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 Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) The execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as followsthat: (ai) The Stockholder Shares listed on Annex A opposite the Stockholder's name are ------- the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (icollectively, "Company Securities") is a holder owned of record and/or or beneficially by the beneficial owner Stockholder or in which the Stockholder has any interest; (ii) except as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares set forth on Annex A, such Shares are owned by the signature page heretoStockholder, free and clear of any and ------- all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other charges and encumbrances whatsoever on title, transfer or exercise of any rights of kind whatsoever except for liens, claims or charges arising from margin loans from a stockholder in respect bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares (collectively, “Encumbrances”) except is subject to any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock voting trust or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; agreement or arrangement (iiiexcept as created by this Agreement) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters voting of such Shares; and (iii) the Stockholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights.Annex A. ------- (b) The Stockholder has the legal capacity and all requisite full right, power and authority to execute and deliver this Agreement and to perform all of such Stockholders' obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Stockholder’s obligations hereunder Stockholder and consummate the transactions contemplated hereby. no other legal proceedings are necessary therefor. (c) This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes represents a valid and legally binding obligation of the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects of except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other similar laws of general application affecting enforcement of creditors' rights generally or laws relating to the availability of specific performance, injunctive relief, or affecting creditors’ rights generally and general other equitable principlesremedies. (cd) The execution Except as noted on Annex A, the execution, delivery and delivery performance of ------- this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not constitute a violation of, conflict with or result in a default under (i) result in a violation any contract, understanding or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are boundStockholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Stockholder, or (iiiii) subject to compliance with filing requirements as may be required under any applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decreelaw, statute, Law, rule or regulation applicable to the Stockholder or any of the Sharesregulation. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The ------------------------------------------------- Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable valid title to, to the Owned Shares set forth on the signature page hereto, free and clear of any and all lienslien, claimscharge, chargesencumbrance or claim of whatever nature, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under than restrictions upon resale which may be imposed by applicable securities laws in any jurisdiction or arising hereunder; laws. (iib) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities As of the Company other than date hereof, the Stockholder beneficially owns the Owned Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) . The Stockholder has not granted a proxy to any other Person to vote or dispose sole voting power and sole power of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions disposition with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Owned Shares, with no material limitationsrestrictions, qualifications subject to applicable securities laws and the terms of this Agreement, on his or restrictions on such rightsher 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. (bc) The Stockholder has the legal capacity and all requisite capacity, power and authority to execute enter into and deliver perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement and by the Stockholder will not violate any other agreement to perform which the Stockholder’s obligations hereunder and consummate the transactions contemplated herebyStockholder is a party including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation agreement of the Stockholder, enforceable against Stockholder enforceable 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 effects discretion of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesthe court before which any proceeding therefor may be brought. (cd) The execution execution, delivery and delivery performance of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in constitute a breach, violation or breach ofdefault (or any event which, or constitute (with or without notice or lapse of time or both, would constitute a default) a default under, or conflict with result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Contractlien or encumbrance upon any of the properties or assets of Stockholder under, any note, bond, mortgage, indenture, deed of trust, understandinglicense, arrangement lease, agreement or restriction of any kind other instrument to which the Stockholder is a party or by which the Shares his or her respective properties or assets are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder the record or beneficial owner of the Company Shares (together with any Company Shares which such Stockholder may acquire of record and/or or as a beneficial owner) at any time in the future during the term of this Agreement, the “Subject Shares”) set forth opposite such Stockholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, does not hold or have any beneficial owner ownership interest in any other Company Shares or any performance based stock units, restricted stock, deferred stock units, option (including any granted pursuant to any Company Stock Plan), or warrant to acquire Company Shares or other right or security convertible into or exercisable or exchangeable for Company Shares. (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 validly executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, constitutes the valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and (ii) is subject to rules of law governing specific performance, injunctive relief and other equitable remedies and general principles of equity. (d) Neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any contract, trust, commitment, agreement, or other instrument of any kind to which such Stockholder is a party or by which such Stockholder’s properties or assets are bound. The consummation by the Stockholder of the transactions contemplated hereby will not (i) violate any provision of any judgment, order or decree applicable to such Stockholder or (ii) require any consent, approval, or notice under any statute, law, rule or regulation applicable to such Stockholder other than (x) as defined in Rule 13d-3 required under the Exchange ActAct and the rules and regulations promulgated thereunder,(y) ofwhere the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by such Stockholder of any of its obligations under this Agreement, and has good (z) the execution of this Agreement by the Stockholder’s spouse. (e) The Subject Shares and marketable title tothe certificates, if any, representing the Subject Shares set forth on owned by the signature page heretoStockholder are now, and at all times during the term hereof will be, held by such Stockholder, by a nominee or custodian for the benefit of such Stockholder or by the depository under the Offer, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rightsoptions, rights (other than community property interests), understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer transfer, or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for (i) except any such Encumbrances arising under applicable securities laws hereunder (in connection therewith any jurisdiction restrictions on transfer or arising hereunder; any other Encumbrances have been waived by appropriate consent), (ii) does not ownany rights, of record agreements, understandings or beneficially (as defined arrangements which represent a financial interest in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities cash received upon sale of the Company other than the Subject Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy any risk of forfeiture with respect to any other Person Company Shares granted to vote or dispose the Stockholder under an employee benefit plan of the Shares that is currently effective; Company, and (iv) holds the full power Encumbrances imposed by federal or state securities laws (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreementcollectively, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) The execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement“Permitted Encumbrances”). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub the Purchaser as follows: (a) The Stockholder (i) is a holder of the record and/or the and beneficial owner of the shares of Common Stock (collectively with any shares of Common Stock which such Stockholder may acquire at any time in the future during the term of this Agreement are collectively referred to herein as defined in Rule 13d-3 under the Exchange Act"Shares") of, and has good and marketable title to, the Shares set forth opposite Stockholder's name on the signature page hereto, free Schedule I to this Agreement and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) neither holds nor has any beneficial ownership interest in any option (including any granted pursuant to a Company Option Plan), or warrant to acquire shares of Common Stock or other right or security convertible into or exercisable or exchangeable for shares of Common Stock. Stockholder does not own, beneficially own any shares of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rightsClass A Common Stock. (b) Each of this Agreement, the Written Consent of Holder of Class B Common Stock of Stockholder approving the Merger under Section 8.2(a) and Section 8.2(b) of the Company Certificate, the Written Consent Qualifying Class B Holder of Stockholder approving the Merger under Section 8.2(c) of the Company Certificate (collectively, the "Written Consents") and the Company Stockholders Agreement Waiver (as defined in Section 6(c)) each case executed by Stockholder prior to or concurrently with the execution of this Agreement has been validly executed and delivered by Stockholder and constitutes the valid and binding obligation of Stockholder, enforceable against such Stockholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement, the Written Consents or the Company Stockholders Agreement Waiver by Stockholder nor the consummation by Stockholder of the transactions contemplated hereby or thereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Stockholder is a party or by which Stockholder or Stockholder's assets are bound, other than the Amended and Restated Stockholders Agreement, dated December 19, 2003, as amended by Amendment No. 1 to the Amended and Restated Stockholder Agreement dated April 14, 2004 (the "Company Stockholders Agreement") (in connection therewith, assuming the Bankruptcy Court Approval is obtained, any consent required thereunder has been obtained pursuant to the Company Stockholders Agreement Waiver or otherwise on or prior to the date hereof). The consummation by Stockholder of the transactions contemplated hereby or by the Written Consents or the Company Stockholders Agreement Waiver will not (i) violate any provision of any judgment, order, decree applicable to Stockholder or (ii) require any consent, approval, or notice under any statute, law, rule or regulation applicable to Stockholder other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by Stockholder of any of its obligations under this Agreement. (d) Stockholder is an entity duly organized and validly existing under the laws of the state in which it is incorporated or constituted, and such Stockholder has the legal capacity and all requisite corporate power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement , and has been duly taken all necessary corporate action to authorize the execution, delivery and validly executed and delivered performance by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) The execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated herebyAgreement. (e) No brokerThe