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

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners as follows: (a) The Stockholder has all necessary power, capacity and authority to enter into this Agreement and is the sole record or beneficial owner of the Stockholder's Stock. The Stockholder has good and valid title to the Stockholder's Stock, free and clear of any and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to this Agreement, none of the Stockholder's Stock is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof. (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and constitutes the valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not, without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or a default under, result in the loss of any benefit under, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment or decree to which the Stockholder is a party or by which the Stockholder's assets or Stockholder's Stock is bound or subject. (d) Neither the execution and delivery of this Agreement, nor the performance by the Stockholder of the Stockholder's obligations hereunder, will violate any provision of law applicable to the Stockholder. (e) No investment banker, broker or finder is entitled to any commission or fee in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made by or on behalf of the Stockholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners or its substitute all of the voting power of the Stockholder's Stock under law and Equalnet's Articles of Incorporation and Bylaws with respect to the matters specified in Section 3 hereof until the Proxy Termination Date.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners Parent as follows: (a) The Stockholder has all necessary power, capacity and authority to enter into this Agreement and is the sole record or beneficial owner of the Stockholder's Stock. The Stockholder has good and valid title to the Stockholder's Stock, Owned Shares free and clear of any and all claimslien, lienscharge, chargesencumbrance or claim of whatever nature, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to this Agreement, none of the Stockholder's Stock is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced restrictions upon resale which may be imposed by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereofapplicable securities laws. (b) As of the date hereof, the Stockholder beneficially owns the Owned Shares. The Stockholder has sole voting power and sole power of disposition with respect to the Owned Shares, with no restrictions, subject to applicable securities laws and the terms of this Agreement, on his or her rights of disposition pertaining thereto. The Stockholder does not have any right to acquire, nor is he or she the beneficial owner of any other shares of Company Common Stock or any securities convertible into or exchangeable or exercisable for any shares of Company Common Stock, except for stock options. (c) The Stockholder has the legal capacity, power and authority to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly authorized, and validly executed and delivered by the Stockholder and constitutes the a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except to the extent (i) such enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights and (ii) the remedy of specific enforcement and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (cd) The execution, delivery and performance of this Agreement and by the consummation of the transactions contemplated hereby Stockholder will notnot constitute a breach, without the passing violation or default (or any event which, with notice or lapse of time or the giving of notice or both, violate or conflict with, would constitute a breach of or a default default) under, or result in the loss termination of, or accelerate the performance required by, or result in a right of any benefit termination or acceleration under, or permit result in the acceleration creation of any lien or entitle encumbrance upon any person to accelerate any obligation under of the properties or pursuant toassets of Stockholder under, any contractnote, commitment, agreement, understandingbond, mortgage, lienindenture, deed of trust, license, lease, instrument, order, award, judgment agreement or decree other instrument to which the Stockholder is a party or by which the Stockholder's his or her respective properties or assets or Stockholder's Stock is bound or subjectare bound. (d) Neither the execution and delivery of this Agreement, nor the performance by the Stockholder of the Stockholder's obligations hereunder, will violate any provision of law applicable to the Stockholder. (e) No investment banker, broker or finder is entitled to any commission or fee in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made by or on behalf of the Stockholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners or its substitute all of the voting power of the Stockholder's Stock under law and Equalnet's Articles of Incorporation and Bylaws with respect to the matters specified in Section 3 hereof until the Proxy Termination Date.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners Parent and Merger Sub as follows: (a) The Stockholder has all necessary power, capacity and authority to enter into this Agreement and is the sole record or and beneficial owner of the Stockholder's Stock. The Company Common Shares set forth opposite his, her or its name on Schedule 1 to this Agreement (such Company Common Shares, together with any Company Common Shares acquired by the Stockholder has good and valid title to after the Stockholder's Stock, free and clear date of any and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to this Agreement, none whether upon the exercise of options to purchase Company Common Shares or otherwise, all as may be adjusted from time to time pursuant to Section 6 hereof, the Stockholder's Stock is subject to any proxy, voting trust or other agreement or arrangement with respect "Shares"). Schedule 1 lists separately each option issued to the voting of Stockholder and the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership exercise price thereof. (b) The Stockholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been duly authorized, executed and delivered by the Stockholder and constitutes the a legal, valid and binding agreement obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforcement thereof may be limited against such Stockholder by (i) bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting enforcement of creditors' rights or remedies in general as from time to time in effect or (ii) the exercise by courts of equity powers. (cd) The executionexecution and delivery of this Agreement by the Stockholder, delivery and the performance of this Agreement by the Stockholder and the consummation by the Stockholder of the transactions contemplated hereby will notnot result in a violation of, without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or a default under, result in the loss of any benefit under, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant toconflict with, any contract, trust, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment arrangement or decree restriction of any kind to which the Stockholder is a party or by which the Stockholder's such Stockholder or his assets or Stockholder's Stock is bound or subject. (d) Neither the execution and delivery of this Agreement, nor the performance are bound. The consummation by the Stockholder of the Stockholder's obligations hereundertransactions contemplated hereby will not violate, will violate or require any consent, approval, or notice under, any provision of law any Law or Order applicable to the Stockholder. (e) No investment bankerIf the Stockholder is a business entity, broker the Stockholder is an entity duly organized and validly existing under the Laws of the jurisdiction in which it is incorporated or finder is entitled constituted, and the Stockholder has all requisite power and authority to any commission or fee in respect 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 or the Merger Agreement based upon any arrangement or agreement made by or on behalf of the StockholderAgreement. (f) The Proxy granted hereunder is legalShares owned by the Stockholder are now, valid and effective and at all times during the term hereof will confer upon HW Partners be, held by the Stockholder, or its substitute all of by a nominee or custodian for the voting power benefit of the Stockholder's Stock under law , free and Equalnet's Articles clear of Incorporation and Bylaws with 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 stockholder in respect to the matters specified in Section 3 hereof until the Proxy Termination Dateof such Shares (collectively, "Encumbrances"), except for any such Encumbrances arising hereunder or as set forth on Schedule 1.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners Nipro and the Acquisition Corporation as of the date of this Agreement as follows: (a) If the Stockholder is a corporation, partnership, limited liability company, trust or other entity (i) the Stockholder is a corporation, partnership, limited liability company, trust or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) the execution, delivery and performance by the Stockholder of this Agreement and the performance by the Stockholder of the obligations of the Stockholder under this Agreement have been duly and validly authorized by its board of directors, partners, managers, members, trustees or other governing body, as the case may be, and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement or the performance by the Stockholder of the Stockholder’s obligation under this Agreement. The Stockholder has all necessary power, capacity power and authority to enter into execute and deliver this Agreement and is the sole record or beneficial owner of to perform the Stockholder's Stock. The Stockholder has good and valid title to the Stockholder's Stock, free and clear of any and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to ’s obligations under this Agreement, none of the Stockholder's Stock is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof. (b) Agreement This Agreement has been duly authorized, executed and delivered by the Stockholder and constitutes the a valid and binding agreement obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. (cb) The execution, execution and delivery and performance of this Agreement by the Stockholder does not, and the consummation performance by the Stockholder of the transactions contemplated hereby Stockholders’ obligations under this Agreement will notnot (i) violate any law, without rule or regulation applicable to the passing Stockholder, (ii) if the Stockholder is a corporation, partnership, limited liability company, trust or other entity, conflict with or violate the organizational documents of the Stockholder or (iii) result in a violation or any breach of or constitute a default (or an event which with notice or lapse of time or the giving of notice or bothboth would become a default) under any note, violate or conflict withbond, constitute a breach of or a default undermortgage, result in the loss of any benefit underindenture, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrumentlicense, orderpermit, award, judgment franchise or decree other instrument or obligation to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's assets ’s properties or Stockholder's Stock is assets, including the Subject Shares, are bound or subjectaffected. (dc) Neither the The execution and delivery of this AgreementAgreement by the Stockholder does not, nor and the performance by the Stockholder of the Stockholder's ’s obligations hereunderunder this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any government or subdivision thereof, or any administrative, governmental or regulatory authority, agency, commission, tribunal or body, domestic, foreign or supranational, except for applicable requirements, if any, of the Securities Act, the Securities Exchange Act, the securities laws of any state or other jurisdiction, the rules of any applicable securities exchange, state takeover laws, the pre-merger notification requirements of the HSR Act, and filings and recordation of appropriate merger documents as required by the Delaware General Corporation Law or any other applicable law or