or Purchaser true and correct copies of recordall documents establishing, andorganizing, to the Shareholder’s knowledgegoverning or controlling such trust including any order, the certificates representing the Shares owned, but not held of record, by Shareholder are nowdecree or other judicial pronouncement affecting such trust documents, and at all times during such documents remain in full force and effect. (k) Neither the term hereof will be, held by Shareholder, Company nor any of its subsidiaries has any outstanding liabilities or by a nominee obligations to such Shareholder that were not fully reflected or custodian for reserved against in the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder most recent financial statements included in respect of such Sharesthe Filed Company SEC Documents, except for any of the foregoing arising under this Agreementimmaterial travel and other expenses related to service as an employee, officer or director and obligations relating to service as an employee, officer or director.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants to Parent and Merger Sub the other parties hereto, solely as to itself as follows: (a) The Shareholder is the only record owner of, and beneficial ownerhas good, valid and marketable title to, the Covered Shares it owns, free and clear of Liens other than as created by this Agreement or the Governing Documents of the Company (including, for the purposes hereof, any agreements between or among shareholders of the Company), or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”)applicable Laws. (b) The Shareholder, except as provided in this Agreement or as may be provided in any agreements between or among the Company and the shareholders of the Company, 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 its Covered Shares. (c) The Shareholder, if it is not an individual, affirms that (i) it 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) if such Shareholder is an individual, it affirms that the signature on this Agreement is genuine, and such Shareholder has the legal competence and capacity to execute the same, (d) The Shareholder 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. (c) . This Agreement has been validly duly executed and delivered by the Shareholder and, assuming due authorization and execution by each other party hereto, constitutes the legal, a valid and binding obligation agreement of Shareholder, the Shareholder enforceable against the Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to bankruptcy, insolvency and other Laws general principles of general applicability relating to or affecting creditors’ rights and to general equity principlesequity. (de) Neither the execution The execution, delivery and delivery performance of this Agreement nor by the Shareholder does not, and the consummation by Shareholder of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement will not, (i) conflict with, constitute or result in a breach or violation of, or a default under, the Governing Documents of the Shareholder, or conflict with(ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, any contractin each case, trustto the extent that the absence of such consent, commitmentapproval or other action would prevent, agreementenjoin or materially delay the timely performance by such Shareholder of its obligations under this Agreement. (f) As of the date of this Agreement there is no Proceeding pending against the Shareholder or, understandingto the knowledge of the relevant Shareholder, arrangement threatened against the Shareholder that questions the beneficial or restriction record ownership of any kind to which Shareholder is a party or by which Shareholder or the Shareholder’s assets are bound. Except for compliance with Owned Shares or the applicable provisions validity of Sections 13 and 16 of this Agreement or would reasonably be expected to prevent or materially delay, impair or adversely affect the Exchange Act, performance by the consummation by Shareholder of its obligations under this Agreement. (g) 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 Acquiror or the Company is or will be liable in connection with the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision based upon arrangements made by the Shareholder in its capacity as a Shareholder of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderthe Company. (eh) The Shares owned, Each Shareholder has had the certificates representing opportunity to read the Shares held of record, and, Business Combination Agreement and this Agreement and has had the opportunity to the consult with such Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, tax and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising under this Agreementlegal advisors.

Representations and Warranties of the Shareholders. Except as set forth in the corresponding sections or subsections of the Schedule of Exceptions (it being understood that items set forth in one particular section or subsection of the Schedule of Exceptions may apply to and/or qualify disclosures made in one or more other sections or subsection to the extent that it is reasonably apparent on its face that such disclosures apply to or qualify other disclosures, and that the Schedule of Exceptions may include specific cross-references to particular items in other sections or subsections of the Schedule of Exceptions), each Shareholder hereby represents hereby, severally and warrants not jointly, makes the following representations and warranties to Parent and Merger Sub as followsthe Purchaser: (a) SECTION 4.1. Organization If such Shareholder is a Trust, that such Shareholder is a trust duly formed and validly existing under the record and beneficial ownerlaws of its jurisdiction of formation, pursuant to a declaration of trust or the beneficial owner, similar trust formation document (a “Declaration of Trust”) currently in effect. SECTION 4.2. Ownership of the shares Shares Such Shareholder owns and has good and valid title to the number of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) Shares set forth opposite such Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither the execution and delivery of this Agreement nor the consummation by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder2.1, free and clear of all liensLiens, claimsrestrictions on sale, security interests, proxies, voting trusts or agreements, options, transfer dividend rights, understandings disposition or arrangements voting (other than restrictions imposed by applicable securities laws), preemptive rights, options or other rights to purchase, except as created pursuant to this Agreement. Such Shareholder is not a party or subject to any other encumbrances whatsoever on titleexisting agreement or understanding that affects or relates to the voting or giving of written consents with respect to the Shares of such Shareholder and no proxies with respect to such Shares have been granted by such Shareholder. Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Shares of such Shareholder, transferupon delivery to the Purchaser at the Closing of certificates representing such Shares, or exercise duly endorsed by such Shareholder for transfer to the Purchaser, and upon the Shareholders Representatives’ receipt of the Purchase Price allocable to such Shareholder, good and valid title to such Shares will pass to the Purchaser, free and clear of any rights Liens, other than those arising from acts of Purchaser or its affiliates. No stock transfer taxes are due as a shareholder in respect result of such purchase and sale of such Shares, except for any of the foregoing arising under this Agreement.