Shares and the certificates, investment bankerif any, financial advisor representing the Shares owned by Stockholder are now, and at all times during the term hereof will be, held by Stockholder, by a nominee or custodian for the benefit of Stockholder or by the depository under the Offers, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other Person is entitled to encumbrances or restrictions whatsoever on title, transfer, or exercise of any broker’srights of a shareholder in respect of such Shares (collectively, finder’s"Encumbrances"), financial advisor’s except for (i) any such Encumbrances arising hereunder or other similar fee or commission under the Company Stockholders Agreement (in connection with the transactions contemplated hereby based therewith any restrictions on transfer or any other Encumbrances have been waived by appropriate consent), (ii) any rights, agreements, understandings or arrangements which represent a financial interest in cash received upon arrangements made by or on behalf sale of the Stockholder Shares and (other than in the Stockholder’s capacity as an officer iii) Encumbrances imposed by federal or director of the Company and as disclosed pursuant to the Merger Agreementstate securities laws (collectively, "Permitted Encumbrances"). (f) The Stockholder (i) does not own (and has received not owned) any stock (or any right to acquire stock), security, or other interest (or any right to acquire any capital stock, security or other interest) of XXX Investments LDC, a Cayman Islands Company ("XXX"), and reviewed a copy (ii) does not own (and has not owned) any bonds, debentures, notes or other indebtedness of XXX. Except for the Stock Purchase Agreement, dated November 25, 2003, by and among American Airlines, Inc., Continental Airlines, Inc., Omicron Reservations Management, Inc., Northwest Airlines, Inc., UAL Loyalty Services, Inc. and XXX, no agreements have been entered into between Stockholder (or any of its affiliates), on the one hand, and XXX (or any of its affiliates), on the other hand. Since the closing of the Merger Stock Purchase Agreement. The , neither Stockholder understands and acknowledges that Parent and Merger Sub are entering into nor any of its affiliates have owned any shares of non-voting stock of the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this AgreementCompany.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub the Company as to itself as follows: (a) The Stockholder (i) is the only record and a holder of record and/or the beneficial owner (as defined in within the meaning of Rule 13d-3 under the Exchange Act) of, and has good good, valid and marketable title to, the Shares set forth on the signature page heretoCovered Shares, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any Liens other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (than as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities created by this Agreement. As of the Company date hereof, other than the Owned Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; Stockholder does not own beneficially or of record any shares of capital stock of Parent (iiior any securities convertible into shares of capital stock of Parent) or any interest therein. (b) The Stockholder (i) except as provided in this Agreement, has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full voting power, full power (A) to vote of disposition and dispose of and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, and (Biii) to agree to all has not granted a proxy or power of the matters set forth in this Agreement, in each case attorney with respect to all any of the SharesStockholder’s 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, with no material limitationsor would interfere with, qualifications or restrictions on such rightsprohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (bc) The Stockholder has the legal capacity and all requisite power and authority to execute and has taken all action necessary in order to, execute, deliver and perform its obligations under this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation agreement of the Stockholder enforceable against the Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesEnforceability Exceptions. (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, the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Merger Agreement. (e) The execution execution, delivery and delivery performance of this Agreement by the StockholderStockholder do not, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not or the Merger and the other transactions contemplated by the Merger Agreement will not not, constitute or result in (i) result in a violation or breach of, or constitute (with or without notice or notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, or conflict with any Contract, trust, understanding, arrangement or restriction the loss of any kind benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Stockholder pursuant to any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which the Stockholder is a party or by which the Shares are bound, subject or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, any change in the rights or require any consent, approval, or notice under, any provision obligations of any judgmentparty under any Contract legally binding upon the Stockholder, Orderexcept, decreein the case of clause (i) or (ii) directly above, statutefor any such breach, Lawviolation, rule termination, default, creation, acceleration or regulation applicable change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Stockholder Stockholder’s ability to perform its obligations hereunder or any to consummate the transactions contemplated hereby, the consummation of the SharesMerger or the other transactions contemplated by the Merger Agreement. (df) There As of the date of this Agreement, there is no Legal Action action, proceeding or investigation pending against the Stockholder or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law that questions the beneficial or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability record ownership of the Stockholder’s Owned Shares, the validity of this Agreement or the performance by the Stockholder to perform his, her or of its obligations hereunder or consummate the transactions contemplated herebyunder this Agreement. (eg) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution, execution and delivery and performance of this AgreementAgreement and the representations, warranties, covenants and other agreements of the Stockholder contained herein.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub Purchaser as follows: (a) 1.1 The Stockholder (i) is a holder of the record and/or the and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply to all uses of the term “beneficial owner” (or any variation thereof) contained in this Agreement) of, and has good and marketable title to, the Shares set forth on the signature page heretoAnnex A, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or Liens (including any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth restriction on the signature page hereto; (iii) has not granted a proxy right to any other Person to vote vote, sell or otherwise dispose of the Shares Shares), except any (a) Liens that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all as of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) The execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby date hereof do not and will not (i) result in a violation restrict or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to consummate the transactions contemplated by this Agreement and that as of the Acceptance Date will not be Liens on the Shares or (b) Liens resulting from this Agreement. 1.2 The Shares constitute all of the securities (as defined in Section 3(10) of the Exchange Act, which definition will apply to all uses of the term “securities” contained in this Agreement) of the Company owned of record or beneficially, directly or indirectly, by the Stockholder (excluding any securities beneficially owned by any of the Stockholder’s affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definitions will apply to all uses of the terms “affiliates” and “associates,” respectively, contained in this Agreement) as to which the Stockholder does not have voting or investment power). 1.3 Except for the Shares, the Stockholder does not, directly or indirectly, own beneficially or of record or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is the Stockholder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement, that obligates him to vote or acquire any securities of the Company. The Stockholder holds exclusive power to vote the Shares and has not granted a proxy or other right to any other Person to vote the Shares, subject to the limitations set forth in this Agreement. 1.4 The Stockholder has the requisite legal power and authority to execute, deliver and perform his, her or its obligations hereunder under this Agreement. The Stockholder has duly authorized, executed and delivered this Agreement. This Agreement is the Stockholder’s valid and legally binding obligation, enforceable against the Stockholder in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar law affecting the enforcement of creditors’ rights generally and by general equitable principles. 1.5 No consents or consummate approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by the Stockholder in connection with the execution, delivery or performance by the Stockholder of this Agreement, except for filings with the SEC or stock exchange required disclosures as may be required in connection with this Agreement and the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) 1.6 The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this AgreementAgreement by the Stockholder does not and will not constitute a violation of any law, rule or regulation, any judgment, decree or order or any contract or other obligation to which the Stockholder or any of the Stockholder’s properties is subject or bound.

Representations and Warranties of the Stockholder. The Stockholder ------------------------------------------------- hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. a. This Agreement has been duly and validly executed and delivered by the Stockholder and and, assuming it constitutes a valid and binding obligation agreement of Parent, constitutes a legal, valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with its terms, subject to except that the effects of enforcement hereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws now or hereafter in effect relating to or affecting creditors’ ' rights generally and (ii) general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (c) b. The execution and delivery of this Agreement by the StockholderStockholder does not, and the performance of this Agreement by the Stockholder of hiswill not, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or any breach of, of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or conflict with give to others any Contractrights of termination, trustamendment, understandingacceleration or cancellation of, arrangement or restriction result in the creation of a lien or encumbrance on any kind of the Voting Agreement Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Stockholder is a party or by which the Stockholder or the Voting Agreement Shares are boundbound or affected, except, in the case of each of the foregoing, for any such conflicts, violations, breaches, defaults or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, other occurrences which would not prevent or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to materially delay the performance by the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder under this Agreement or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf c. As of the date hereof, the Stockholder (other than in is the Stockholder’s capacity as an officer or director record owner of the Company Voting Agreement Shares and as disclosed pursuant has the right to vote or direct the Merger Agreement). (f) voting of the Voting Agreement Shares. The Voting Agreement Shares, or a portion thereof, may be subject to existing security interests, liens, claims or pledges. The Stockholder has received and reviewed a copy of not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Voting Agreement in reliance upon the Stockholder’s execution, delivery and performance of this AgreementShares.