regulation. (d) The Existing Shares are, and the Subject Shares as of the Effective Time will violate be, held of record and owned beneficially solely by the Stockholder. The Existing Shares and all warrants, options or other rights to acquire any provision shares of law Common Stock (including the applicable exercise price) held of record or owned beneficially by the Stockholder are described on Schedule 2(d) to this Agreement. The Existing Shares constitute all of the shares of Common Stock held of record or owned beneficially by the Stockholder as of the date of this Agreement. All of the Existing Shares are issued and outstanding and, except as set forth on Schedule 2(d), the Stockholder does not hold of record or own beneficially any warrants, options or other rights to acquire any shares of Common Stock. The Stockholder has with respect to the StockholderExisting Shares, and will have at the Effective Time with respect to the Subject Shares, sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 of this Agreement, sole power to demand appraisal rights (to the extent such rights are available) and sole power to agree to all of the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, subject only to applicable federal and state securities laws and the terms of this Agreement. The Stockholder has good and valid title to the Existing Shares and at all times during the term of this Agreement and on the Effective Time will have good and valid title to the Subject Shares, in each case free and clear of all Liens. (e) No broker, investment banker, broker financial advisor or finder other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission or fee in respect of this Agreement or connection with the Merger Agreement transactions contemplated hereby based upon any arrangement or agreement arrangements made by or on behalf of the Stockholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners or its substitute all of the voting power of the Stockholder's Stock under law and Equalnet's Articles of Incorporation and Bylaws with respect to the matters specified in Section 3 hereof until the Proxy Termination Date.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners Nipro and the Acquisition Corporation as of the date of this Agreement as follows: (a) If the Stockholder is a corporation, partnership, limited liability company, trust or other entity (i) the Stockholder is a corporation, partnership, limited liability company, trust or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) the execution, delivery and performance by the Stockholder of this Agreement and the performance by the Stockholder of the obligations of the Stockholder under this Agreement have been duly and validly authorized by its board of directors, partners, managers, members, trustees or other governing body, as the case may be, and no other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement or the performance by the Stockholder of the Stockholder’s obligation under this Agreement. The Stockholder has all necessary power, capacity power and authority to enter into execute and deliver this Agreement and is the sole record or beneficial owner of to perform the Stockholder's Stock. The Stockholder has good and valid title to the Stockholder's Stock, free and clear of any and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to ’s obligations under this Agreement, none of the Stockholder's Stock is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof. (b) Agreement This Agreement has been duly authorized, executed and delivered by the Stockholder and constitutes the a valid and binding agreement obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. (cb) The execution, execution and delivery and performance of this Agreement by the Stockholder does not, and the consummation performance by the Stockholder of the transactions contemplated hereby Stockholders’ obligations under this Agreement will notnot (i) violate any law, without rule or regulation applicable to the passing Stockholder, (ii) if the Stockholder is a corporation, partnership, limited liability company, trust or other entity, conflict with or violate the organizational documents of the Stockholder or (iii) result in a violation or any breach of or constitute a default (or an event which with notice or lapse of time or the giving of notice or bothboth would become a default) under any note, violate or conflict withbond, constitute a breach of or a default undermortgage, result in the loss of any benefit underindenture, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrumentlicense, orderpermit, award, judgment franchise or decree other instrument or obligation to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's assets ’s properties or Stockholder's Stock is assets, including the Subject Shares, are bound or subjectaffected. (dc) Neither the The execution and delivery of this AgreementAgreement by the Stockholder does not, nor and the performance by the Stockholder of the Stockholder's ’s obligations hereunderunder this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any government or subdivision thereof, or any administrative, governmental or regulatory authority, agency, commission, tribunal or body, domestic, foreign or supranational, except for applicable requirements, if any, of the Securities Act, the Securities Exchange Act, the securities laws of any state or other jurisdiction, the rules of any applicable securities exchange, state takeover laws, the pre-merger notification requirements of the HSR Act, and filings and recordation of appropriate merger documents as required by the Delaware General Corporation Law or any other applicable law or regulation. (d) The Existing Shares are, and the Subject Shares as of the Effective Time will violate be, held of record and owned beneficially solely by the Stockholder. The Existing Shares and all warrants, options or other rights to acquire any provision shares of law Common Stock (including the applicable exercise price) held of record or owned beneficially by the Stockholder are described on Schedule 2(d) to this Agreement. The Existing Shares constitute all of the shares of Common Stock held of record or owned beneficially by the Stockholder as of the date of this Agreement. All of the Existing Shares are issued and outstanding and, except as set forth on Schedule 2(d), the Stockholder does not hold of record or own beneficially any warrants, options or other rights to acquire any shares of Common Stock. The Stockholder has with respect to the StockholderExisting Shares, and will have at the Effective Time with respect to the Subject Shares, sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1of this Agreement, sole power to demand appraisal rights (to the extent such rights are available) and sole power to agree to all of the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, subject only to applicable federal and state securities laws and the terms of this Agreement. The Stockholder has good and valid title to the Existing Shares and at all times during the term of this Agreement and on the Effective Time will have good and valid title to the Subject Shares, in each case free and clear of all Liens. (e) No broker, investment banker, broker financial advisor or finder other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission or fee in respect of this Agreement or connection with the Merger Agreement transactions contemplated hereby based upon any arrangement or agreement arrangements made by or on behalf of the Stockholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners or its substitute all of the voting power of the Stockholder's Stock under law and Equalnet's Articles of Incorporation and Bylaws with respect to the matters specified in Section 3 hereof until the Proxy Termination Date.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners Parent and Merger Sub as follows: (a) The Stockholder has all necessary power, capacity requisite power and authority to enter into execute and deliver this Agreement and is the sole record or beneficial owner of to perform the Stockholder's Stock’s obligations under this Agreement. The Stockholder has good execution, delivery and valid title to performance of this Agreement have been duly authorized by the Stockholder's Stock, free and clear of any and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to this Agreement, none of the Stockholder's Stock is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof. (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and and, assuming this Agreement constitutes the a valid and binding agreement obligation of Parent and Merger Sub, constitutes a valid and binding obligation of the Stockholder, Stockholder enforceable against the Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The Securities and the certificates (or any book-entry notations used to represented any uncertificated shares of Company Common Stock) representing the Securities are now, and at all times during the term hereof will be, held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, and the Stockholder has title to the Securities, free and clear of any Encumbrances (including voting trusts and voting commitments), except as provided by this Agreement. As of the date of this Agreement, the Stockholder owns of record or beneficially no securities of the Company, or any options, warrants or rights exercisable for securities of the Company, other than the Securities set forth on Part I of Exhibit A hereto. The Stockholder has full power to vote the Securities as provided herein. Neither the Stockholder nor any of the Securities is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting or disposition of the Securities, except as otherwise contemplated by this Agreement or the Merger Agreement. (c) The execution(i) No filing with, delivery and performance no permit, authorization, consent or approval of this Agreement and any state, federal or foreign governmental authority is necessary on the consummation part of the transactions contemplated hereby will not, without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or a default under, result in the loss of any benefit under, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment or decree to which the Stockholder is a party or by which the Stockholder's assets or Stockholder's Stock is bound or subject. (d) Neither for the execution and delivery of this Agreement, Agreement by the Stockholder and the performance by the Stockholder of the Stockholder’s obligations under this Agreement and (ii) neither the execution and delivery of this Agreement by the Stockholder nor the performance by the Stockholder of the Stockholder's ’s obligations hereunder, will under this Agreement nor compliance by the Stockholder with any of the provisions hereof shall (x) result in the creation of an encumbrance on any of the Securities or (y) violate any provision of law order, writ, injunction, decree, statute, rule or regulation applicable to the Stockholder or any of the Securities, except in the case of (x) or (y) for violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder to perform its obligations hereunder. (d) The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. (e) No investment banker, broker or finder is entitled The Stockholder represents and warrants to any commission or fee in respect Parent and Merger Sub that none of this Agreement or the Merger Agreement based upon any arrangement or agreement made information relating to the Stockholder and its affiliates provided by or on behalf of the Stockholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners Stockholder or its substitute all affiliates for inclusion in the Proxy Statement will, at the respective times that the Proxy Statement is filed with the SEC or is first mailed to the holders of the voting power Company Common Stock, contain any untrue statement of 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 Stockholder's Stock circumstances under law which they were made, not misleading. The Stockholder authorizes and Equalnet's Articles of Incorporation agrees to permit Parent and Bylaws with respect Merger Sub to the matters specified publish and disclose in Section 3 hereof until the Proxy Termination DateStatement and any related filings under the securities laws of the United States or any state thereof the Stockholder’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.