Representations and Warranties of the Shareholders. The Shareholder hereby represents and warrants to Parent each of the Investors (and Merger Sub acknowledges that each of the Investors is relying upon such representations and warranties) as follows: (a) The ordinary shares, par value US$0.01 per share, of the Company (the "Ordinary Shares") set forth on Annex I hereto include all Ordinary Shares held of record, owned by, or for which the Shareholder has or shares any voting power or power of disposition, provided that any such shares shall cease to be "Ordinary Shares" from and after such time as such shares are transferred to the extent permitted by Section 2. The Shareholder is the record legal and beneficial owner, or the beneficial ownerhas sole voting power, sole power of disposition and sole power to agree to all of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) matters set forth opposite Shareholder’s name in this Agreement with respect to the Ordinary Shares set forth on Schedule Annex I hereto. The Shareholder has good title to this Agreementthe Ordinary Shares set forth on Annex I hereto, free and clear of all liens, pledges, mortgages and encumbrances. Schedule Other than the Ordinary Shares set forth on Annex I lists separately all optionshereto, warrants no Ordinary Shares or other rights to purchase Common Stock held voting securities of the Company are beneficially owned or controlled directly or indirectly by the Shareholder (“Options”other than as may be issued upon exercise of employee stock options), and the Shareholder does not beneficially own or control directly or indirectly any other securities having the right to vote with respect to the Special Resolutions. (b) The Shareholder has the legal capacity (including, if the Shareholder is a corporation, due corporate authorization) to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) . This Agreement has been validly duly executed and delivered by the Shareholder, and, assuming the due authorization, execution and delivery by each of the Investors, this Agreement constitutes the legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). If the Shareholder is married, and the Ordinary Shares of the Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of of, the Shareholder's spouse, enforceable against Shareholder in accordance with its terms, subject, except as to enforceability, to such enforceability may be affected by bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other Laws of general applicability similar laws relating to or affecting creditors’ ' rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law). (dc) Neither the execution and delivery of this Agreement nor by the Shareholder, the consummation by the Shareholder of the transactions contemplated hereby will nor the compliance by the Shareholder with any of the provisions hereof shall (i) result in a violation any breach of, or constitute a default underor an event which with notice or lapse of time or both would become a default (or give rise to any third party right of termination, cancellation, material modification or conflict withacceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, trust, commitmentlicense, agreement, understandinglease, arrangement permit or restriction of any kind other instrument or obligation to which the Shareholder is a party or by which the Shareholder or Shareholder’s any of its properties or assets are (including the Ordinary Shares and any options issued by the Company to purchase Ordinary Shares ("Options")) may be bound. Except , (ii) except for compliance with filings under U.S. securities laws, require on the applicable provisions of Sections 13 and 16 part of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violateany filing with, or require permit, authorization, consent or approval of, any consentGovernmental Authority, approval(iii) violate any order, writ, injunction, decree, judgment or law applicable to the Shareholder or any of its properties or assets, or notice under, (iv) conflict with or result in a default under any provision of any judgmentthe certificate of incorporation, order, decree, statute, law, rule bylaws or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any similar organizational documents of the foregoing arising Shareholder (if not a natural person), excluding from clauses (i), (ii) and (iii) above such violations, breaches, defaults or failures to make any filing or to obtain any permit, authorization, consent or approval which would not, individually or in the aggregate, reasonably be expected to materially delay or impair the ability of the Shareholder to perform its obligations under this Agreement. (d) There is no private or governmental Action pending before any Governmental Authority, or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its properties or any of its officers or directors in the case of a corporate entity (in their capacities as such) that, individually or in the aggregate, would reasonably be expected to materially delay or impair the Shareholder's ability to perform its obligations under this Agreement. There is no judgment, decree or order against the Shareholder or, to the knowledge of the Shareholder, any of its directors or officers in the case of a corporate entity (in their capacities as such), that would reasonably be expected to materially delay or impair the Shareholder's ability to perform its obligations under this Agreement.

Representations and Warranties of the Shareholders. Shareholder hereby represents and warrants to Parent and Merger Sub as follows: (ai) Shareholder is the record and beneficial ownerowner of, or the beneficial ownerShareholder exercises voting power over, of the shares of Company Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time indicated on or after the date hereof during the term final page of this Agreement, which, on and as of the “Shares”date hereof, are free and clear of 7 any Encumbrances that would adversely affect the ability of Shareholder to carry out the terms of this Agreement except with respect to the encumbrances on Shares beneficially owned by Kennxxx Xxxxxxxxxx xx described in Section 5.16(b) of the Merger Agreement. The number of Shares set forth opposite Shareholder’s name on Schedule I the signature pages hereto are the only Shares beneficially owned by such Shareholder and, except as set forth on such signature pages, the Shareholder holds no options to this Agreement. Schedule I lists separately all options, warrants purchase or other rights to purchase Common Stock held by Shareholder (“Options”)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. (bii) Shareholder has the legal capacity requisite power and authority to execute and deliver enter into this Agreement and to consummate the transaction contemplated by this Agreement. The execution and delivery of this Agreement by such Shareholder and the consummation by such Shareholder of the transactions contemplated hereby. (c) by this Agreement have been duly authorized by all necessary action. This Agreement has been validly duly executed and delivered by such Shareholder and constitutes the legal, a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, except (i) as to enforceability, to the same may be limited by applicable bankruptcy, insolvency and other Laws insolvency, moratorium or similar laws of general applicability application relating to or affecting creditors’ rights ' rights, and (ii) for the limitations imposed by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to general equity principles. (d) Neither a right of termination, cancellation or acceleration of any obligation that would result in the creation of any Encumbrance upon any of the Shares owned by such Shareholder under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Shareholder or any Shares owned by such Shareholder. No consent, approval, order or authorization of any Governmental Entity is required by or with respect to such Shareholder in connection with the execution and delivery of this Agreement nor by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby will result in a violation ofby this Agreement, or a default underexcept (i) for applicable requirements, or conflict withif any, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Securities Exchange ActAct of 1934, as amended, and the consummation rules and regulations thereunder, and (ii) where the failure to obtain such consents, approvals, orders or authorizations would not prevent or materially delay the performance by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising its obligations under this Agreement. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform such Agreement.