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Existing Shares are, and any additional shares of Company Stock acquired by the Stockholder (i) is a holder after the date hereof and prior to the Effective Time of the Merger will be, owned of record and/or beneficially by the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page heretoStockholder, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any Encumbrances other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any than Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities created by this Agreement. As of the date hereof, the Existing Shares as set forth on Schedule 1 constitute all of the shares of Company other than Stock held of record, beneficially owned by, or for which voting power or disposition power is held or shared by the Stockholder. The Stockholder has, and at all times during the term hereof will have, sole voting and dispositive power over all of the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full sole power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications qualification or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and Agreement, to perform the Stockholder’s obligations hereunder hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to except as the effects of enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, fraudulent conveyance, reorganizationtransfer, moratorium and or other similar laws relating to or affecting creditors’ the rights of creditors generally and by general equitable principles. (c) The Neither the execution and delivery by the Stockholder of this Agreement by the StockholderAgreement, the performance by the Stockholder of hishis or her obligations hereunder, her or its obligations hereunder and nor the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) constitute a breach of or result in a violation or breach ofdefault, or constitute (event that with or without notice or lapse of time or both) both would become a default under(or give rise to any rights of termination, cancellation or acceleration, or conflict with unilateral rights to amend, or any Contractright to acquire any securities or assets, trustor any loss of benefit), understandingunder any of the terms, arrangement conditions or restriction provisions of any kind Contract to which the Stockholder is a party or by which the Shares are Stockholder or the Stockholder’s properties or assets is bound, or ; (ii) subject to compliance with filing requirements as may be required under applicable securities lawsviolate any order, violatewrit, or require any consent, approval, or notice under, any provision of any judgment, Orderinjunction, decree, statute, Law, rule or regulation (“Law”) applicable to the Stockholder Stockholder; or (iii) result in the creation or imposition of any Encumbrance on the Stockholder’s properties or assets (except for any such Encumbrances created by this Agreement), except for any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that foregoing as would not and would not reasonably be expected to to, individually or in the aggregate, materially impair the ability of the Stockholder to perform his, his or her or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The ------------------------------------------------- Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable valid title to, to the Currently Owned Shares set forth on the signature page hereto, free and clear of any and all lienslien, claimscharge, chargesencumbrance or claim of whatever nature, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under than restrictions upon resale which may be imposed by applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rightslaws. (b) As of the date hereof, the Stockholder beneficially owns the Currently Owned Shares. The Stockholder does not have any right to acquire, nor is it 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 (i) stock options and warrants and (ii) shares of Company Common Stock presently owned or hereafter acquired in its market making capacity. (c) The Stockholder has the legal capacity and all requisite full power and authority to execute enter into and deliver perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement and by the Stockholder will not violate any other agreement to perform which the Stockholder’s obligations hereunder and consummate the transactions contemplated herebyStockholder is a party including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation agreement of the Stockholder, enforceable against Stockholder enforceable 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 effects discretion of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesthe court before which any proceeding therefor may be brought. (cd) The execution execution, delivery and delivery performance of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in constitute a breach, violation or breach ofdefault (or any event which, or constitute (with or without notice or lapse of time or both, would constitute a default) a default under, or conflict with result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Contractlien or encumbrance upon any of the properties or assets of Stockholder under, any note, bond, mortgage, indenture, deed of trust, understandinglicense, arrangement lease, agreement or restriction of any kind other instrument to which the Stockholder is a party or by which the Shares its respective properties or assets are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of record and/or the sole beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares Shares, free and clear of any Liens (including any restriction on the right to vote, sell or otherwise dispose of the Shares), except as set forth in this Agreement and pursuant to any applicable restrictions on transfer under the Securities Act. (b) Other than the Company Stock Options set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than RSUs set forth on the Shares, signature page hereto and the Company Stock Options and/or Company Stock Awards SARs set forth on the signature page hereto; , the Shares constitute all of the securities (iiias defined in Section 3(10) of the Exchange Act, which definition will apply to all uses of the term “securities” contained in this Agreement) of the Company beneficially owned, directly or indirectly, by the Stockholder and any of the Stockholder’s affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definitions will apply to all uses of the terms “affiliates” and “associates,” respectively, contained in this Agreement). (c) Except for the Shares, the Company Stock Options set forth on the signature page hereto and the Company RSUs set forth on the signature page hereto, neither the Stockholder nor any of his or its affiliates or associates, directly or indirectly, beneficially owns or has any option, warrant or other right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is the Stockholder or any of his or its affiliates or associates subject to any Contract other than this Agreement that obligates the Stockholder or any of such affiliates or associates to vote or acquire any securities of the Company. The Stockholder holds exclusive power to vote and dispose of the Shares and to issue instructions with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect Shares, subject to the matters limitations set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (bd) The Stockholder has the legal capacity to execute, deliver and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder under this Agreement. The Stockholder has duly executed and consummate the transactions contemplated herebydelivered this Agreement. This Agreement has been duly is the Stockholder’s valid and validly executed and delivered by legally binding obligation, enforceable against the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of terms (except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent transfer and other similar laws of general applicability relating to or affecting creditors’ rights generally and or by general equitable equity principles). (ce) No consents or approvals of, or filings or registrations with, any Governmental Entity or with any third party are required to be made or obtained by the Stockholder in connection with the execution, delivery or performance by the Stockholder of this Agreement. (f) The execution execution, delivery and delivery performance of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do does not and will not (i) result in constitute a violation of any Law or breach ofany judgment, decree or constitute (with or without notice or lapse of time or both) a default underorder, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the SharesStockholder’s properties is subject or bound. (dg) There is no Legal Action suit, claim, action, investigation or proceeding pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would could reasonably be expected to materially impair the ability of the Stockholder to perform his, her his or its obligations hereunder or consummate the transactions contemplated hereby. (eh) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the such Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (fi) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub the Purchaser as follows: (a) The Stockholder (i) is a holder of the record and/or the and beneficial owner of the shares of Common Stock (collectively with any shares of Common Stock which such Stockholder may acquire at any time in the future during the term of this Agreement are collectively referred to herein as the “Shares”) set forth opposite Stockholder’s name on Schedule I to this Agreement and (ii) neither holds nor has any beneficial ownership interest in any option (including any granted pursuant to a Company Option Plan), or warrant to acquire shares of Common Stock or other right or security convertible into or exercisable or exchangeable for shares of Common Stock. Stockholder does not beneficially own any shares of Class A Common Stock. (b) Each of this Agreement, the Written Consent of Holder of Class B Common Stock of Stockholder approving the Merger under Section 8.2(a) and Section 8.2(b) of the Company Certificate, the Written Consent Qualifying Class B Holder of Stockholder approving the Merger under Section 8.2(c) of the Company Certificate (collectively, the “Written Consents”) and the Company Stockholders Agreement Waiver (as defined in Rule 13d-3 Section 6(c)) each case executed by Stockholder prior to or concurrently with the execution of this Agreement has been validly executed and delivered by Stockholder and constitutes the valid and binding obligation of Stockholder, enforceable against such Stockholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) Neither the execution and delivery of this Agreement, the Written Consents or the Company Stockholders Agreement Waiver by Stockholder nor the consummation by Stockholder of the transactions contemplated hereby or thereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Stockholder is a party or by which Stockholder or Stockholder’s assets are bound, other than the Amended and Restated Stockholders Agreement, dated December 19, 2003, as amended by Amendment No. 1 to the Amended and Restated Stockholder Agreement dated April 14, 2004 (the “Company Stockholders Agreement”) (in connection therewith, assuming the Bankruptcy Court Approval is obtained, any consent required thereunder has been obtained pursuant to the Company Stockholders Agreement Waiver or otherwise on or prior to the date hereof). The consummation by Stockholder of the transactions contemplated hereby or by the Written Consents or the Company Stockholders Agreement Waiver will not (i) violate any provision of any judgment, order, decree applicable to Stockholder or (ii) require any consent, approval, or notice under any statute, law, rule or regulation applicable to Stockholder other than (x) as required under the Exchange ActAct and the rules and regulations promulgated thereunder and (y) ofwhere the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by Stockholder of any of its obligations under this Agreement. (d) Stockholder is an entity duly organized and validly existing under the laws of the state in which it is incorporated or constituted, and such Stockholder has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has good taken all necessary corporate action to authorize the execution, delivery and marketable title toperformance by Stockholder of this Agreement. (e) The Shares and the certificates, if any, representing the Shares set forth on owned by Stockholder are now, and at all times during the signature page heretoterm hereof will be, held by Stockholder, by a nominee or custodian for the benefit of Stockholder or by the depository under the Offers, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer transfer, or exercise of any rights of a stockholder shareholder in respect of such Shares (collectively, “Encumbrances”), except for (i) except any such Encumbrances