Representations and Warranties of the Stockholder. The Stockholder hereby represents represents, warrants and warrants certifies to HW Partners Parent as follows: (a) The Stockholder has all necessary power, capacity and authority to enter into this Agreement and is the sole record or holder and beneficial owner of the Stockholder's Stock. The Stockholder Shares and has good and valid title to the Stockholder's StockShares, free and clear of any and Encumbrances. The Shares are the only shares of the capital stock of the Company held by the Stockholder. The Stockholder has the ability to vote all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoeverof the Shares at any meeting of the stockholders of the Company or by written consent in lieu of any such meeting. Except pursuant to this the Reorganization Agreement, none of the Stockholder's Stock is subject to Voting Agreement, dated _____ ___, 2000, by and between Parent and Stockholder and the other agreements specifically identified in the Disclosure Schedule, the Stockholder has not appointed or granted any proxyproxy or entered into any agreement, voting trust contract, commitment or other agreement or arrangement understanding with respect to the voting any of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) Shares that is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereofnow in force. (b) This The Stockholder has the absolute and unrestricted right, power, authority and capacity to enter into, execute, deliver and perform all of Stockholder's obligations under each agreement, document or instrument referred to in or contemplated by the Reorganization Agreement to which the Stockholder is or is to become a party. (c) Each agreement, document or instrument referred to in or contemplated by the Reorganization Agreement to which the Stockholder is or is to become a party (i) has been (or will when executed by the Stockholder be) duly authorized, and validly executed and delivered by the Stockholder and (ii) constitutes (or will when executed by the Stockholder constitute) a valid and binding agreement obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, and to rules of law governing specific performance, injunctive relief and other equitable remedies. (cd) The Neither the execution, delivery and or performance by the Stockholder of this any agreement, document or instrument referred to in or contemplated by the Reorganization Agreement and to which the Stockholder is or is to become a party, nor the consummation of the Merger or any of the other transactions contemplated hereby by the Reorganization Agreement, will not, without the passing of time directly or the giving of notice indirectly: (i) result in any violation or both, violate or conflict with, constitute a breach of any agreement or a default under, result in the loss of any benefit under, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment or decree other instrument to which the Stockholder is a party or by which the Stockholder's assets or Stockholder's Stock Stockholder is bound or (ii) result in a violation of any law, rule, regulation, order, judgment or decree to which the Stockholder or any of the Shares is subject. No authorization, consent or approval of, or notice to, any Person is required to be obtained or given by the Stockholder in connection with the execution, delivery or performance of any agreement, document or instrument referred to in or contemplated by the Reorganization Agreement to which the Stockholder is or is to become a party. (de) Neither There is no Legal Proceeding by or before any Governmental Body pending or, to the knowledge of the Stockholder, threatened against the Stockholder that challenges or would challenge the execution and delivery of this Agreementany agreement, nor document or instrument referred to in or contemplated by the performance Reorganization Agreement to which the Stockholder is or is to become a party or the taking of any of the actions required to be taken by the Stockholder of under any agreement, document or instrument referred to in or contemplated by the Stockholder's obligations hereunder, will violate any provision of law applicable Reorganization Agreement to which the Stockholder. (e) No investment banker, broker Stockholder is or finder is entitled to any commission or fee in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made by or on behalf of the Stockholderbecome a party. (f) The Proxy granted hereunder Stockholder is legalaware (i) that the Parent Common Stock to be issued to the Stockholder in the Merger will not be issued pursuant to a registration statement under the Securities Act of 1933, valid and effective and as amended (the "Act"), but will confer upon HW Partners or its substitute all instead be issued in reliance on the exemption from registration set forth in Section 4(2) of the voting power Act and in Regulation D under the Act and (ii) that neither the Merger nor the issuance of such Parent Common Stock has been approved or reviewed by the Stockholder's SEC or by any other Governmental Body. (g) The Stockholder is aware that the Parent Common Stock to be issued in the Merger cannot be resold unless such Parent Common Stock is registered under law the Act or unless an exemption from registration is available. The Stockholder is also aware that: (i) except pursuant to the Registration Rights Agreement and Equalnet's Articles of Incorporation and Bylaws the Reorganization Agreement, Parent is under no obligation to file a registration statement with respect to the matters specified Parent Common Stock to be issued to the Stockholder in Section 3 hereof until the Proxy Termination Date.Merger; and (ii) the provisions of Rule 144 under the Act will

Representations and Warranties of the Stockholder. The Stockholder hereby ------------------------------------------------- represents and warrants to HW Partners to, and covenants with, CBC and Acquisition Corporation as follows: (aA) The signature page hereto sets forth all Stockholder Shares and all rights, options and warrants to acquire any capital stock of KRES ("Options"), including all Stockholder Shares as to which such Stockholder has all necessary sole or shared voting or investment power, capacity and authority to enter into this Agreement and . Stockholder is the sole record or sole, true, lawful and beneficial owner of the number of Stockholder Shares and Options set forth opposite his or its name below with no restrictions on Stockholder's Stock. The Stockholder has good and valid title to the Stockholder's Stockvoting rights pertaining hereto, free and clear of any and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except except pursuant to this Agreement and the Voting Agreement, none . None of the Stockholder's Stock Stockholder Shares or Options is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of shares, except pursuant to this Agreement and the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued Voting Agreement and outstanding, fully paid and non-assessable with no personal liability attaching except as set forth on Exhibit A to the ownership thereofVoting Agreement. As of the Effective Time of the Merger, none of the Stockholder Shares or Options will be subject to any voting trust or other agreement or arrangement with respect to the voting of shares, except pursuant to this Agreement and the Voting Agreement. (bB) Stockholder has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform its or his obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Stockholder and constitutes the legal, valid and binding agreement obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. (cC) The executionWith respect to Stockholder, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not, without the passing of time or the giving of notice or both, violate or not conflict with, constitute a breach or result in any violation of, or default (with or without notice of lapse of time, or a default both) under, result in the or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of any a material benefit under, any provision of applicable law or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant toregulation, any contractjudgment, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment order or decree or any agreement or instrument to which the Stockholder is a party or by which the Stockholder's assets or Stockholder's Stock Stockholder is bound or subjectbound. (d) Neither the execution and delivery of this Agreement, nor the performance by the Stockholder of the Stockholder's obligations hereunder, will violate any provision of law applicable to the Stockholder. (e) No investment banker, broker or finder is entitled to any commission or fee in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made by or on behalf of the Stockholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners or its substitute all of the voting power of the Stockholder's Stock under law and Equalnet's Articles of Incorporation and Bylaws with respect to the matters specified in Section 3 hereof until the Proxy Termination Date.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners Emerald as of the date hereof as follows: (a) The Stockholder has all necessary powerrequisite legal capacity, capacity power and authority to enter into this Agreement and is to consummate the sole record or beneficial owner of the Stockholder's Stocktransactions contemplated hereby. The Stockholder has good and valid title to the Stockholder's Stock, free and clear of any and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to this Agreement, none of the Stockholder's Stock is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof. (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and constitutes the a valid and binding agreement obligation of the Stockholder, Stockholder enforceable against the Stockholder in accordance with its terms. (c) . The execution, execution and delivery and performance of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any breach or violation of, or default (with or without the passing notice or lapse of time or the giving of notice both) under any provision of, any Stockholder's charter or bothby-laws. The Existing Shares are not subject to any lien, violate pledge or conflict with, constitute a breach of or a default under, result in the loss encumbrance of any benefit under, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment or decree to which the Stockholder is a party or by which kind other than the Stockholder's assets or Stockholder's Stock is bound or subjectAgreement with the Company with respect to the Existing Shares. (db) Neither Stockholder is the execution and delivery of this Agreement, nor the performance by the Stockholder record holder or beneficial owner of the Stockholder's obligations hereunder, will violate any provision of law applicable to the Stockholder. (e) No investment banker, broker or finder is entitled to any commission or fee in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made by or on behalf number of the Stockholder. (f) The Proxy granted hereunder Existing Shares as is legalset forth on the signature page hereto. On the date hereof, valid and effective and will confer upon HW Partners or its substitute the Existing Shares set forth on the signature page hereto constitute all of the outstanding shares of Common Stock owned of record or beneficially by Stockholder. Stockholder does not have record or beneficial ownership of any shares of Common Stock not set forth on the signature page hereto. Stockholders have, collectively, sole power of disposition with respect to all of the Existing Shares set forth on the signature page hereto and sole voting power of the Stockholder's Stock under law and Equalnet's Articles of Incorporation and Bylaws with respect to the matters specified set forth in Section 3 hereof until and sole power to demand dissenter's or appraisal rights, in each case with respect to all of the Proxy Termination DateExisting Shares set forth on the signature page hereto, with no restrictions on such rights, subject to applicable insurance laws and regulations in the case of Subject Shares owned of record by an insurance