Representations and Warranties of the Shareholders. Shareholder Each Shareholder, several but not jointly, hereby represents and warrants to Parent Qell, Holdco, the Company and Merger Sub as to itself as follows: (a) The Shareholder is the record sole and beneficial owner, or unrestricted owner (and is registered as such in the beneficial owner, list of shareholders of the shares Company) of Common Stock (together except with respect to the existing sub-participation agreements which existence was previously disclosed to Qell and the Company), and has good, valid and marketable title to, the Covered Shares, free and clear of Liens or any shares other limitations or restrictions (including any restriction on the right to vote, sell or otherwise dispose of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of Covered Shares) other than Liens (a) pursuant to (i) this Agreement, (ii) the “Shares”organizational documents of the Company (including, for the purposes hereof, any agreements between or among shareholders of the Company), (iii) set forth opposite Shareholder’s name on Schedule I the Business Combination Agreement or (iv) any applicable securities Laws or (b) that would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Shareholder to perform its obligations under this Agreement or the consummation of the transactions contemplated by this Agreement or the Business Combination Agreement. Schedule I lists separately all optionsAs of the date hereof, warrants other than the Covered Shares, the Shareholder does not own, and does not hold or other own any rights to purchase Common Stock held by Shareholder acquire (“Options”directly or indirectly), any shares in the share capital of the Company (or any securities convertible into, or which can be exchanged for, shares in the share capital of the Company) or any interest therein. (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 legal capacity matters set forth herein, in each case, with respect to the Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) The Shareholder affirms that (i) if the Shareholder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and shall deliver evidence of the consent of the Shareholder’s spouse (if applicable) to this Agreement, the Business Combination Agreement and the transactions contemplated thereby (including, but not limited to, the Merger and the Company Share Exchange), and (ii) if the Shareholder is not a natural person, (A) it 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 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. (c) . This Agreement has been validly duly executed and delivered by the Shareholder and constitutes the legal, a valid and binding obligation agreement of Shareholder, the Shareholder enforceable against the Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to bankruptcygeneral principles of equity. If this Agreement is being executed in a representative or fiduciary capacity, insolvency the Person signing this Agreement has full power and other Laws authority to enter into this Agreement on behalf of general applicability relating to or affecting creditors’ rights and to general equity principlesthe Shareholder. (d) Neither Other than the execution filings, notices and reports pursuant to, in compliance with or required to be made under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), and save as provided for under Section 1(d) above, 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 nor Agreement, the consummation by Shareholder of the transactions contemplated hereby hereby, the Company Share Exchange 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, the Company Share Exchange and the other transactions contemplated by the Business Combination Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the limited liability company agreement or conflict withsimilar governing documents of the Shareholder (if the Shareholder is not a natural person), (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any contractbenefit under, trustthe creation, commitmentmodification or acceleration of any obligations under or the creation of a Lien on any of the properties, agreementrights or assets of the Shareholder pursuant to any Contract binding upon the Shareholder or, understandingassuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), arrangement compliance with the matters referred to in Section 4(d), under any applicable Law to which the Shareholder is subject or restriction (iii) any change in the rights or obligations of any party under any Contract legally binding upon the Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Company Share Exchange 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 ownership of the Shareholder’s Owned Shares, the validity of this Agreement or that in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Shareholder of its obligations under this Agreement. (g) The Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Qell and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Business Combination Agreement and has independently and without reliance upon Qell or the Company and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Shareholder acknowledges that Qell and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. The Shareholder acknowledges that the agreements contained herein with respect to which the Covered Shares held by the Shareholder are irrevocable. (h) The Shareholder understands and acknowledges that each of Qell, Holdco, the Company and Merger Sub is a party or by which Shareholder or entering into the Business Combination Agreement in reliance upon the Shareholder’s assets are bound. Except for compliance with execution and delivery of this Agreement and the applicable provisions of Sections 13 representations, warranties, covenants and 16 other agreements of the Exchange ActShareholder contained herein. (i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Qell, Holdco, Merger Sub or the consummation by Shareholder of Company is or will be liable in connection with the transactions contemplated hereby will not violatebased upon arrangements made by the Shareholder in his, her or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, andits capacity as a shareholder or, to the Shareholder’s knowledge, knowledge of the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any behalf of the foregoing arising under this AgreementShareholder in his, her or its capacity as a shareholder.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants (severally, and not jointly, as to Parent and Merger Sub itself only) to SPAC as follows: (a) Except as disclosed on Schedule 2 hereto, such Shareholder is the record sole beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and beneficial ownerhas good, valid and marketable title to or has a valid proxy to vote such Shareholder’s Covered Shares, free and clear of any Liens (other than as created by this Agreement or the beneficial owner, Organizational Documents of the shares Company (including, for the purposes hereof, the Fifth Amended and Restated Memorandum and Articles of Common Stock (together with Association of the Company and any shares agreements between or among shareholders of Common Stock which such Shareholder may acquire at any time on or after the Company)). As of the date hereof during hereof, other than the term of this Agreement, the “Shares”) Owned Shares set forth opposite such Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options1, warrants such Shareholder does not own beneficially or other rights to purchase Common Stock held by Shareholder of record any Company Ordinary Shares or Company Preferred Shares (“Options”)or any securities convertible into Company Ordinary Shares or Company Preferred Shares) or any interest therein. (b) Such Shareholder, in each case except as provided in this Agreement, the Investment Agreements or the Organizational Documents of the Company, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Shareholder’s Covered Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Such Shareholder affirms that (i) if the Shareholder is a natural person, he or she has all the legal capacity requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transaction contemplated hereby, and (ii) if the Shareholder is not a natural person, (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 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. (c) . This Agreement has been validly duly executed and delivered by such Shareholder and constitutes and, subject to the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither the due execution and delivery of this Agreement nor by each other Party hereto, constitutes a legally valid and binding agreement of such Shareholder enforceable against the Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws or other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Shareholder from, or to be given by such Shareholder to, or be made by such Shareholder with, any Governmental Authority in connection with the