arising hereunder or under applicable securities laws the Company Stockholders Agreement (in connection therewith any jurisdiction restrictions on transfer or arising hereunder; any other Encumbrances have been waived by appropriate consent), (ii) does not ownany rights, of record agreements, understandings or beneficially (as defined arrangements which represent a financial interest in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities cash received upon sale of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; Shares and (iii) has not granted a proxy to any other Person to vote Encumbrances imposed by federal or dispose of the Shares that is currently effective; and state securities laws (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreementcollectively, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) The execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement“Permitted Encumbrances”). (f) The Stockholder (i) does not own (and has received not owned) any stock (or any right to acquire stock), security, or other interest (or any right to acquire any capital stock, security or other interest) of XXX Investments LDC, a Cayman Islands Company (“XXX”), and reviewed a copy (ii) does not own (and has not owned) any bonds, debentures, notes or other indebtedness of XXX. Except for the Stock Purchase Agreement, dated November 25, 2003, by and among American Airlines, Inc., Continental Airlines, Inc., Omicron Reservations Management, Inc., Northwest Airlines, Inc., UAL Loyalty Services, Inc. and XXX, no agreements have been entered into between Stockholder (or any of its affiliates), on the one hand, and XXX (or any of its affiliates), on the other hand. Since the closing of the Merger Stock Purchase Agreement. The , neither Stockholder understands and acknowledges that Parent and Merger Sub are entering into nor any of its affiliates have owned any shares of non-voting stock of the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this AgreementCompany.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Acquisition Sub as follows: (a) The Stockholder (i) is a holder of the record and/or the and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, of the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (except as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page Schedule I hereto; (iii) , neither holds nor has not granted a proxy to any beneficial ownership interest in any other Person shares of Company Common Stock or any performance-based stock units, restricted stock, deferred stock units, options (including any granted pursuant to vote a Stock Plan) or dispose warrants to acquire shares of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose Company Common Stock or other right or security convertible into or exercisable or exchangeable for shares of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rightsCompany Common Stock. (b) The Stockholder has the legal capacity execution, delivery and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) The execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder this Agreement and the consummation by the Stockholder of the transactions contemplated hereby do not are within the powers of the Stockholder and, if applicable, have been duly authorized by all necessary corporate, company, partnership, trust or other action. If this Agreement is being executed in representative or fiduciary capacity, the Person signing this Agreement has full power and will not authority to enter into and perform this Agreement. (c) This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Parent and Acquisition Sub, constitutes the valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (d) Neither the execution and delivery of this Agreement by the Stockholder nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with with, any Contractcontract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder or any of his, her or its Shares are bound, except as could not reasonably be expected, either individually or in the aggregate, to impair, impede, delay or frustrate the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby. The consummation by the Stockholder of the transactions contemplated hereby will not (i) violate any provision of any law, judgment, order or decree applicable to the Stockholder or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, under any provision of any judgment, Order, decree, statute, Lawlaw, rule or regulation applicable to the Stockholder other than as required under the Exchange Act and the rules and regulations promulgated thereunder or by any other applicable U.S. state or federal securities laws, except as could not reasonably be expected, either individually or in the aggregate, to impair, impede, delay or frustrate the ability of the SharesStockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby. (de) There is The Shares and the certificates, if any, representing the Shares owned by the Stockholder are now, and at all times during the Term will be (except for any Shares Transferred during the Term as permitted by Section 4(b)(i) and Section 4(b)(ii)), held by the Stockholder or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights (other than community property interests), understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”), except for (i) any such Encumbrances arising hereunder, and (ii) Encumbrances imposed by federal or state securities laws (collectively, “Permitted Encumbrances”). (f) As of the date of this Agreement, there are no Legal Action Actions pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would could reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Acquisition Sub as follows: (a) The Stockholder (i) is a holder of the record and/or the and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, of the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (except as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page Schedule I hereto; (iii) , neither holds nor has not granted a proxy to any beneficial ownership interest in any other Person shares of Company Common Stock or any performance-based stock units, restricted stock, deferred stock units, options (including any granted pursuant to vote a Stock Plan) or dispose warrants to acquire shares of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose Company Common Stock or other right or security convertible into or exercisable or exchangeable for shares of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rightsCompany Common Stock. (b) The Stockholder has the legal capacity execution, delivery and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) The execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder this Agreement and the consummation by the Stockholder of the transactions contemplated hereby do not are within the powers of the Stockholder and, if applicable, have been duly authorized by all necessary corporate, company, partnership, trust or other action. If this Agreement is being executed in representative or fiduciary capacity, the Person signing this Agreement has full power and will not authority to enter into and perform this Agreement. (c) This Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Parent and Acquisition Sub, constitutes the valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (d) Neither the execution and delivery of this Agreement by the Stockholder nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with with, any Contractcontract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder or any of his, her or its Shares are bound, except as could not reasonably be expected, either individually or in the aggregate, to impair, impede, delay or frustrate the ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby. The consummation by the Stockholder of the transactions contemplated hereby will not (i) violate any provision of any law, judgment, order or decree applicable to the Stockholder, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, under any provision of any judgment, Order, decree, statute, Lawlaw, rule or regulation applicable to the Stockholder other than as required under the Exchange Act and the rules and regulations promulgated thereunder or by any other applicable U.S. state or federal securities laws, except as could not reasonably be expected, either individually or in the aggregate, to impair, impede, delay or frustrate the ability of the SharesStockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby. (de) There is The Shares and the certificates, if any, representing the Shares owned by the Stockholder are now, and at all times during the Term will be (except for any Shares Transferred during the Term as permitted by Section 5(b)), held by the Stockholder, by a nominee or custodian for the benefit of the Stockholder, or by the depository under the Offer, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights (other than community property interests), understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”), except for (i) any such Encumbrances arising hereunder, and (ii) Encumbrances imposed by federal or state securities laws (collectively, “Permitted Encumbrances”). (f) As of the date of this Agreement, there are no Legal Action Actions pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would could reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable valid title to, to the Currently Owned Shares set forth on the signature page hereto, free and clear of any and all lienslien, claimscharge, chargesencumbrance or claim of whatever nature, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under than restrictions upon resale which may be imposed by applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rightslaws. (b) As of the date hereof, the Stockholder beneficially owns the Currently Owned Shares. The Stockholder does not have any right to acquire, nor is it 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 (i) stock options and warrants and (ii) shares of Company Common Stock presently owned or hereafter acquired in its market making capacity. (c) The Stockholder has the legal capacity and all requisite full power and authority to execute enter into and deliver perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement and by the Stockholder will not violate any other agreement to perform which the Stockholder’s obligations hereunder and consummate the transactions contemplated herebyStockholder is a party including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation agreement of the Stockholder, enforceable against Stockholder enforceable 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 effects discretion of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesthe court before which any proceeding therefor may be brought. (cd) The execution execution, delivery and delivery performance of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in constitute a breach, violation or breach ofdefault (or any event which, or constitute (with or without notice or lapse of time or both, would constitute a default) a default under, or conflict with result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Contractlien or encumbrance upon any of the properties or assets of Stockholder under, any note, bond, mortgage, indenture, deed of trust, understandinglicense, arrangement lease, agreement or restriction of any kind other instrument to which the Stockholder is a party or by which the Shares its respective properties or assets are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub the Company as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, has all power and has good authority to enter into this Agreement and marketable title to, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising perform its obligations hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes will constitute a valid and legally binding obligation agreements of the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) The execution execution, delivery and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder this Agreement and the consummation by the Stockholder of the transactions transaction contemplated hereby do not and will not (i) result in a violation require the consent, approval, authorization or breach of, order of or constitute (filing with or without notice to any governmental agency or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are boundthird party, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, conflict with or require constitute a breach or default under (A) the terms or provisions of any consentcontract, approvallease or other agreement, or notice under(B) any statute, any provision of any rule, regulation, judgment, Order, decree, statute, Law, rule decree or regulation order applicable to the