subsidiary stockholder and to the terms of this Agreement. (c) Stockholder's Shares and the certificates representing such Subject Shares are now and at all times during the term hereof will be held by Stockholder, or by a nominee or custodian for the benefit of Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners Parent and Merger Sub as follows: (a) The Stockholder has all necessary power, capacity requisite power and authority to enter into execute and deliver this Agreement and is the sole record or beneficial owner of to perform the Stockholder's Stock’s obligations under this Agreement. The Stockholder has good execution, delivery and valid title to performance of this Agreement have been duly authorized by the Stockholder's Stock, free and clear of any and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to this Agreement, none of the Stockholder's Stock is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof. (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and and, assuming this Agreement constitutes the a valid and binding agreement obligation of Parent and Merger Sub, constitutes a valid and binding obligation of the Stockholder, Stockholder enforceable against the Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. [The failure of the spouse, if any, of the Stockholder to be a party or signatory to this Agreement shall not (x) prevent the Stockholder from performing the Stockholder’s obligations contemplated hereunder or (y) prevent this Agreement from constituting the legal, valid and binding obligation of the Stockholder in accordance with its terms.]1 (b) The Securities and the certificates (or any book-entry notations used to represented any uncertificated shares of Company Common Stock) representing the Securities are now, and at all times during the term hereof will be, held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, and the Stockholder has title to the Securities, free and clear of any Encumbrances (including voting trusts and voting commitments), except as provided by this Agreement. As of the date of this Agreement, the Stockholder owns of record or beneficially no securities of the Company, or any options, warrants or rights exercisable for securities of the Company, other than the Securities set forth on Part I of Exhibit A hereto. The Stockholder has full power to vote the Securities as provided herein. Neither the Stockholder nor any of the Securities is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting or disposition of the Securities, except as otherwise contemplated by this Agreement or the Merger Agreement. (c) The execution(i) No filing with, delivery and performance no permit, authorization, consent or approval of this Agreement and any state, federal or foreign governmental authority is necessary on the consummation part of the transactions contemplated hereby will not, without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or a default under, result in the loss of any benefit under, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment or decree to which the Stockholder is a party or by which the Stockholder's assets or Stockholder's Stock is bound or subject. (d) Neither for the execution and delivery of this Agreement, Agreement by the Stockholder and the performance by the Stockholder of the Stockholder’s obligations under this Agreement and (ii) neither the execution and delivery of this Agreement by the Stockholder nor the performance by the Stockholder of the Stockholder's ’s obligations hereunder, will under this Agreement nor compliance by the Stockholder with any of the provisions hereof shall (x) result in the creation of an encumbrance on any of the Securities or (y) violate any provision of law order, writ, injunction, decree, statute, rule or regulation applicable to the Stockholder or any of the Securities, except in the case of (x) or (y) for violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder to perform its obligations hereunder. (d) The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. (e) No investment banker, broker or finder is entitled The Stockholder represents and warrants to any commission or fee in respect Parent and Merger Sub that none of this Agreement or the Merger Agreement based upon any arrangement or agreement made information relating to the Stockholder and its affiliates provided by or on behalf of the Stockholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners Stockholder or its substitute all affiliates for inclusion in the Proxy Statement will, at the respective times that the Proxy Statement is filed with the SEC or is first mailed to the holders of the voting power Company Common Stock, contain any untrue statement of 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 Stockholder's Stock 1 Note to Draft: Bracketed language to be deleted if Stockholder is not a natural person. circumstances under law which they were made, not misleading. The Stockholder authorizes and Equalnet's Articles of Incorporation agrees to permit Parent and Bylaws with respect Merger Sub to the matters specified publish and disclose in Section 3 hereof until the Proxy Termination DateStatement and any related filings under the securities laws of the United States or any state thereof the Stockholder’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.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners as follows: USF that: (a) The the execution, delivery and performance by the Stockholder has all necessary power, capacity and authority to enter into of this Agreement and is the sole record will not conflict with, require a consent, waiver or beneficial owner approval under, or result in a breach of or default under, any of the Stockholder's Stock. The Stockholder has good and valid title to the Stockholder's Stock, free and clear terms of any and all claimscontract, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to this Agreement, none of the Stockholder's Stock is subject to any proxy, voting trust commitment or other agreement obligation (written or arrangement with respect oral) to which the voting of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof. bound; (b) This this Agreement has been duly authorized, executed and delivered by the Stockholder and constitutes the a legal, valid and binding agreement obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. ; (c) The executionthe Stockholder is the sole owner of the Shares and the Shares represent all shares of Common Stock owned by the Stockholder at the date hereof, delivery and performance the Stockholder does not have any right to acquire, nor is he or she the "beneficial owner" (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of, any other shares of any class of capital stock of the Company or any securities convertible into or exchangeable or exercisable for any shares of any class of capital stock of the Company (other than shares subject to options granted by the Company); (d) the Stockholder has full right, power and authority to execute and deliver this Agreement and the consummation of the transactions contemplated hereby will not, without the passing of time to perform his or the giving of notice or both, violate or conflict with, constitute a breach of or a default under, result in the loss of any benefit under, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment or decree to which the Stockholder is a party or by which the Stockholder's assets or Stockholder's Stock is bound or subject. (d) Neither the execution and delivery of this Agreement, nor the performance by the Stockholder of the Stockholder's her obligations hereunder, will violate subject only to any provision interest which the spouse of law applicable to the Stockholder may have in the Shares owned by the Stockholder. , such spouse having executed a Stockholder Agreement in his or her own right; and (e) No investment bankerthe Stockholder owns the Shares free and clear of all liens, broker or finder is entitled to claims, pledges, charges, proxies, restrictions, encumbrances, voting trusts and voting agreements of any commission or fee nature whatsoever other than as provided by this Agreement. The representations and warranties contained herein shall be made as of the date hereof and as of each day from the date hereof through and including the Effective Time (as defined in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made by or on behalf of the StockholderAgreement). (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners or its substitute all of the voting power of the Stockholder's Stock under law and Equalnet's Articles of Incorporation and Bylaws with respect to the matters specified in Section 3 hereof until the Proxy Termination Date.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners as followsTopco that the following statements are true and correct: (a) The Stockholder has all necessary power, authority and legal capacity to execute and authority deliver this Agreement, to enter into this Agreement perform his or her covenants, agreements and obligations hereunder and to consummate the transactions contemplated hereby. (b) The Stockholder is the sole record or and/or beneficial owner (within the meaning of Rule 13d-3 under the Stockholder's Stock. The Stockholder Exchange Act) of, and has good and valid title to to, the Stockholder's StockRollover Shares and the Vested Company Options, free and clear of any all restrictions on transfer and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to other Liens (other than those arising under this Agreement, none the Merger Agreement and federal and state securities Laws). The Stockholder does not own, of record or beneficially, any shares of capital stock of the Stockholder's Stock Company, or other rights to acquire shares of capital stock of the Company, in each case, other than the Owned Shares, the Vested Company Options or other Company Equity Awards (whether or not vested). The Stockholder is subject not a party to any proxy, voting trust agreement, voting trust, stockholders agreements or other agreement or similar arrangement with respect to any outstanding shares of capital stock of the voting Company. (c) The execution, delivery and performance by the Stockholder of this Agreement does not and will not (i) violate any Law applicable to or binding upon the Stockholder, (ii) require any consent (other than as previously obtained) or other action by any Person under, constitute a default under (with due notice or lapse of time or both), or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Stockholder's Stock. The , or to a loss of any benefit to which the Stockholder is entitled under any provision of any agreement or other instrument binding upon the Stockholder or any of his, her or its assets or properties or (iii) result in the creation or imposition of any Lien on any property or asset of the Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof. (bd) The Topco Shares will be acquired for the Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, any applicable state securities Laws or the terms of this Agreement, and such Topco Shares will not be disposed of in contravention of any such Laws. The Stockholder is not, and at the Exchange Time will not be, under any binding commitment to sell, assign, transfer (including by operation of Law), subject to a Lien or otherwise dispose of any of the Topco Shares. (e) The Stockholder is able to bear the economic risk of the investment in the Topco Shares for an indefinite period of time, and the Stockholder understands that the transfer of the Topco Shares is subject to the Securities Act, applicable state securities Laws and have not been registered under the Securities Act. (f) The Stockholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Topco Shares and has had access to such other information regarding the exchange of the Rollover Shares and issuance of the Topco Shares contemplated hereby as the Stockholder has requested. (g) This Agreement has been duly authorized, executed and delivered by the Stockholder and constitutes the legal, valid and binding agreement obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. terms (cexcept as such enforcement may be limited by (i) The applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors rights generally or (ii) general principles of equity, whether considered in a proceeding at Law or in equity), and the execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not, without the passing of time or the giving of notice or both, violate or does not conflict with, constitute violate, or cause a breach of or a default underany agreement, result in the loss of any benefit undercontract, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment or decree instrument to which the Stockholder is a party or by any Law to which the Stockholder's assets or Stockholder's Stock Stockholder is bound or subject. (dh) Neither The Stockholder is an “Accredited Investor” within the execution meaning of Rule 501 of Regulation D under the Securities Act. The Stockholder considers himself, herself or itself to be an experienced and delivery sophisticated investor and to have such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of this Agreementan investment in the Topco Shares. The Stockholder acknowledges and understands that an investment in the Topco Shares involves substantial risks, nor the performance by and the Stockholder is able to bear the economic risks of an investment in the Topco Shares pursuant to the terms hereof, including the complete loss of the Stockholder's obligations hereunder, will violate any provision of law applicable to ’s investment in the StockholderTopco Shares. (ei) No investment banker, broker or finder is entitled The Stockholder has not been subject to any commission event specified in Rule 506(d)(1) of the Securities Act or fee any proceeding or event that could result in respect any such disqualifying event (“Disqualifying Event”) that would either require disclosure under the provisions of this Agreement Rule 506(e) of the Securities Act or result in disqualification under Rule 506(d)(1) of Topco’s use of the Merger Agreement based upon Rule 506 exemption. In the event that the Stockholder becomes subject to a Disqualifying Event at any arrangement date after the date hereof, the Stockholder agrees and covenants to use its reasonable efforts to coordinate with Topco (i) to provide documentation as reasonably requested by Topco related to any such Disqualifying Event and (ii) to implement a remedy to address the Stockholder’s changed circumstances such that the changed circumstances will not affect in any way Parent or agreement made by or Topco’s ongoing and/or future reliance on behalf the Rule 506 exemption under the Securities Act. (j) As of the date hereof, there is no legal action pending against, or, to the knowledge of the Stockholder, threatened against, the Stockholder that would reasonably be expected to prevent, materially or materially impair the ability of the Stockholder to perform its obligations under this Agreement. (fk) The Proxy granted hereunder is legal, valid Stockholder acknowledges that Topco will rely upon the accuracy and effective and will confer upon HW Partners or its substitute all truth of the voting power foregoing representations in this Section 6, including for the purpose of determining whether the offer for the Stockholder to hold Rollover Shares or Vested Company Options, as applicable, following the Closing meets the requirements for an applicable exemption from registration under the Securities Act, and hereby consents to such reliance. (l) The transferability of the Stockholder's Stock under law Topco Shares will be restricted by the terms of the Stockholders Agreement (as defined below) and Equalnet's Articles that at the Exchange Time and for an indefinite period thereafter, there will be no public market for the Topco Shares and accordingly, the Stockholder will not be able to transfer the Topco Shares in case of Incorporation emergency, if at all (except as permitted by the organization or governing documents of Topco and Bylaws the Stockholders Agreement). (m) Notwithstanding anything contained in this Agreement to the contrary, the Stockholder acknowledges and agrees that none of Topco, Parent, the Company or any of their respective Affiliates or their respective directors, officers, employees, shareholders, partners (general or limited), members or Representatives, has made or will make any representations or warranties whatsoever with respect to the matters specified transactions contemplated by this Agreement, express or implied, beyond those expressly given by Topco in Section 3 hereof until 7. Without limiting the Proxy Termination Dategenerality of the foregoing, the Stockholder acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospective information that may have been or will be made available to the Stockholder or any of his, her or its Representatives. The Stockholder further acknowledges that none of Parent, Topco, the Company or any of their respective Affiliates or their respective directors, officers, employees, shareholders, partners (general or limited), members or Representatives, shall have or be subject to any liability to the Stockholder or any other Person resulting from the issuance of the Topco Shares to the Stockholder, or the Stockholder’s use of or reliance on, any information regarding Topco or the Company or their respective subsidiaries furnished or made available to the Stockholder and his, her or its Representatives in connection with the transactions contemplated hereby, except as expressly set forth in this Agreement and applicable securities Laws.

Representations and Warranties of the Stockholder. The Stockholder hereby represents represents, warrants and warrants certifies to HW Partners Parent as follows: (a) The Stockholder has all necessary power, capacity and authority to enter into this Agreement and is the sole record or holder and beneficial owner of the Stockholder's Stock. The Stockholder Shares and has good and valid title to the Stockholder's Stock, Shares free and clear of any and Encumbrances. The Shares are the only shares of the capital stock of any of the Companies held by the Stockholder. The Stockholder has the ability to vote all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoeverof the respective Shares at any meeting of the stockholders of the applicable Company or by written consent in lieu of any such meeting. Except pursuant to this the Merger Agreement, none of the Stockholder's Stock is subject to Stockholder has not appointed or granted any proxyproxy or entered into any agreement, voting trust contract, commitment or other agreement or arrangement understanding with respect to the voting any of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) Shares that is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereofnow in force. (b) This The Stockholder has the absolute and unrestricted right, power, authority and capacity to enter into, execute, deliver and perform all of his obligations under the Merger Agreement and under each other agreement, document or instrument referred to in or contemplated by the Merger Agreement to which the Stockholder is or is to become a party. (c) The Merger Agreement and each other agreement, document or instrument referred to in or contemplated by the Merger Agreement to which the Stockholder is or is to become a party (i) has been duly authorized, (or will when executed and delivered by the Stockholder be) duly and validly executed by the Stockholder, and (ii) constitutes (or will when executed by the Stockholder constitute) a valid and binding agreement obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, and to rules of law governing specific performance, injunctive relief and other equitable remedies. (cd) The Neither the execution, delivery and or performance of this the Merger Agreement and or of any other agreement, document or instrument referred to in or contemplated by the Merger Agreement to which the Stockholder is or is to become a party, nor the consummation of the Mergers or any of the other transactions contemplated hereby by the Merger Agreement, will not, without the passing of time directly or the giving of notice indirectly: (i) result in any violation or both, violate or conflict with, constitute a breach of any agreement or a default under, result in the loss of any benefit under, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment or decree other instrument to which the Stockholder is a party or by which the Stockholder's assets Stockholder is bound; or Stockholder's Stock (ii) result in a violation of any law, rule, regulation, order, judgment or decree to which the Stockholder or any of the Shares is bound subject. No authorization, consent or subjectapproval of, or notice to, any Person is required to be obtained or given by the Stockholder in connection with the execution, delivery or performance of the Merger Agreement or of any other agreement, document or instrument referred to in or contemplated by the Merger Agreement to which the Stockholder is or is to become a party. (de) Neither There is no Legal Proceeding by or before any Governmental Body pending or, to the knowledge of the Stockholder, threatened against the Stockholder that challenges or would challenge the execution and delivery of this Agreementthe Merger Agreement or of any other agreement, nor document or instrument referred to in or contemplated by the performance Merger Agreement to which the Stockholder is or is to become a party or the taking of any of the actions required to be taken by the Stockholder of the Stockholder's obligations hereunder, will violate any provision of law applicable to the Stockholder. (e) No investment banker, broker or finder is entitled to any commission or fee in respect of this Agreement or under the Merger Agreement based upon or under any arrangement other agreement, document or agreement made instrument referred to in or contemplated by the Merger Agreement to which the Stockholder is or on behalf of the Stockholderis to become a party. (f) The Proxy granted hereunder Stockholder is legal, valid and effective and will confer upon HW Partners or its substitute all of aware (i) that the voting power of the Stockholder's Parent Common Stock under law and Equalnet's Articles of Incorporation and Bylaws with respect to be issued to the matters specified Stockholder in Section 3 hereof until the Proxy Termination Date.Mergers will not be issued pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act"), but will instead be issued in reliance on the