execution, delivery and performance by such Shareholder of this Agreement, the consummation by Shareholder of the transactions contemplated hereby or the Business Combination or the other transactions contemplated by the Business Combination Agreement. (e) The execution, delivery and performance of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the Business Combination and the other transactions contemplated by the Business Combination Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of such Shareholder (if such Shareholder is not a natural person), (ii) with or conflict withwithout notice, any contractlapse of time or both, trusta breach or violation of, commitmenta termination (or right of termination) of or a default under, agreement, understanding, arrangement or restriction the loss of any kind benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Shareholder pursuant to which any Contract binding upon such Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 5(d), under any applicable provisions Law to which such Shareholder is subject or (iii) any change in the rights or obligations of Sections 13 and 16 any party under any Contract legally binding upon such Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the Exchange Actaggregate, reasonably be expected to prevent or materially delay or impair such Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation by Shareholder of the Business Combination or the other transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderby the Business Combination Agreement. (ef) The Shares ownedAs of the date of this Agreement, the certificates representing the Shares held of recordthere is no action, andproceeding or investigation pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder that, in any manner, questions the beneficial or record ownership of the Shareholder’s knowledge, Covered Shares or the certificates representing the Shares owned, but not held validity of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholderthis Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by a nominee or custodian for the benefit such Shareholder of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any of the foregoing arising its obligations under this Agreement. (g) The Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of SPAC and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Business Combination Agreement and has independently, based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Shareholder acknowledges that SPAC and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. The Shareholder acknowledges that the agreements contained herein with respect to the Covered Shares held by the Shareholder are irrevocable. (h) Such Shareholder understands and acknowledges that SPAC is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Shareholder contained herein. (i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which SPAC or the Company is or could be liable in connection with the Business Combination Agreement or this Agreement or any of the respective transactions contemplated hereby or thereby, in each case based upon arrangements made by such Shareholder in his, her or its capacity as a shareholder or, to the knowledge of such Shareholder, on behalf of such Shareholder in his, her or its capacity as a shareholder.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants to Parent Northgate (and Merger Sub as followsacknowledges that Northgate is relying upon such representations and warranties) that: (a) the Common Shares, options to purchase Common Shares (if any) (the “Options”), and the warrants to purchase Common Shares (if any) (the “Warrants”), set forth opposite its name on Schedule B to this Agreement include all securities of Primero held of record or beneficially owned by the Shareholder is (the record Common Shares, Options and Warrants, together, the “Securities”); (b) any Common Shares as to which legal or beneficial owner, ownership or the beneficial owner, right to vote or the right of disposition is acquired by the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during (including upon the term exercise of this Agreement, the Options or Warrants) shall be considered to be “Shares”) set forth opposite Shareholder’s name on Schedule I Securities” hereunder and shall be subject in all respects to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”).; (bc) subject to any proxies or powers of attorney granted hereunder, and other existing arrangements between the Shareholder and its affiliates, the Shareholder has the legal capacity sole voting and the sole dispositive power, and the sole power to agree to the matters set forth herein with respect to the Securities, and will continue to have the sole power to vote and dispose of the Securities at the time of any vote contemplated by this Agreement and at the time that Northgate acquires the Securities pursuant to the Plan of Arrangement; (d) other than the Securities, no Common Shares or other securities of Primero which by their terms are exercisable for or convertible into or exchangeable for Common Shares, are beneficially owned or controlled, directly or indirectly, by the Shareholder; the Shareholder has, and will have on the Effective Date, power and authority to deliver good title to the Securities, free and clear of any Encumbrances; (e) this Agreement has been duly executed and delivered by the Shareholder, and, assuming the due authorization, execution and delivery by Northgate, this Agreement constitutes a legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity; (f) if the Shareholder is a corporation or other entity, it is validly subsisting under the laws of the jurisdiction governing its incorporation or formation and has all necessary corporate or other power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.perform its obligations hereunder; (cg) This Agreement has been validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither neither the execution and delivery of this Agreement nor by the Shareholder, the consummation by the Shareholder of the transactions contemplated hereby will nor the compliance by the Shareholder with any of the provisions hereof will: (i) result in a violation any breach of, or constitute a default under(or an event which with notice or lapse of time or both would become a default), or conflict withgive rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal, under any provision of any of the constating documents of the Shareholder (if the Shareholder is a corporation or other entity) or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, trust, commitmentlicence, agreement, understandinglease, arrangement permit or restriction of any kind other instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of its properties or assets (including the Securities) may be bound, which breach or default could reasonably be expected to prevent, materially delay or materially impair the Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of ability to consummate the transactions contemplated hereby by this Agreement; (ii) require the Shareholder to make any filing with (other than pursuant to the requirements of applicable securities legislation which filings the Shareholder will not violateundertake), or require to obtain any consentpermit, approvalwaiver, authorization, exemption, registration, licence, consent or notice underapproval of, any provision of Governmental Entity or any judgmentother person; or (iii) subject to compliance with any approval or law contemplated by the Arrangement Agreement, violate or conflict with any judgement, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Shareholder.the Shareholder or any of its properties or assets; (eh) The Shares ownedthere is no private or governmental action, the certificates representing the Shares held of recordsuit, andproceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its properties that, individually or in the aggregate, could reasonably be expected to prevent, materially delay or materially impair the Shareholder’s knowledgeability to consummate the transactions contemplated by this Agreement; (i) there is no order of any Governmental Entity against the Shareholder that could prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement, or that could reasonably be expected to prevent, materially delay or materially impair the Shareholder’s ability to consummate the transactions contemplated by this Agreement; and (j) subject to existing arrangements between the Shareholder and its affiliates, the certificates representing the Shares ownedShareholder has not previously granted or agreed to grant any power of attorney or attorney in fact, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, proxy or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder right to vote in respect of such Sharesthe Securities or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to the Securities except for those which are no longer of any of the foregoing arising under this Agreementforce or effect.