Stockholder. (d) The Stockholder recognizes that its investment in the Shares involves a high degree of risk which may result in the loss of the total amount of its investment. The Stockholder is familiar with risks of an investment in the Shares. The Stockholder acknowledges that it is aware of and has carefully considered all risks incident to the purchase of the Shares. The Stockholder has carefully reviewed and understands and accepts all such risks. (e) The Stockholder is acquiring the Shares for its own account (as principal) for investment and not with a view to the distribution or resale thereof, and has not offered or sold any portion of the Shares and has no present intention of dividing the Shares with others or of reselling or otherwise disposing of any portion of the Shares. (df) There is no Legal Action pending orTHE STOCKHOLDER ACKNOWLEDGES AND UNDERSTANDS THAT IT MUST BEAR THE ECONOMIC RISK OF ITS INVESTMENT IN THE SHARES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THERE IS NO PUBLIC MARKET FOR THE SHARES AND THAT NO MARKET FOR THE SHARES IS LIKELY TO DEVELOP. THE STOCKHOLDER FURTHER ACKNOWLEDGES AND UNDERSTANDS THAT THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, to the knowledge of the StockholderAS AMENDED, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform hisOR UNDER THE SECURITIES LAWS OF ANY STATE, her or its obligations hereunder or consummate the transactions contemplated herebyAND THEREFORE CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION OR EXCEPTION FROM SUCH REGISTRATION IS AVAILABLE. THE STOCKHOLDER ALSO RECOGNIZES THAT NO FEDERAL OR STATE AGENCY HAS PASSED UPON THE SHARES OR MADE ANY FINDING OR DETERMINATION AS TO THE FAIRNESS OF AN INVESTMENT IN THE SHARES. (eg) No brokerThe Stockholder is experienced and knowledgeable in the oil and gas business and has had full access to information concerning the business of Arena, has had the opportunity to obtain any information which Arena possesses and is desired by it relating to the Shares and Arena, has been given the opportunity to meet with officers of Arena and to have said officers answer any questions regarding the terms and conditions of this particular investment bankerand all such questions have been answered to its full satisfaction, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with and the transactions contemplated hereby based upon arrangements made by or on behalf Stockholder acknowledges and understands the terms and conditions of its purchase of the Shares. In reaching the conclusion that the Stockholder (desires to acquire the Shares, it has carefully evaluated its financial resources and investments, has consulted with such legal, accounting and other than in professionals as may be necessary or appropriate, and acknowledges that it is able to bear the Stockholder’s capacity as an officer or director economic risks of the Company and as disclosed pursuant to the Merger Agreement)this investment. (fh) The Stockholder has received and reviewed a copy of the Merger AgreementINDEMNIFICATION. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s executionTHE STOCKHOLDER ACKNOWLEDGES THAT IT UNDERSTANDS THE MEANING AND LEGAL CONSEQUENCES OF THE REPRESENTATIONS, delivery and performance of this AgreementWARRANTIES AND COVENANTS OF THE STOCKHOLDER SET FORTH IN THIS AGREEMENT AND THAT ARENA HAS RELIED AND WILL RELY UPON SUCH REPRESENTATIONS, WARRANTIES, COVENANTS AND CERTIFICATIONS, AND THE STOCKHOLDER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS ARENA AND ITS OFFICERS, DIRECTORS, CONTROLLING PERSONS, AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL LOSS, DAMAGE OR LIABILITY (INCLUDING ATTORNEY’S FEES), JOINT OR SEVERAL, AND ANY ACTION IN RESPECT THEREOF, TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT DUE TO OR ARISING OUT OF A BREACH OF ANY SUCH REPRESENTATION, WARRANTY OR COVENANT OF THE STOCKHOLDER.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Subject to an At Home Bankruptcy Decision as to the At Home Shares, the Stockholder (i) is a holder of the record and/or the and beneficial owner (as defined in Rule 13d-3 under of the Exchange Act) of, and has good and marketable title to, the Company Common Shares set forth opposite his name on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of Schedule 1 to this Agreement (such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Common Shares, together with any Company Stock Options and/or Company Stock Awards set forth on Common Shares acquired by the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose Stockholder after the date of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, 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 "Shares"). Schedule 1 lists separately each option issued to the Stockholder and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rightsexercise price thereof. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. . (c) This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects of except as enforcement thereof may be limited against such Stockholder by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating Laws affecting enforcement of creditors' rights or remedies in general as from time to time in effect or affecting creditors’ rights generally and general equitable principles(ii) the exercise by courts of equity powers. (cd) The Subject to an At Home Bankruptcy Decision as to the At Home Shares, the execution and delivery of this Agreement by the Stockholder, the performance of this Agreement by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with with, any Contractcontract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares such Stockholder or his assets are bound. Subject to an At Home Bankruptcy Decision as to the At Home Shares, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, the consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule Law or regulation Order applicable to the Stockholder or any of the SharesStockholder. (de) There is no Legal Action pending orExcept as described in Recital B above, the Shares owned by the Stockholder 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, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, "Encumbrances"), except for any such Encumbrances arising hereunder. (f) The Stockholder acquired the At Home Shares in a transaction separate and distinct from the Stockholder's transaction with XL Ventures and, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability At Home and XL Ventures are not Affiliates of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated herebyone another. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub the Company as follows: (a) The Stockholder (i) is a holder of the record and/or the and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable valid title to, the Shares set forth on the signature page heretoCovered Shares, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company Liens other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in as created by this Agreement. The Stockholder has sole voting power, sole power of disposition, sole power to demand appraisal rights and (B) sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Covered Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities Laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares (and the equity awards relating thereto), the Stockholder does not own beneficially or of record any (i) shares of capital stock or voting securities of Parent, (ii) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent or (iii) options or other rights to acquire from Parent any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent. (b) The Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. The Stockholder has the all requisite power, authority and legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Stockholder’s , the performance by the Stockholder of its obligations hereunder, including the proxy described in Section 2, and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder 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, the performance by the Stockholder of its obligations hereunder and consummate or the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming due authorization, execution and delivery by Parent and the Company, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects of except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting creditors’ rights generally and by general equitable principlesprinciples of equity (regardless of whether considered in a proceeding in equity or at law). (c) The execution Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of the Stockholder for the execution, delivery and performance of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (iii) neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by the Stockholder of the transactions contemplated hereby nor compliance by the Stockholder with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of any the Stockholder, (B) result in a any breach or violation or breach of, or constitute a default (or an event which, with or without notice or lapse of time or both, would become a default) a default under, or conflict with give to others any Contractrights of termination, trustamendment, understandingacceleration or cancellation of, arrangement or restriction result in the creation of a Lien on such property or asset of the Stockholder pursuant to, any kind Contract to which the Stockholder is a party or by which the Shares are bound, Stockholder or any property or asset of the Stockholder is bound or affected or (iiC) subject to compliance with filing requirements as may be required under applicable securities lawsviolate any order, violatewrit, or require any consent, approval, or notice under, any provision of any judgment, Orderinjunction, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the SharesStockholder’s properties or assets, in each case that would restrict, prohibit or impair the performance by Stockholder of its obligations under this Agreement. (d) There is no Legal Action action, suit, investigation, complaint or other proceeding pending or, to the knowledge of the Stockholder, threatened in writing against or affecting the Stockholder at law or in equity before or by any Governmental Entity of its Affiliates that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder under this Agreement or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger this Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreementa timely manner.

Representations and Warranties of the Stockholder. The Stockholder hereby ------------------------------------------------- represents and warrants to Parent CNI that, as of the date hereof and Merger Sub as followsat all times until the Expiration Time: (a) The the Stockholder is (iand will be, except with respect to any Shares that are Transferred in compliance with Section 2(a)) is a holder the Beneficial Owner of record and/or the beneficial owner Shares; (as defined in Rule 13d-3 under b) the Exchange Act) ofVoting Shares are, and has good and marketable title to, the Shares set forth on the signature page heretowill be, unless Transferred in compliance with Section 2(a), free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise Encumbrances of any rights of a stockholder in respect of such Shares kind or nature; (collectively, “Encumbrances”c) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) the Stockholder does not own, and will not beneficially own any securities of record the Company or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, rights to acquire any capital stock or other equity securities of the Company other than the Shares; (d) the Stockholder has and will have, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite power and authority to execute make, enter into and deliver (except with respect to any Shares that are Transferred in compliance with Section 2(a)) perform the terms of this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Proxy; (e) this Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar laws relating to or affecting creditors’ the rights of creditors generally and general equitable principles.principles of equity; (cf) The the execution and delivery of this Agreement by the StockholderStockholder do not, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) not, EXECUTION COPY conflict with or violate any Governmental Order or permit applicable to the Stockholder or result in a violation or any breach of, of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a material default) a default under, or conflict with any Contract, trust, understanding, arrangement materially impair the Stockholder's rights or restriction alter the rights or obligations of any kind third party under, any contract, agreement or other arrangement applicable to which the Shares; and (g) except as expressly contemplated hereby, or set out on Schedule A hereto the Stockholder is not a party or by which to, and the Shares are bound, or (ii) not subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require bound in any consent, approval, or notice undermanner by, any provision of any judgment, Order, decree, statute, Law, rule contract or regulation applicable agreement relating to the Stockholder Shares, including without limitation, any voting agreement, option agreement, purchase agreement, stockholders' agreement, partnership agreement or any of the Sharesvoting trust. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents represents, warrants and warrants covenants to Parent and Merger Sub Telaria as follows: (a) The If the Stockholder is not an individual: (i) the execution, delivery and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby are within the powers of the Stockholder and have been duly authorized by all necessary action. The Stockholder has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Telaria, this Agreement constitutes the Stockholder’s legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by the Enforceability Exceptions. (b) If the Stockholder is a holder an individual: (i) he or she has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. If the Stockholder is married and any of record and/or the beneficial owner Shares or New Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, valid, binding and enforceable, this Agreement has been duly executed and delivered by, and, assuming the due authorization, execution and delivery by Telaria, constitutes the legal, valid and binding obligation of, the Stockholder’s spouse, enforceable in accordance with its terms except, in each case, as enforcement may be limited by the Enforceability Exceptions. (c) Unless any Shares or New Shares are Transferred in accordance with Section 2, the Shares are and the New Shares will be beneficially owned (as defined in Rule 13d-3 promulgated under the Exchange Act) ofand owned of record by the Stockholder. Unless any Shares or New Shares are Transferred in accordance with Section 2, the Stockholder has and has will have good and marketable valid title to, the to such Shares set forth on the signature page heretoand New Shares, free and clear of any and encumbrances other than pursuant to this Agreement. As of the date hereof, the Stockholder’s Shares constitute all liens, claims, charges, security interests, pledges of the shares of Rubicon Project Common Stock beneficially owned or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, owned of record or beneficially by the Stockholder. Except as provided for herein, the Stockholder has sole voting power (including the right to control such vote as defined in Rule 13d-3 under the Exchange Actcontemplated herein), directly or indirectlysole power of disposition (except with respect to Shares underlying restricted stock awards issued to directors of Rubicon Project), any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full sole power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreementherein, and (B) sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Shares and New Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (cd) The execution and delivery of this Agreement by the StockholderStockholder do not, and the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and under this Agreement will not not, (i) if the Stockholder is not an individual, violate the certificate of formation, agreement of limited partnership, certificate of incorporation or similar organizational documents of the Stockholder, (ii) conflict with or violate any law, ordinance or regulation of any Governmental Entity applicable to the Stockholder or by which any of its assets or properties is bound, or (iii) conflict with, result in a violation or any breach of, of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or conflict with give to others any Contractrights of termination, trustamendment, understandingacceleration or cancellation of, arrangement or restriction result in the creation of any kind encumbrance on the properties or assets of the Stockholder pursuant to, any note, bond, mortgage, indenture, contract (whether written or oral), agreement, lease, license, permit, franchise or other instrument or obligation to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of its assets or properties is bound, except for any of the Shares. (d) There is no Legal Action pending orforegoing as would not reasonably be expected, individually and in the aggregate, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis. (e) No brokerThe execution and delivery of this Agreement by the Stockholder do not, investment bankerand the performance by the Stockholder of his, financial advisor her or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require the Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity, other than the filings of any reports with the SEC. (f) As of the date hereof, there is no Action pending, or, to the knowledge of the Stockholder, threatened against or affecting the Stockholder or any of the Stockholder’s Affiliates before or by any Governmental Entity that would reasonably be expected to impair the ability of the Stockholder to perform his, her or its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (g) No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Telaria or Rubicon Project in respect of this Agreement based upon arrangements any arrangement or agreement made by or on behalf of the Stockholder (other than those made by the Stockholder on behalf of Rubicon Project in the Stockholder’s capacity exercise of his or her duties as an officer or director of the Company and as disclosed pursuant to the Merger AgreementRubicon Project). (fh) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are Telaria is entering into the Merger Agreement in reliance upon the Stockholder’s execution, execution and delivery and performance of this AgreementAgreement by the Stockholder and the representations, warranties and covenants of the Stockholder contained herein. The Stockholder understands and acknowledges that the Merger Agreement governs the terms of the Merger and the other transactions contemplated thereby.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, of the Shares set forth opposite Stockholder’s name on the signature page hereto, free Schedule 1 to this Agreement and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (except as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in Schedule 1 to this Agreement, and (B) to agree to all neither holds nor has any beneficial ownership interest in any other shares of the matters set forth in this AgreementCompany Common Stock or any performance based stock units, in each case with respect to all restricted stock, restricted stock units, deferred stock units, options, warrants or other right or security convertible into or exercisable, exchangeable or redeemable for shares of the Shares, with no material limitations, qualifications or restrictions on such rightsCompany Common Stock. (b) The Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and to perform Stockholder’s obligations hereunder, subject to applicable federal securities laws and the terms of this Agreement; if the Stockholder is not an individual, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has taken all action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and no other proceedings on the part of the Stockholder are necessary to authorize this Agreement, the performance of Stockholder’s obligations hereunder and consummate the consummation of the transactions contemplated hereby. . (c) This Agreement (assuming this Agreement constitutes a valid and binding agreement of Parent and Merger Sub) has been duly and validly executed and delivered by or on behalf of the Stockholder and constitutes a valid and binding obligation of agreement with respect to the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent conveyanceand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesremedies. (cd) The shares of Company Common Stock and the certificates, if any, representing the Shares owned by Stockholder are now, and at all times during the term hereof will be, held by Stockholder, by a nominee or custodian for the benefit of Stockholder or by the depository under the Offer, free and clear of any liens, claims, charges, proxies, powers of attorney, rights of first offer or rights of first refusal, voting agreement or voting trust or any other agreement, arrangement, or restriction with respect to the voting of such Shares, or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares, except for (i) any such Liens arising hereunder (in connection therewith any restrictions on transfer or any other Liens have been waived by appropriate consent) and (ii) Liens imposed by federal or state securities laws (collectively, “Permitted Liens”). (e) Neither the execution and delivery of this Agreement by the Stockholder, the performance by the such Stockholder of his, her or its obligations hereunder and nor the consummation by the Stockholder of the transactions contemplated hereby do not and nor compliance by such Stockholder with any provisions herein will not (i) if such Stockholder is not an individual, violate, contravene or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of such Stockholder, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity on the part of such Stockholder, except for compliance with the applicable requirements of the Securities Act, the Exchange Act or any other United States or federal securities laws and the rules and regulations promulgated thereunder, (iii) violate, conflict with, or result in a violation or breach of any provisions of, or constitute require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with or without notice or lapse the giving of notice, the passage of time or both) otherwise, would constitute a default underor give rise to any such right) under any of the terms, conditions or conflict with any Contract, trust, understanding, arrangement or restriction provisions of any kind Contract or other legally binding instrument or obligation to which the such Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the such Stockholder or any of the Shares. its assets may be bound, (div) There is no Legal Action pending result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any assets (including Shares) of such Stockholder (other than one created by Parent or Merger Sub) or (v) violate any Law applicable to the knowledge of the Stockholder, threatened in writing against the such Stockholder at law or in equity before or by which any Governmental Entity that of its assets (including Shares) are bound, except as would not, in the case of each of clauses (iii) and (iv), reasonably be expected to materially impair have, individually or in the aggregate, a material adverse effect on such Stockholder’s ability of the Stockholder to timely perform his, her or its obligations hereunder or consummate the transactions contemplated herebyunder this Agreement. (ef) No broker, investment banker, financial advisor advisor, finder, agent or other Person is entitled to any broker’s, finder’s, financial advisoradviser’s or other similar fee or commission in connection with this Agreement, the Offer, the Merger or any of the other transactions contemplated hereby by the Merger Agreement based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s his or her capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement)such. (fg) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, execution and delivery and performance of this Agreement. (h) There is no suit, claim, action, investigation or other proceeding pending or, to the knowledge of Stockholder, threatened by, against, or involving or affecting Stockholder and/or any of its Affiliates before or by any Governmental Entity that would reasonably be expected to prevent or materially delay or impair the performance by Stockholder of its obligations hereunder or impair the ability of Stockholder to consummate the transactions contemplated hereby.