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners Lynx as follows: (ai) The Stockholder is either (A) the record holder or beneficial owner of the number of, or (B) trustee ("TRUSTEE") of a trust that is the record holder or beneficial owner of, and whose beneficiaries are the beneficial owners of the shares of Detective Common Stock set forth opposite the Stockholder's name on SCHEDULE I hereto (the "EXISTING SHARES"). (ii) On the date hereof, the Existing Shares constitute all of the outstanding shares of Detective Common Stock owned of record or beneficially by the Stockholder. (iii) The Stockholder has sole power of disposition and sole voting power with respect to the matters set forth in Section 4 hereof and sole power to demand dissenter's or appraisal rights, in each case with respect to all necessary powerof the Existing Shares, capacity with no restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (iv) The Stockholder will have sole power of disposition and will have sole voting power with respect to the matters set forth in Section 4 hereof and sole power to demand dissenter's or appraisal rights, in each case with respect to all Shares other than Existing Shares, if any, which become beneficially owned by the Stockholder, with no restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) The Stockholder has the legal capacity, power and authority to enter into this Agreement and is the sole record or beneficial owner perform all of the Stockholder's Stockobligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has good and valid title will not violate any other Contract to which the Stockholder's StockStockholder is a party or by which the Stockholder is bound including, free and clear of without limitation, any and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to this Agreement, none of the Stockholder's Stock is subject to any proxytrust agreement, voting trust agreement, stockholders agreement, voting trust, partnership or other agreement or arrangement with respect to the voting of the Stockholder's Stockagreement. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof. (b) This Agreement has been duly authorized, and validly executed and delivered by the Stockholder and (assuming due authorization, execution and delivery by Lynx) constitutes the a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms. (c) The execution, . All necessary consents of any beneficiary of or holder of interest in any trust of which the Stockholder is Trustee to the execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will nothave been obtained. If the Stockholder is married and the Stockholder's Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms. (c) Except for filings under the HSR Act, if applicable, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by the Stockholder and the consummation by the Stockholder of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by the Stockholder nor the consummation by the Stockholder of the transactions contemplated hereby nor compliance by the Stockholder with the provisions hereof shall (x) conflict with or result in any breach of any applicable trust, partnership agreement or other Contracts or organizational documents applicable to the Stockholder, (y) result in a violation or breach of, or constitute (with or without the passing notice or lapse of time or the giving of notice or both, violate or conflict with, constitute a breach of or ) a default under(or give rise to any right of termination, result in cancellation, material modification or acceleration), under any of the loss terms, conditions or provisions of any benefit under, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment or decree Contract to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's properties or assets may be bound or (z) violate any Governmental Order applicable to the Stockholder or any of the Stockholder's Stock is bound properties or subjectassets. (d) Neither Except for the execution shares of Detective Common Stock identified in SCHEDULE II hereto (the "PLEDGED SHARES"), the Stockholder's Shares and delivery of this Agreement, nor the performance certificates representing such Shares are now and at all times during the term hereof will be held by the Stockholder Stockholder, or by a nominee or custodian for the benefit of the Stockholder's obligations , free and clear of all Liens, proxies, voting trusts or arrangements or any other encumbrances whatsoever, except for any of the same arising hereunder, will violate any provision of law applicable to the Stockholder. (e) No broker, investment banker, broker financial adviser or finder other Person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission or fee in respect of this Agreement or connection with the Merger Agreement transactions contemplated hereby based upon any arrangement or agreement arrangements made by or on behalf of the StockholderStockholder in his or her capacity as such. (f) The Proxy granted hereunder Stockholder understands and acknowledges that Lynx is legal, valid and effective and will confer entering into the Merger Agreement in reliance upon HW Partners or its substitute all of the voting power of the Stockholder's Stock under law execution and Equalnet's Articles delivery of Incorporation and Bylaws this Agreement with respect to the matters specified in Section 3 hereof until the Proxy Termination DateLynx.

Representations and Warranties of the Stockholder. The Stockholder Each of the Stockholders hereby represents and warrants to HW Partners Parent and Purchaser, severally and not jointly, as follows: (a) The Such Stockholder is the beneficial owner of the shares of Common Stock (as may be adjusted from time to time pursuant to Section 6 hereof, the "SHARES") set forth opposite its name on Annex I to this Agreement. Such Shares are held of record, in each case, by the custodian of such Stockholder. On the date hereof, the Shares opposite such Stockholder's name constitute all of the Shares owned by such Stockholder. Such Stockholder has the exclusive right to vote or dispose of (or exercise the voting or disposition of) such Shares. (b) Such Stockholder is a corporation, general partnership, limited partnership, collective investment trust or separate account, as the case may be, duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization, and such Stockholder has all necessary power, capacity requisite power and authority to enter into this Agreement and is to consummate the sole record transactions contemplated hereby and has taken all corporate, partnership or beneficial owner other action necessary to authorize the execution, delivery and performance of the Stockholder's Stock. The Stockholder has good and valid title to the Stockholder's Stock, free and clear of any and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to this Agreement, none of the Stockholder's Stock is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof. (bc) This Agreement has been duly authorized, validly executed and delivered by the such Stockholder and constitutes the legal, valid and binding agreement obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (cd) The execution, execution and delivery and performance of this Agreement by such Stockholder do not, and the consummation performance by such Stockholder of the transactions contemplated hereby its obligations hereunder will not, (i) conflict with, result in a violation or breach of, constitute (with or without the passing notice or lapse of time or the giving of notice or both, violate or conflict with, constitute a breach of or ) a default under, result in or give to any person any right of termination, cancellation, modification or acceleration of, or result in the loss creation or imposition of any benefit Lien upon any of the assets or properties of such Stockholder under, any of the terms, conditions or permit provisions of (A) the acceleration certificates of articles of incorporation or entitle by laws (or other comparable charter documents) of such Stockholder or (B) (x) any person Law or Order of any Governmental or Regulatory Authority applicable to accelerate such Stockholder or any obligation under of its respective assets or pursuant toproperties, or (y) any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment or decree Contract to which the such Stockholder is a party or by which the Stockholder's such Stockholder or any of its respective assets or Stockholder's Stock properties is bound bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or subject. in the aggregate, could not be reasonably expected to have a material adverse effect on the ability of such Stockholder to consummate the transactions contemplated by this Agreement, or (dii) Neither require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any Governmental or Regulatory Authority or any third party other than an amendment to Schedule 13D and Form 4 and/or Form 5. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement, nor Agreement or the performance consummation by the such Stockholder of the Stockholder's obligations hereunder, will violate any provision of law applicable to the Stockholdertransactions contemplated hereby. (e) No investment bankerThe Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, broker or finder is entitled by a nominee or custodian for the benefit of such Stockholder, free and clear of all Liens, proxies, voting trusts or agreements or understandings or arrangements whatsoever, except for any such liens or proxies arising hereunder, and not subject to any commission or fee in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made by or on behalf of the Stockholderpreemptive rights. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners or its substitute all of the voting power of the Stockholder's Stock under law and Equalnet's Articles of Incorporation and Bylaws with respect to the matters specified in Section 3 hereof until the Proxy Termination Date.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners as follows: (ai) The Stockholder has all necessary power, capacity and authority to enter into this Agreement and is the sole record or beneficial owner of the Stockholder's Stock. The Stockholder has good shares of Company Common Stock and valid title the options and warrants to purchase shares of Company Common Stock indicated on the Stockholder's StockSignature Page hereto, free and clear of any and all claims, liens, charges, pledges, assessmentsclaims, options, equitiesrights of first refusal, co-sale rights, charges or other encumbrances and security interests whatsoever. Except pursuant to that, in each case, would deprive Parent of the benefits of this Agreement, none ; (ii) does not beneficially own any securities of the Stockholder's Stock is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Stockholder's Stock. The Stockholder's Stock (Company other than any Stockholder the shares of Company Common Stock evidenced by convertible debtand options and warrants to purchase shares of Company Common Stock indicated on the Signature Page hereto; and (iii) is validly authorizedhas full power and authority to make, issued enter into and outstanding, fully paid carry out the terms of this Agreement and non-assessable with no personal liability attaching to the ownership thereof. (b) proxy contained herein. This Agreement has been duly authorized, executed and delivered by the Stockholder and constitutes the legal, valid and binding agreement obligation of the Stockholder, enforceable against the such Stockholder in accordance with its terms. (c) The execution, . Neither the execution and delivery and performance of this Agreement and nor the consummation by the Stockholder of the transactions contemplated hereby will notresult in a violation of, without the passing of time or the giving of notice or both, violate a default under or conflict with, constitute a breach of or a default under, result in the loss of any benefit under, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, trust, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment arrangement or decree restriction of any kind to which such Stockholder is a party or bound or to which such Stockholder's Shares (as hereinafter defined) are subject. No trust of which the Stockholder is a party or by which trustee requires the Stockholder's assets or Stockholder's Stock is bound or subject. (d) Neither consent of any beneficiary to the execution and delivery of this AgreementAgreement or to the consummation of the transactions contemplated hereby. If the Stockholder is married and the Stockholder's Shares constitute community property, nor then this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the performance Stockholder's spouse, enforceable against such person in accordance with its terms. Consummation by the Stockholder of the Stockholder's obligations hereundertransactions contemplated hereby will not violate, will violate or require any consent, approval, or notice under, any provision of law or any judgment, order, decree, statute, law, title or regulation applicable to the Stockholder. (e) No investment banker, broker Stockholder or finder is entitled to any commission or fee in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made by or on behalf of the Stockholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners or its substitute all of the voting power of the Stockholder's Stock under law and Equalnet's Articles of Incorporation and Bylaws with respect to the matters specified in Section 3 hereof until the Proxy Termination DateShares.