Representations and Warranties of the Shareholders. Shareholder The Shareholders hereby represents represent and warrants warrant to Parent and Merger Sub Logansport Financial as follows: (a) Shareholder is The Shareholders are the record and beneficial owner, or owners of the beneficial owner, Shares and the Shares constitute all of the shares of Common Stock (together with any shares Logansport Financial capital stock owned of Common Stock which such Shareholder may acquire at any time on record or after beneficially by the date hereof during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held Shareholders and by Shareholder (“Options”).Bradshaw; (b) Shareholder Xxxxxxx the Shareholders, Bradshaw nor their afxxxxxxxx have a right to acquire a beneficial ownership interest in any capital stock of Logansport Financial and no such person has the legal capacity right to execute and deliver this Agreement and to consummate vote any shares of capital stock of Logansport Financial other than the transactions contemplated herebyShares. (c) This Agreement has been validly executed The sale of the Shares by the Shareholders to Logansport Financial hereunder will vest in Logansport Financial good and delivered by Shareholder valid right, title and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder interest in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither the execution and delivery of this Agreement nor the consummation by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of ShareholderShares, free and clear of all claims, liens, claimspledges, charges, security interestsinterests and encumbrances of any nature; (d) The Shareholders have the full right, proxiespower and authority to execute this Agreement, voting trusts to sell the Shares in accordance herewith, and to carry out the terms of this Agreement; (e) This Agreement constitutes a valid and binding obligation of the Shareholders and the performance of its terms will not violate any agreement or agreementsinstrument to which any Shareholder is a party or is subject. (f) There is no judgment, optionssuit, rightslien, understandings claim or arrangements proceedings against the Shareholders or any other encumbrances whatsoever on titlethe Shares which would limit, transferimpair or affect the Shareholders' title and ownership thereof, or exercise right to sell, assign, transfer and deliver the Shares to Logansport Financial; and (g) The Shareholders are sophisticated investors and are knowledgeable concerning the financial condition and results of any rights operations of a shareholder Logansport Financial and its subsidiaries and are familiar with the industry in respect of such Shares, which Logansport Financial operates. The Shareholders acknowledge that the consideration to be paid for the Shares is fair and adequate and that they have access to Logansport Financial's public filings with the Securities and Exchange Commission and no disclosures except for any as set forth in those filings have been requested or are needed by the Shareholders to evaluate the sale of the foregoing arising under Shares to Logansport Financial as contemplated by this Agreement.

Representations and Warranties of the Shareholders. Except as set forth in a Shareholder's Disclosure Memorandum attached hereto, each Shareholder hereby represents and warrants to Parent Acquiror and Merger Sub Sub, severally and not jointly, as follows: (a) Such Shareholder is the record and beneficial owner, or the beneficial owner, owner of the that number and class of shares of Common Company Capital Stock and, if applicable, Options and/or Company Warrants, set forth opposite such Shareholder's name on Exhibit A hereto (such Company Capital Stock, together with any shares of Common Company Capital Stock which acquired by such Shareholder may acquire at any time on or after the date hereof during the term of this Agreement, whether upon the “exercise of Options or Company Warrants or otherwise, all as may be adjusted from time to time pursuant to Section 10 hereof, the "Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”"). (b) Such Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated herebyby this Agreement. (c) In the case of any Shareholder that is a corporation, limited partnership or limited liability company, such Shareholder is an entity duly organized and validly existing under the Laws of the jurisdiction in which it is incorporated or constituted, and such Shareholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (d) This Agreement has been validly duly executed and delivered by such Shareholder and constitutes the a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, except as to enforceabilitythe effect, to bankruptcyif any, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesthe Enforceability Exceptions. (de) Neither the execution The execution, delivery and delivery performance of this Agreement nor by such Shareholder and the consummation by such Shareholder of the transactions contemplated hereby will not result in a violation of, of or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Shareholder is a party or by which such Shareholder or Shareholder’s his, her or its assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the The consummation by such Shareholder of the transactions contemplated hereby by this Agreement will not violate, or require any consent, approval, approval or notice under, any provision of any judgment, order, decree, statute, law, rule Law or regulation Order applicable to such Shareholder. (ef) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, owned by such Shareholder are now, and at all times during the term hereof of this Agreement will be, held by Shareholder, such Shareholder or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such SharesEncumbrances, except for any of the foregoing Encumbrance arising under this Agreement.