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares, free and clear of any Liens (including any restriction on the right to vote, sell or otherwise dispose of the Shares), except as set forth in this Agreement and pursuant to any applicable restrictions on transfer under the Securities Act. (b) Other than the Company Stock Options, Company RSUs and Company ESPP Shares set forth on the signature page hereto, free and clear the Shares constitute all of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable the securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under Section 3(10) of the Exchange Act), which definition will apply to all uses of the term “securities” contained in this Agreement) of the Company beneficially owned, directly or indirectly, any capital stock or other equity securities of by the Stockholder. (c) Except for the Company other than the SharesStock Options, Company Stock Options and/or RSUs and Company Stock Awards ESPP Shares set forth on the signature page hereto; , the Stockholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire (iiiwhether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is the Stockholder subject to any Contract other than this Agreement that obligates the Stockholder to vote or acquire any securities of the Company. The Stockholder holds full power to vote and dispose of the Shares and to issue instructions with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights and has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect , subject to the matters limitations set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (bd) If the Stockholder is an Entity, the Stockholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and the Stockholder is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified other than as would not reasonably be expected to materially impair the ability of the Stockholder to perform its, his or her obligations hereunder or consummate the transactions contemplated hereby. (e) The Stockholder has the legal capacity and all requisite (or, if the Stockholder is an Entity, the corporate or analogous power and authority authority) to execute execute, deliver and deliver this Agreement and to perform the Stockholder’s obligations hereunder under this Agreement. The Stockholder has duly executed and consummate delivered this Agreement. If the transactions contemplated hereby. This Stockholder is an Entity, this Agreement has been duly authorized by all necessary corporate or analogous action of the Stockholder. This Agreement is the Stockholder’s valid and validly executed and delivered by legally binding obligation, enforceable against the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of terms (except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent transfer and other similar laws of general applicability relating to or affecting creditors’ rights generally and or by general equitable equity principles). (cf) No consents or approvals of, or filings or registrations with, any Governmental Entity or with any third party are required to be made or obtained by the Stockholder in connection with the execution, delivery or performance by the Stockholder of this Agreement other than (i) such consents and approvals that have been obtained and (ii) such consents and approvals as would not reasonably be expected to materially impair the ability of the Stockholder to perform its, his or her obligations hereunder or consummate the transactions contemplated hereby. (g) The execution execution, delivery and delivery performance of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do does not and will not constitute (i) result in a violation of any Legal Requirement or breach of, or constitute (with or without notice or lapse of time or both) a default underany Order, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder or any of the Stockholder’s properties is a party subject or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities lawsif the Stockholder is an Entity, violatea breach or violation of, or require any consent, approval, or notice a default under, any provision of any judgmentthe organizational documents of the Stockholder, Orderother than, decreein each case, statute, Law, rule or regulation applicable as would not reasonably be expected to materially impair the ability of the Stockholder to perform its, his or any of her obligations hereunder or consummate the Sharestransactions contemplated hereby. (dh) There is no Legal Action Proceeding pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity Body that would reasonably be expected to materially impair the ability of the Stockholder to perform hisits, his or her or its obligations hereunder or consummate the transactions contemplated hereby. (ei) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the such Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (fj) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent that, as of the date hereof and Merger Sub as followsat all times until the Expiration Date: (a) The the Stockholder is (iand, except to the extent a Transfer is made pursuant to the proviso in Section 2(a), will be) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under of the Exchange Act) ofshares of capital stock of the Company, and has good the options and marketable title toother rights to acquire shares of capital stock of the Company, the Shares set forth on the signature page heretoof this Agreement, with full power to vote or direct the voting of the Shares for and on behalf of all beneficial owners of the Shares (that are eligible to be voted at any general or special meeting of the stockholders of the Company); (b) the Shares are (and will be) free and clear of any and all liensLiens, claims, charges, security interests, pledges or options, proxiesrights of first refusal, voting trusts co-sale rights or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares kind or nature (collectively, “Encumbrances”) except any Encumbrances arising under other than restrictions on transfer imposed by applicable securities laws in any jurisdiction or arising hereunder; Laws); (iic) the Stockholder does not own, as of record or the date of this Agreement beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, own any capital stock or other equity securities of the Company other than the Sharesshares of capital stock of the Company, Company Stock Options and/or Company Stock Awards and options and other rights to acquire shares of capital stock of the Company, set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights.; (bd) The the Stockholder has the legal capacity (and all requisite will have) full power and authority to execute make, enter into and deliver carry out the terms of this Agreement and to perform (including the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Proxy); (e) the Stockholder and constitutes a valid and binding obligation agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority, which alleges that the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) The execution and delivery of this Agreement by the Stockholder, either alone or together with the other Voting Agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or the approval of the Merger Agreement by the board of directors of the Company, breaches any fiduciary duty of the board of directors of the Company or any member thereof; (f) the execution, delivery and performance of this Agreement by the Stockholder of hisdoes not, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) not, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under(or give rise to any right of termination, cancellation, modification or conflict with acceleration) (whether after the giving of notice of or the passage of time or both) under any Contract, trust, understanding, arrangement Applicable Law or restriction of any kind Contract to which the Stockholder is a party or by which is binding on it, him or her or its, his or her assets and will not result in the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision creation of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or Lien on any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law assets or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf properties of the Stockholder (other than the Shares), in each case except for such violations, breaches, defaults, terminations, cancellations, modifications, accelerations or Liens as would not reasonably be expected to prevent or materially delay the performance by the Stockholder of any of its obligations under this Agreement; (g) this Agreement has been duly executed by the Stockholder and constitutes the valid and legally binding obligation of the Stockholder’s capacity , enforceable against the Stockholder in accordance with its terms, except as an officer or director enforceability may be limited by bankruptcy and other similar laws and general principles of the Company and as disclosed pursuant to the Merger Agreement).equity; and (fh) The other than filings under the Exchange Act and other than such as, if not made, obtained or given, would not reasonably be expected to prevent or materially delay the performance by Stockholder has received of any of its obligations under this Agreement, no notices, reports or other filings are required to be made by the Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Stockholder from, any Governmental Authority or any other Person, in connection with the execution and reviewed a copy delivery of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger this Agreement in reliance upon by the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The As of the date hereof and as of the date of the closing under the Merger Agreement, Stockholder hereby represents and warrants to Parent and Merger Sub Liberty as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ------------ which meaning will apply for all purposes of this Agreement) of, and has good and marketable title to, all of the Shares set forth on the signature page heretoShares, free and clear of any and all liensmortgage, claimspledge, chargeshypothecation, rights of others, claim, security interestsinterest, pledges or optionscharge, proxiesencumbrance, title defect, title retention agreement, voting trusts trust agreement, interest, option, lien, charge or agreementssimilar restriction or limitation (each, rightsa "Lien") ---- (including any restriction on the right to vote, understandings sell or arrangements or any other encumbrances whatsoever on title, transfer or exercise otherwise dispose of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”the Shares) except any Encumbrances arising for immaterial Liens which shall not materially affect Stockholder's ability to perform its obligations under applicable this Agreement. (b) Except as set forth on Schedule 1.1(b), the Shares constitute all of the securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under Section 3(10) of the Exchange Act), which definition will apply for all purposes of this Agreement) of the Company beneficially owned, directly or indirectly, by Stockholder (excluding any capital stock securities beneficially owned by any of its affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definitions will apply for all purposes of this Agreement) as to which it does not have voting or investment power. (c) Except as set forth on Schedule 1.1(c), and except for the Shares, Stockholder does not, directly or indirectly, beneficially own or have any option, warrant or other equity right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is Stockholder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement, that allows or obligates it to vote or acquire any securities of the Shares, Company Stock Options and/or Company Stock Awards set forth on Company. Stockholder has the signature page hereto; (iii) sole power to vote the Shares and has not granted a proxy to any other Person to vote or dispose (as defined in the Merger Agreement, which definition will apply for all purposes of the Shares that is currently effective; and (iv) holds the full power (Athis Agreement) to vote and dispose of and to issue instructions with respect such Shares, subject to the matters limitations set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (bd) The Stockholder is a partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. , and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (e) This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its termsand, subject to the effects of bankruptcyassuming due authorization, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) The execution and delivery of this Agreement by Liberty and the StockholderCompany, is a valid and binding obligation of Stockholder enforceable against Stockholder in accordance with its terms, except that (i) the enforceability hereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (f) Neither the execution and delivery of this Agreement nor the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) conflict with, result in a violation or breach of, or constitute a default (or an event that, with or without notice or lapse of time or both, would result in a default) a default underor give rise to any right of termination, amendment, cancellation, or conflict with acceleration or result in the