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners Parent as follows: (a) The Stockholder has all necessary power, capacity power and authority to enter into execute and deliver this Agreement and is the sole record or beneficial owner of to perform the Stockholder's Stock’s obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has good have been duly and valid title to validly authorized by the Stockholder's Stock, free and clear of any and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to this Agreement, none of the Stockholder's Stock is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof. (b) This Agreement has been duly authorized, and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes the a legal, valid and binding agreement obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) The Securities and the certificates (or any book-entry notations used to represented any uncertificated shares of Company Common Stock) representing the Securities are now, and at all times during the term hereof will be, held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, and the Stockholder has title to the Securities, free and clear of all Encumbrances (including voting trusts and voting commitments), except as provided by this Agreement. As of the date of this Agreement, the Stockholder owns of record or beneficially no shares of Company Common Stock or Company Preferred Stock or any other capital stock of, or any other equity interests in, the Company, other than the Securities set forth across from the Stockholder’s name on Exhibit A hereto. The Stockholder has full power to vote the Securities as provided herein. Except as otherwise contemplated by this Agreement or the Merger Agreement, none of the Stockholders or any of the Securities is subject to any stockholders’ agreement, voting trust, registration rights agreement, proxy or other agreement, arrangement or restriction with respect to the voting or disposition of the Securities. (c) The executionexecution and delivery of this Agreement by the Stockholder does not, delivery and the performance of this Agreement and by the consummation of the transactions contemplated hereby Stockholder will not, without the passing of time (i) require any consent, approval, authorization or the giving of notice permit of, or bothfiling with or notification to, violate any Governmental Authority, or conflict with, constitute a breach of or a default under, (ii) result in the loss creation of an Encumbrance on any benefit underof the Securities, or permit conflict with or violate any Law applicable to the acceleration Stockholder or any of the Securities, except, with respect to clause (ii), for any such conflicts, violations or entitle any person to accelerate any obligation under other occurrences that would not, or pursuant would not reasonably be expected to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment prevent or decree to which materially impair or delay the ability of the Stockholder is a party or by which the Stockholder's assets or Stockholder's Stock is bound or subjectto perform its obligations hereunder. (d) Neither The Stockholder understands and acknowledges that Parent, Merger Sub and Guarantor are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement, nor the performance by the Stockholder of the Stockholder's obligations hereunder, will violate any provision of law applicable to the Stockholder. (e) No investment banker, broker or finder is entitled None of the information relating to any commission or fee in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made Stockholder and its Affiliates provided by or on behalf of the Stockholder or its Affiliates for inclusion in the Proxy Statement will, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and (ii) the time of the Company Stockholders’ Meeting, contain any untrue statement of material fact or fail 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. The Stockholder authorizes and agrees to permit Parent and Merger Sub to publish and disclose in the Proxy Statement and any related filings under the securities Laws of the United States or any state thereof the Stockholder’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) The Proxy granted hereunder There is legalno Action pending or, valid and effective and will confer upon HW Partners or its substitute all of to the voting power knowledge of the Stockholder's Stock under law and Equalnet's Articles , threatened in writing against the Stockholder or any of Incorporation and Bylaws with respect its Affiliates before any Governmental Authority that, if adversely determined against the Stockholder or its applicable Affiliate, would, or would reasonably be expected to, prevent or materially impair or delay the ability of the Stockholder to the matters specified in Section 3 hereof until the Proxy Termination Dateperform its obligations hereunder.

Representations and Warranties of the Stockholder. The Each Stockholder hereby represents and warrants to HW Partners as followsParent that: (ai) The Subject Shares described in the recitals to this Agreement are the only shares of capital stock of the Company, securities convertible into capital stock of the Company, or other rights in respect of capital stock of the Company (collectively, "Securities") Beneficially Owned or owned of record by the Stockholder or its controlled Affiliates on the date hereof; (ii) the Stockholder has valid title to such Subject Shares, free and (iii) neither the Stockholder nor any of its controlled Affiliates presently owns any options to purchase or rights to subscribe for or otherwise acquire any other Securities. (b) The Stockholder has all necessary powerfull right, capacity power and authority to enter into execute and deliver this Agreement and is the sole record or beneficial owner to perform all of the Stockholder's Stock. The Stockholder has good obligations hereunder, and valid title to the Stockholder's Stocksuch execution, free delivery and clear of any and performance have been duly authorized by all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to this Agreement, none requisite action of the Stockholder's Stock is subject to any proxy, voting trust Stockholder and no other proceedings or other agreement or arrangement with respect to the voting of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereofactions are necessary therefor. (bc) This Agreement has been duly authorized, and validly executed and delivered by the Stockholder and constitutes the represents a valid and legally binding agreement obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. (cd) The execution, delivery and performance of this Agreement and by the consummation of the transactions contemplated hereby Stockholder will notnot constitute a violation of, without the passing conflict with, require any consent (not yet obtained) under or result in a default (whether with notice or lapse of time or the giving both) under (i) any of notice its Constituent Documents or both, violate or conflict with, constitute a breach of or a default under, result in the loss of any benefit under, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment understanding or decree arrangement to which the Stockholder is a party or by which the Stockholder's assets Stockholder or Stockholder's Stock is bound the Subject Shares are bound, (ii) any judgment, injunction, decree or subject. (d) Neither the execution and delivery of this Agreement, nor the performance by the Stockholder of the Stockholder's obligations hereunder, will violate any provision of law order applicable to the Stockholder, or (iii) any applicable law, statute, rule or regulation. (e) No investment banker, broker or finder is entitled to any commission or fee in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made by or on behalf of the Stockholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners or its substitute all of the voting power of the Stockholder's Stock under law and Equalnet's Articles of Incorporation and Bylaws with respect to the matters specified in Section 3 hereof until the Proxy Termination Date.

Representations and Warranties of the Stockholder. The 5.1 Stockholder hereby represents and warrants to HW Partners as follows: (ai) The Stockholder has all necessary power, capacity and authority to enter into this Agreement and is the sole record or beneficial owner of the Stockholder's Stock. The Stockholder has good shares of Company Common Stock and valid title the options and warrants to purchase shares of Common Stock of the Stockholder's StockCompany indicated on the signature page of this Agreement, free and clear of any and all claims, liens, charges, pledges, assessmentsclaims, options, equitiesrights of first refusal, encumbrances co-sale rights, charges or other encumbrances, except as specifically disclosed in writing in the Company's disclosure letter supplied to Parent in conjunction with the Merger Agreement; (ii) does not beneficially own any securities of the Company other than the shares of Company Common Stock and security interests whatsoever. Except pursuant options and warrants and to purchase shares of Company Common Stock indicated on the signature page of this Agreement; and (iii) has full power and authority to make, none of enter into and carry out the Stockholder's Stock is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof. (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and constitutes the valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms. (c) The execution, delivery and performance terms of this Agreement and the consummation Irrevocable Proxy. 5.2 This Agreement and the Irrevocable Proxy have been duly and validly executed and delivered by Stockholder and constitute the valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their respective terms. The execution and delivery of this Agreement and the transactions contemplated hereby Irrevocable Proxy by Stockholder do not, and the performance of Stockholder's obligations hereunder will not, without the passing (a) result in any breach of or constitute a default (or an event that with notice or lapse of time or the giving of notice or both, violate or conflict with, constitute both would become a breach of or a default default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the loss creation of any benefit under, lien or permit the acceleration of or entitle encumbrance on any person to accelerate any obligation under or Shares pursuant to, any note, bond, mortgage, indenture, contract, commitment, agreement, understanding, mortgage, lien, lease, instrumentlicense, orderpermit, award, judgment franchise or decree other instrument or obligations to which the Stockholder is a party or by which Stockholder or the Shares are or will be bound or affected or (b) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to Stockholder or any of Stockholder's assets properties or Stockholder's Stock assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any state or federal public body or authority is bound required by or subject. (d) Neither with respect to Stockholder in connection with the execution and delivery of this Agreement, nor Agreement and the performance Irrevocable Proxy by Stockholder or the consummation by Stockholder of any of the Stockholder's obligations hereunder, will violate any provision of law applicable to the Stockholdertransactions contemplated hereby or thereby. (e) No investment banker5.3 Company has full power and authority to make, broker or finder is entitled to any commission or fee enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by Company and constitutes the valid and binding obligation of Company, enforceable against Company in respect accordance with its terms. The execution and delivery of this Agreement by Company do not, and the performance of Company's obligations hereunder will not, (a) result in any breach of or the Merger Agreement based upon constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any arrangement right to terminate, amend, accelerate or agreement made cancel any right or obligation under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligations to which Company is a party or by which Company is bound or affected or (b) violate any order, unit, injunction, decree, judgment, statute, rule or regulation applicable to Company or any of Company's properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any state or federal public body or authority is required by or on behalf of the Stockholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners or its substitute all of the voting power of the Stockholder's Stock under law and Equalnet's Articles of Incorporation and Bylaws with respect to Company in connection with the matters specified in Section 3 hereof until execution and delivery of this Agreement by Company or the Proxy Termination Dateconsummation by Company of any of the transactions contemplated hereby or thereby.