Representations and Warranties of the Shareholders. Shareholder hereby Each of the Shareholders severally represents and warrants to Parent and Merger Sub Zygo as follows: (a) Shareholder is the record The execution and beneficial owner, or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term delivery of this Agreement, and the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement. Schedule I lists separately all optionsconsummation and performance of the transactions contemplated hereby, warrants or other rights to purchase Common Stock held by Shareholder (“Options”). (b) such Shareholder has the legal capacity been, if applicable, duly and validly authorized by all necessary proceedings. Such Shareholder has full right, power and authority to execute and deliver this Agreement and to consummate perform the transactions contemplated hereby. (c) . This Agreement has been validly duly executed and delivered by such Shareholder and constitutes the a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject, terms (except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency and other Laws of general applicability relating to insolvency, moratorium or similar laws affecting creditors’ ' rights and to general equity principles.generally or by principles governing the availability of equitable remedies); and (db) Neither the execution The execution, delivery and delivery performance of this Agreement nor the consummation by such Shareholder of the transactions contemplated hereby will does not violate, conflict with, constitute a default under or result in a violation the breach of any term, condition or provision of, or a default underrequire the consent of any other party to, or conflict with(i) any note, any contractcredit agreement, bond, mortgage, deed of trust, commitmentsecurity interest, indenture, lease, license, contract, agreement, understanding, arrangement plan or restriction of any kind other instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s 's properties or assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, may be bound or require any consent, approval, affected or notice under, any provision of (ii) violate any judgment, order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to such Shareholder or such Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, and, to the Shareholder’s knowledge, the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, 's properties or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Sharesassets, except for any such violations, breaches, defaults or rights of termination, cancellation, acceleration, creation, imposition, suspension, revocation or modification as to which requisite waivers or consents have been or will be obtained by such Shareholder on or prior to the foregoing arising under this AgreementClosing Date and copies of which have been or will be delivered to Zygo.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants to Parent Northgate (and Merger Sub as followsacknowledges that Northgate is relying upon such representations and warranties) that: (a) the Common Shares, options to purchase Common Shares (if any) (the “Options”), and the warrants to purchase Common Shares (if any) (the “Warrants”), set forth opposite its name on Schedule B to this Agreement include all securities of Northgate held of record or beneficially owned by the Shareholder is (the record Common Shares, Options and Warrants, together, the “Securities”); (b) any Common Shares as to which legal or beneficial owner, ownership or the beneficial owner, right to vote or the right of disposition is acquired by the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during (including upon the term exercise of this Agreement, the Options or Warrants) shall be considered to be “Shares”) set forth opposite Shareholder’s name on Schedule I Securities” hereunder and shall be subject in all respects to this Agreement. Schedule I lists separately all options, warrants or other rights to purchase Common Stock held by Shareholder (“Options”).; (bc) subject to any proxies or powers of attorney granted hereunder, and other existing arrangements between the Shareholder and its affiliates, the Shareholder has the legal capacity sole voting and the sole dispositive power, and the sole power to agree to the matters set forth herein with respect to the Securities, and will continue to have the sole power to vote and dispose of the Securities at the time of any vote contemplated by this Agreement and at the time that Northgate acquires the Securities pursuant to the Plan of Arrangement; (d) other than the Securities, no Common Shares or other securities of Northgate which by their terms are exercisable for or convertible into or exchangeable for Common Shares, are beneficially owned or controlled, directly or indirectly, by the Shareholder; the Shareholder has, and will have on the Effective Date, power and authority to deliver good title to the Securities, free and clear of any Encumbrances; (e) this Agreement has been duly executed and delivered by the Shareholder, and, assuming the due authorization, execution and delivery by Primero, this Agreement constitutes a legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity; (f) if the Shareholder is a corporation or other entity, it is validly subsisting under the laws of the jurisdiction governing its incorporation or formation and has all necessary corporate or other power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.perform its obligations hereunder; (cg) This Agreement has been validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither neither the execution and delivery of this Agreement nor by the Shareholder, the consummation by the Shareholder of the transactions contemplated hereby will nor the compliance by the Shareholder with any of the provisions hereof will: (i) result in a violation any breach of, or constitute a default under(or an event which with notice or lapse of time or both would become a default), or conflict withgive rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal, under any provision of any of the constating documents of the Shareholder (if the Shareholder is a corporation or other entity) or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, trust, commitmentlicence, agreement, understandinglease, arrangement permit or restriction of any kind other instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of its properties or assets (including the Securities) may be bound, which breach or default could reasonably be expected to prevent, materially delay or materially impair the Shareholder’s assets are bound. Except for compliance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of ability to consummate the transactions contemplated hereby by this Agreement; (ii) require the Shareholder to make any filing with (other than pursuant to the requirements of applicable securities legislation which filings the Shareholder will not violateundertake), or require to obtain any consentpermit, approvalwaiver, authorization, exemption, registration, licence, consent or notice underapproval of, any provision of Governmental Entity or any judgmentother person; or (iii) subject to compliance with any approval or law contemplated by the Arrangement Agreement, violate or conflict with any judgement, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Shareholder.the Shareholder or any of its properties or assets; (eh) The Shares ownedthere is no private or governmental action, the certificates representing the Shares held of recordsuit, andproceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its properties that, individually or in the aggregate, could reasonably be expected to prevent, materially delay or materially impair the Shareholder’s knowledgeability to consummate the transactions contemplated by this Agreement; (i) there is no order of any Governmental Entity against the Shareholder that could prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement, or that could reasonably be expected to prevent, materially delay or materially impair the Shareholder’s ability to consummate the transactions contemplated by this Agreement; and (j) subject to existing arrangements between the Shareholder and its affiliates, the certificates representing the Shares ownedShareholder has not previously granted or agreed to grant any power of attorney or attorney in fact, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, proxy or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder right to vote in respect of such Sharesthe Securities or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to the Securities except for those which are no longer of any of the foregoing arising under this Agreementforce or effect.

Representations and Warranties of the Shareholders. Shareholder Each of the Shareholders hereby severally represents and warrants to Parent to, and Merger Sub covenants with, Cavalier as follows: (a) Such Shareholder is the record owner of, and beneficial ownerhas good title to, or the beneficial owner, number of the shares of Common Stock (together with any shares of Common Stock which Shares set forth next to such Shareholder may acquire at any time Shareholder's name on or after the date hereof during the term of Exhibit 3.2(a)(i) to this Agreement, free and clear of pledges, assignments, liens or other encumbrances (other than the “Shares”) set forth opposite Shareholder’s name on Schedule I Shareholders' Agreement dated December 11, 1992 among Wheel House and its Shareholders (the "Shareholders' Agreement")), and such Shares are not subject to this Agreement. Schedule I lists separately all any options, warrants or other rights of others. At the Closing, such Shareholders will have all power and authority necessary to purchase Common Stock held by Shareholder (“Options”)transfer their Shares pursuant to this Agreement without obtaining the consent of any third party or governmental agency which has not already been obtained. (b) Such Shareholder has will not sell, transfer or otherwise dispose of any of his Shares between the legal capacity to execute date hereof and deliver this Agreement and to consummate the transactions contemplated herebyearlier of the Closing Date or the expiration of the Option Period, if the option is not exercised, without obtaining the prior written approval of Cavalier. (c) This Agreement has been validly executed and delivered No provision of any agreement or instrument to which such Shareholder is a party or by which such Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (d) Neither is bound will be violated by the execution and delivery of this Agreement nor or the consummation by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction performance of any kind agreement or condition herein contained required to which be per formed or satisfied by such Shareholder. (d) This Agreement, when duly executed and delivered by such Shareholder, will constitute the valid and binding obligation of such Shareholder, enforceable against such Shareholder is a party or by which Shareholder or Shareholder’s assets are bound. Except for compliance in accordance with the applicable provisions of Sections 13 and 16 of the Exchange Act, the consummation by Shareholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholderits terms. (e) The Shares ownedEach Shareholder is acquiring the shares of Common Stock issued or to be issued pursuant to this Agreement for investment and for his own account and not with a view to any distribution thereof in violation of the Securities Act of 1933, as amended (the "1933 Act"), or any applicable state securities law, and such shares of Common Stock will not be sold, transferred or hypothecated by such Shareholder except in accordance with the terms hereof (including, without limitation, the certificates representing terms of Section 1.3(b) hereof) and then only if an exemption from registration is available under the Shares held 1933 Act and any applicable state securities law or if such shares of record, and, Common Stock are registered or qualified thereunder. The Shareholders acknowledge that each certificate evidencing shares of Common Stock issued to the Shareholder’s knowledgeShareholders pursuant hereto shall bear the following legend: The shares represented by this certificate are being issued pursuant to the Option and Stock Exchange Agreement dated August 28, 1995 among Wheel House Structures, Inc.; Xxxxx X. Xxxxxx, Xxx Xxxxxxxx and Xxx Xxxxxxx; and Cavalier Homes, Inc. (the "Agreement"), have not been registered under the Securities Act of 1933 and have been acquired for investment. They may not be sold or transferred except in compliance with the terms of the Agreement and then only if there exists an effective registration statement for the shares under the Securities Act of 1933 or an opinion of counsel that registration is not required under said Act. (f) Each Shareholder acknowledges that (i) he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the shares of Common Stock and (ii) has received and reviewed copies of the 1994 Annual Report of Cavalier, the certificates representing Annual Report of Cavalier on Form 10-K for the Shares ownedfiscal year ended December 31, but not held 1994, the quarterly reports of recordCavalier on Form 10-Q for all fiscal quarters ended since December 31, by Shareholder are now1994, the proxy statement of Cavalier with respect to the 1994 annual meeting of shareholders, the 1994 annual report to shareholders, and at (iii) has had the opportunity of reviewing all times other reports filed by Cavalier with the Securities and Exchange Commission during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any fiscal year. By virtue of the foregoing arising and the process of negotiating this Agreement and the transactions contemplated herein, such Shareholder has had access to such information relating to Cavalier as would be disclosed in a registration statement for the registration of shares of Common Stock under this Agreementthe 1933 Act.

Representations and Warranties of the Shareholders. Each Shareholder hereby represents and warrants to Parent Purchaser and Merger Sub the Company as follows: (a) The Shareholder has the right and power and is the record duly authorized to enter into, execute, deliver and beneficial owner, or the beneficial owner, of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of perform this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I and with respect to this Agreement. Schedule I lists separately all optionsany Shareholder that is not an individual, warrants its officers or other rights to purchase Common Stock held by Shareholder (“Options”). (b) Shareholder has the legal capacity to execute agents executing and deliver delivering this Agreement and are duly authorized to consummate the transactions contemplated hereby. (c) do so. This Agreement has been duly and validly executed executed, issued and delivered by Shareholder and constitutes the a legal, valid and binding obligation of each Shareholder, enforceable against Shareholder in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (db) Neither the execution The execution, delivery, and delivery performance of this Agreement nor will not, by the consummation by Shareholder lapse of time, the transactions contemplated hereby will result in giving of notice, or otherwise, constitute a violation ofof any applicable provision contained in (i) in the case of any Shareholder that is a corporation or partnership, its charter, bylaws or other organizational documents or (ii) any agreement, instrument, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind document to which Shareholder it is a party or by which Shareholder it is bound. (c) There is not now, and at no time during the term of this Agreement or Shareholder’s assets are bound. Except for compliance with this Agreement will there be, any agreement, arrangement, or understanding involving it, other than this Agreement and the applicable provisions of Sections 13 documents contemplated hereby and 16 thereby, modifying, restricting, or in any way affecting its rights to vote securities of the Exchange Company. (d) The Shareholder (i) is an "accredited investor", as that term is defined in Regulation D under the Securities Act; and (ii) has such knowledge, skill, and experience in business and financial matters, based on actual participation, that it is capable of evaluating the consummation by Shareholder merits and risks of an investment in the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Company and the suitability thereof as an investment for the Shareholder. (e) The Shares ownedExcept as otherwise contemplated by this Agreement, the Shareholder has acquired its shares of Capital Stock of the Company for investment for its own account and not with a view to any distribution thereof in violation of applicable securities laws. (f) It agrees that all certificates representing its securities bear appropriate restrictive legends, and such securities will not be offered, sold, or transferred in the Shares held absence of recordregistration or exemption under applicable securities laws. (g) Schedule 4.15 to the Note Agreement accurately sets forth the Shareholder's holdings of Capital Stock of the Company as of the date hereof, and, except as set forth on Schedule 4.15 to the Shareholder’s knowledgeNote Agreement, the certificates representing the Shares owned, but not held all of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, such Capital Stock is owned free and clear of all liens, claimsclaims and encumbrances. (h) If the Shareholder is any entity other than a natural person, security intereststhe Shareholder is duly organized and in good standing under the laws of the jurisdiction of its incorporation. (i) None of the documents, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transferinstruments, or exercise of other information furnished to the Purchaser by it, contains any rights untrue statement of a shareholder material fact or omits to state any material fact necessary in respect of such Sharesorder to make any statements made therein not misleading. No representation, except for any of the foregoing arising under warranty, or statement made by it in this Agreement, or in any document, certificate, exhibit or schedule attached hereto or thereto or delivered in connection herewith or therewith, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make any statements made herein or therein not misleading.