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners Acquiror as to itself as follows: (a) The Stockholder has all necessary power, capacity and authority to enter into this Agreement and is the sole only record or and beneficial owner (within the meaning of Rule 13d-3 under the Stockholder's Stock. The Stockholder Exchange Act) of, and has good good, valid and valid marketable title to to, the Stockholder's StockCovered Shares, free and clear of any and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to Liens other than as created by (i) this Agreement, none ; (ii) applicable securities Laws; (iii) the Company Governing Documents; and (iv) the Stockholder Agreements (as defined below). As of the Stockholder's Stock is subject to date hereof, other than the Owned Shares, the Stockholder does not own beneficially or of record any proxy, voting trust or other agreement or arrangement with respect to the voting shares of capital stock of the Stockholder's Stock. The Stockholder's Stock Company (other than or any Stockholder Stock evidenced by securities convertible debtinto shares of capital stock of the Company) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereofor any interest therein. (b) The Stockholder, except as provided in this Agreement or in the Stockholder Agreements, (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 the Covered Shares; (ii) has not entered into any voting agreement or voting trust with respect to any of the Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement; (iii) has not granted a proxy or power of attorney with respect to any of the Covered Shares that is inconsistent with the Stockholder’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) If an entity, the Stockholder (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, and (ii) has all requisite corporate or other power and authority, and has taken all corporate or other action necessary in order, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. If an individual, the Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming due authorization and execution by each other party hereto, constitutes the a valid and binding agreement of the Stockholder, Stockholder enforceable against the Stockholder 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 general principles of equity. 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 this Agreement on behalf of the Stockholder. (cd) 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 the Stockholder from, or to be given by the Stockholder to, or be made by the Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by the Stockholder of this Agreement or the consummation of the transactions contemplated hereby, other than those set forth as conditions to closing in the Merger Agreement. (e) The execution, delivery and performance of this Agreement by the Stockholder do not, and the consummation of the transactions contemplated hereby will not, without the passing of time constitute or the giving of notice or both, violate or conflict with, constitute result in: (i) a breach of or violation of, or a default under, result in the governing documents of the Stockholder, to the extent applicable; (ii) with or without notice, lapse of time or both, a material breach or material violation of, a termination (or right of termination) of or a material default under, the loss of any material benefit under, the creation, modification or permit the acceleration of any obligations under, or entitle the creation of a Lien (other than under this Agreement, the Merger Agreement or any person to accelerate other Ancillary Agreement) on any obligation under or pursuant toof the Owned Shares, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment or decree Contract to which the Stockholder is a party or by which the Stockholder's assets or Stockholder's Stock Stockholder is bound or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 6(d), under any applicable Law to which the Stockholder is subject; or subject(iii) any material change in the rights or obligations of any party under any Contract legally binding upon the Stockholder, except, in the case of clause (i), (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 Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby. (df) Neither As of the date of this Agreement, there is no action, proceeding or investigation pending against the Stockholder or, to the knowledge of the Stockholder, threatened against the Stockholder that would reasonably be expected to materially impair the ability of the Stockholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (g) The Stockholder is a sophisticated investor 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 contemplated by the Merger Agreement and has independently and without reliance upon Acquiror or the Company and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Stockholder 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 Stockholder acknowledges that the agreements contained herein with respect to the Covered Shares held by such Stockholder are irrevocable. (h) The Stockholder understands and acknowledges that Acquiror (i) entered into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the Stockholder contained herein and (ii) will continue to fulfill its obligations under the Merger Agreement, nor subject to the performance by terms and conditions provided therein, in reliance upon the Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the Stockholder of the Stockholder's obligations hereunder, will violate any provision of law applicable to the Stockholdercontained herein. (ei) No investment banker, broker broker, finder or finder other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission or fee in respect of this Agreement for which Acquiror or the Merger Agreement Company is or will be liable in connection with the transactions contemplated hereby based upon any arrangement or agreement arrangements made by or or, to the knowledge of the Stockholder, on behalf of the Stockholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners or its substitute all of the voting power of the Stockholder's Stock under law and Equalnet's Articles of Incorporation and Bylaws with respect to the matters specified in Section 3 hereof until the Proxy Termination Date.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to HW Partners Parent and Merger Sub as follows: (a) The Stockholder has all necessary power, capacity requisite power and authority to enter into execute and deliver this Agreement and is the sole record or beneficial owner of to perform the Stockholder's Stock’s obligations under this Agreement. The Stockholder has good execution, delivery and valid title to performance of this Agreement have been duly authorized by the Stockholder's Stock, free and clear of any and all claims, liens, charges, pledges, assessments, options, equities, encumbrances and security interests whatsoever. Except pursuant to this Agreement, none of the Stockholder's Stock is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Stockholder's Stock. The Stockholder's Stock (other than any Stockholder Stock evidenced by convertible debt) is validly authorized, issued and outstanding, fully paid and non-assessable with no personal liability attaching to the ownership thereof. (b) This Agreement has been duly authorized, executed and delivered by the Stockholder and and, assuming this Agreement constitutes the a valid and binding agreement obligation of Parent and Merger Sub, constitutes a valid and binding obligation of the Stockholder, Stockholder enforceable against the Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The failure of the spouse, if any, of the Stockholder to be a party or signatory to this Agreement shall not (x) prevent the Stockholder from performing the Stockholder’s obligations contemplated hereunder or (y) prevent this Agreement from constituting the legal, valid and binding obligation of the Stockholder in accordance with its terms. (cb) The executionSecurities and the certificates (or any book-entry notations used to represented any uncertificated shares of Company Common Stock) representing the Securities are now, delivery and performance at all times during the term hereof will be, held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, and the Stockholder has title to the Securities, free and clear of any Encumbrances (including voting trusts and voting commitments), except as provided by this Agreement. As of the date of this Agreement and Agreement, the consummation Stockholder owns of record or beneficially no securities of the transactions Company, or any options, warrants or rights exercisable for securities of the Company, other than the Securities set forth on Part I of Exhibit A hereto. The Stockholder has full power to vote the Securities as provided herein. Neither the Stockholder nor any of the Securities is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting or disposition of the Securities, except as otherwise contemplated hereby will not, without the passing of time by this Agreement or the giving of notice or both, violate or conflict with, constitute a breach of or a default under, result in the loss of any benefit under, or permit the acceleration of or entitle any person to accelerate any obligation under or pursuant to, any contract, commitment, agreement, understanding, mortgage, lien, lease, instrument, order, award, judgment or decree to which the Stockholder is a party or by which the Stockholder's assets or Stockholder's Stock is bound or subjectMerger Agreement. (dc) Neither (i) No filing with, and no permit, authorization, consent or approval of any state, federal or foreign governmental authority is necessary on the part of the Stockholder for the execution and delivery of this Agreement, Agreement by the Stockholder and the performance by the Stockholder of the Stockholder’s obligations under this Agreement and (ii) neither the execution and delivery of this Agreement by the Stockholder nor the performance by the Stockholder of the Stockholder's ’s obligations hereunder, will under this Agreement nor compliance by the Stockholder with any of the provisions hereof shall (x) result in the creation of an encumbrance on any of the Securities or (y) violate any provision of law order, writ, injunction, decree, statute, rule or regulation applicable to the Stockholder or any of the Securities, except in the case of (x) or (y) for violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder to perform its obligations hereunder. (d) The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. (e) No investment banker, broker or finder is entitled The Stockholder represents and warrants to any commission or fee in respect Parent and Merger Sub that none of this Agreement or the Merger Agreement based upon any arrangement or agreement made information relating to the Stockholder and its affiliates provided by or on behalf of the Stockholder. (f) The Proxy granted hereunder is legal, valid and effective and will confer upon HW Partners Stockholder or its substitute all affiliates for inclusion in the Proxy Statement will, at the respective times that the Proxy Statement is filed with the SEC or is first mailed to the holders of the voting power Company Common Stock, contain any untrue statement of 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 Stockholder's Stock circumstances under law which they were made, not misleading. The Stockholder authorizes and Equalnet's Articles of Incorporation agrees to permit Parent and Bylaws with respect Merger Sub to the matters specified publish and disclose in Section 3 hereof until the Proxy Termination DateStatement and any related filings under the securities laws of the United States or any state thereof the Stockholder’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.