Representations and Warranties of the Shareholders. Shareholder Each Shareholder, several but not jointly, hereby represents and warrants to Parent Qell, Holdco, the Company and Merger Sub as to itself as follows: (a) The Shareholder is the record sole and beneficial owner, or unrestricted owner (and is registered as such in the beneficial owner, list of shareholders of the shares Company) of Common Stock (together except with respect to the existing sub-participation agreements which existence was previously disclosed to Qell and the Company), and has good, valid and marketable title to, the Covered Shares, free and clear of Liens or any shares other limitations or restrictions (including any restriction on the right to vote, sell or otherwise dispose of Common Stock which such Shareholder may acquire at any time on or after the date hereof during the term of Covered Shares) other than Liens (a) pursuant to (i) this Agreement, (ii) the “Shares”organizational documents of the Company (including, for the purposes hereof, any agreements between or among shareholders of the Company), (iii) set forth opposite Shareholder’s name on Schedule I the Business Combination Agreement or (iv) any applicable securities Laws or (b) that would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Shareholder to perform its obligations under this Agreement or the consummation of the transactions contemplated by this Agreement or the Business Combination Agreement. Schedule I lists separately all optionsAs of the date hereof, warrants other than the Covered Shares, the Shareholder does not own, and does not hold or other own any rights to purchase Common Stock held by Shareholder acquire (“Options”directly or indirectly), any shares in the share capital of the Company (or any securities convertible into, or which can be exchanged for, shares in the share capital of the Company) or any interest therein. (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 legal capacity matters set forth herein, in each case, with respect to the Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) The Shareholder affirms that (i) if the Shareholder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and shall deliver evidence of the consent of the Shareholder’s spouse (if applicable) to this Agreement, the Business Combination Agreement and the transactions contemplated thereby (including, but not limited to, the Merger and the Company Share Exchange), and (ii) if the Shareholder is not a natural person, (A) it 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 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. (c) . This Agreement has been validly duly executed and delivered by the Shareholder and constitutes the legal, a valid and binding obligation agreement of Shareholder, the Shareholder enforceable against the Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to bankruptcygeneral principles of equity. If this Agreement is being executed in a representative or fiduciary capacity, insolvency the Person signing this Agreement has full power and other Laws authority to enter into this Agreement on behalf of general applicability relating to or affecting creditors’ rights and to general equity principlesthe Shareholder. (d) Neither Other than the execution filings, notices and reports pursuant to, in compliance with or required to be made under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), and save as provided for under Section 1(d) above, 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 nor Agreement, the consummation by Shareholder of the transactions contemplated hereby hereby, the Company Share Exchange 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, the Company Share Exchange and the other transactions contemplated by the Business Combination Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the limited liability company agreement or conflict withsimilar governing documents of the Shareholder (if the Shareholder is not a natural person), (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any contractbenefit under, trustthe creation,modification or acceleration of any obligations under or the creation of a Lien on any of the properties, commitmentrights or assets of the Shareholder pursuant to any Contract binding upon the Shareholder or, agreementassuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), understandingcompliance with the matters referred to in Section 4(d), arrangement under any applicable Law to which the Shareholder is subject or restriction (iii) any change in the rights or obligations of any party under any Contract legally binding upon the Shareholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Company Share Exchange 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 ownership of the Shareholder’s Owned Shares, the validity of this Agreement or that in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Shareholder of its obligations under this Agreement. (g) The Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of Qell and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Business Combination Agreement and has independently and without reliance upon Qell or the Company and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Shareholder acknowledges that Qell and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. The Shareholder acknowledges that the agreements contained herein with respect to which the Covered Shares held by the Shareholder are irrevocable. (h) The Shareholder understands and acknowledges that each of Qell, Holdco, the Company and Merger Sub is a party or by which Shareholder or entering into the Business Combination Agreement in reliance upon the Shareholder’s assets are bound. Except for compliance with execution and delivery of this Agreement and the applicable provisions of Sections 13 representations, warranties, covenants and 16 other agreements of the Exchange ActShareholder contained herein. (i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Qell, Holdco, Merger Sub or the consummation by Shareholder of Company is or will be liable in connection with the transactions contemplated hereby will not violatebased upon arrangements made by the Shareholder in his, her or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder. (e) The Shares owned, the certificates representing the Shares held of record, andits capacity as a shareholder or, to the Shareholder’s knowledge, knowledge of the certificates representing the Shares owned, but not held of record, by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares, except for any behalf of the foregoing arising under this AgreementShareholder in his, her or its capacity as a shareholder.