creation of any ContractLien on any Shares under (collectively, trusta "Conflict"), (i) -------- its organizational documents, (ii) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are Stockholder is bound, to the extent such Conflict would materially affect Stockholder's ability to consummate the transactions contemplated hereby or (iiiii) subject to compliance with filing requirements as may be required under applicable securities lawsany injunction, violate, or require any consent, approval, or notice under, any provision of any judgment, Orderwrit, decree, order or ruling applicable to Stockholder, to the extent such Conflict would materially affect Stockholder's ability to consummate the transactions contemplated under this Agreement. (g) Except as set forth on Schedule 1.1(f), neither the execution and delivery of this Agreement nor the performance by Stockholder of its obligations hereunder will violate any law, decree, statute, Law, rule or regulation applicable to the Stockholder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity (as such term is defined in the Merger Agreement) or public or judicial authority, other than any required notices or filings with the Federal Communications Commission ("FCC") or pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 ("Xxxx Xxxxx Act"), as amended, and the Shares. (d) rules and regulations promulgated thereunder or the federal securities laws. There is no Legal Action pending or, to the knowledge beneficiary or holder of the Stockholder, threatened in writing against a voting trust certificate or other interest of any trust of which the Stockholder at law is a trustee whose consent is required for the execution and delivery of this Agreement or in equity before or the compliance by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement)terms hereof. (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) ofExisting Shares are, and has good any additional shares of Company Stock and marketable title toany options to acquire shares of Company Stock acquired by the Stockholder after the date hereof and prior to the Effective Time will be, owned beneficially by the Shares set forth on the signature page heretoStockholder, free and clear of any and all liens, claims, charges, security interests, pledges Encumbrances other than Encumbrances created by this Agreement or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever described on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities Schedule 1. As of the date hereof, the Existing Shares as set forth on Schedule 1 constitute all of the shares of Company other than Stock held of record, beneficially owned by, or for which voting power or disposition power is held or shared by the Stockholder. The Stockholder has, and at all times during the term hereof will have, sole voting and dispositive power over all of the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full sole power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications qualification or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and Agreement, to perform the Stockholder’s obligations hereunder hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to except as the effects of enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, fraudulent conveyance, reorganizationtransfer, moratorium and or other similar laws relating to or affecting creditors’ the rights of creditors generally and by general equitable principles. (c) The Neither the execution and delivery by the Stockholder of this Agreement by the StockholderAgreement, the performance by the Stockholder of hishis or her obligations hereunder, her or its obligations hereunder and nor the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) constitute a breach of or result in a violation or breach ofdefault, or constitute (event that with or without notice or lapse of time or both) both would become a default under(or give rise to any rights of termination, cancellation or acceleration, or conflict with unilateral rights to amend, or any Contractright to acquire any securities or assets, trustor any loss of benefit), understandingunder any of the terms, arrangement conditions or restriction provisions of any kind Contract to which the Stockholder is a party or by which the Shares are Stockholder or the Stockholder’s properties or assets is bound, or ; (ii) subject to compliance with filing requirements as may be required under applicable securities lawsviolate any order, violatewrit, or require any consent, approval, or notice under, any provision of any judgment, Orderinjunction, decree, statute, Law, rule or regulation (“Law”) applicable to the Stockholder Stockholder; or (iii) result in the creation or imposition of any Encumbrance on the Stockholder’s properties or assets (except for any such Encumbrances created by this Agreement), except for any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that foregoing as would not and would not reasonably be expected to to, individually or in the aggregate, materially impair the ability of the Stockholder to perform his, his or her or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub GMS as follows: (a) The Stockholder (i) is a holder of record and/or has the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy requisite legal capacity to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in enter into this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications carry out his or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s her obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by GMS, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects effect of any applicable bankruptcy, insolvency, insolvency (including all Laws relating to fraudulent conveyancetransfers), reorganization, moratorium and other or similar laws relating to or Laws affecting creditors’ rights generally and subject to the effect of general equitable principlesprinciples 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 represent any uncertificated shares of 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 Common Stock or any other capital stock of, or any other equity interests in, the Company, other than the Securities set forth in 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 otherwise already revoked. (c) The execution and delivery of this Agreement by the StockholderStockholder does not, and the performance of this Agreement by the Stockholder of hiswill not, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, authorization or notice underpermit of, or filing with or notification to, any provision Governmental Entity, or (ii) result in the creation of an Encumbrance on any judgmentof the Securities, Order, decree, statute, Law, rule or regulation conflict with or violate any Law applicable to the Stockholder or any of the SharesSecurities, except, with respect to clause (ii), for any such conflicts, violations or other occurrences that would not, or would not reasonably be expected to, prevent or materially impair or delay the ability of the Stockholder to perform its obligations hereunder. (d) The Stockholder understands and acknowledges that GMS is entering into the Purchase Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. (e) None of the information relating to the 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, (ii) the time of the Stockholder Meeting, (iii) Closing, 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 GMS to publish and disclose in the Proxy Statement any related filings under the securities laws of the United States 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) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity any of its Affiliates before or by any Governmental Entity that or any arbitrator involving the Company that, if adversely determined against the Stockholder or its applicable Affiliate, would, or would reasonably be expected to to, prevent or materially impair or delay the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated herebyhereunder. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants warrants, as of the date hereof, to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, of the Shares set forth opposite Stockholder’s name on the signature page hereto, free Schedule 1 to this Agreement and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (except as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in Schedule 1 to this Agreement, and (B) to agree to all neither holds nor has any beneficial ownership interest in any other shares of the matters set forth in this AgreementCompany Common Stock or any performance based stock units, in each case with respect to all restricted stock, restricted stock units, deferred stock units, options, warrants or other right or security convertible into or exercisable, exchangeable or redeemable for shares of the Shares, with no material limitations, qualifications or restrictions on such rightsCompany Common Stock. (b) The Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and to perform Stockholder’s obligations hereunder, subject to applicable federal securities laws and the terms of this Agreement; if the Stockholder is not an individual, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has taken all action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and no other proceedings on the part of the Stockholder are necessary to authorize this Agreement, the performance of Stockholder’s obligations hereunder and consummate the consummation of the transactions contemplated hereby. . (c) This Agreement (assuming this Agreement constitutes a valid and binding agreement of Parent and Merger Sub) has been duly and validly executed and delivered by or on behalf of the Stockholder and constitutes a valid and binding obligation of agreement with respect to the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent conveyanceand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesremedies. (cd) The shares of Company Common Stock and the certificates, if any, representing the Shares owned by Stockholder are now held by Stockholder, by a nominee or custodian for the benefit of Stockholder or by the depository under the Offer, free and clear of any liens, claims, charges, proxies, powers of attorney, rights of first offer or rights of first refusal, voting agreement or voting trust or any other agreement, arrangement, or restriction with respect to the voting of such Shares, or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares, except for (i) any such Liens arising hereunder (in connection therewith any restrictions on transfer or any other Liens have been waived by appropriate consent) and (ii) Liens imposed by federal or state securities laws (collectively, “Permitted Liens”). (e) Neither the execution and delivery of this Agreement by the Stockholder, the performance by the such Stockholder of his, her or its obligations hereunder and nor the consummation by the Stockholder of the transactions contemplated hereby do not and nor compliance by such Stockholder with any provisions herein will not (i) if such Stockholder is not an individual, violate, contravene or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of such Stockholder, (ii) violate, conflict with, or result in a violation or breach of any provisions of, or constitute require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with or without notice or lapse the giving of notice, the passage of time or both) otherwise, would constitute a default underor give rise to any such right) under any of the terms, conditions or conflict with any Contract, trust, understanding, arrangement or restriction provisions of any kind Contract or other legally binding instrument or obligation to which the such Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the such Stockholder or any of the Shares. its assets may be bound, (diii) There is no Legal Action pending result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any assets (including Shares) of such Stockholder (other than one created by Parent or Merger Sub) or (iv) violate any Law applicable to the knowledge of the Stockholder, threatened in writing against the such Stockholder at law or in equity before or by which any Governmental Entity that of its assets (including Shares) are bound, except, in each case, as would not reasonably be expected to materially impair have, individually or in the aggregate, a material adverse effect on such Stockholder’s ability of the Stockholder to timely perform his, her or its obligations hereunder or consummate the transactions contemplated herebyunder this Agreement. (ef) No Xxxxxxxxxxx has not directly engaged any broker, investment banker, financial advisor advisor, finder, agent or other Person such that such Person is entitled to any broker’s, finder’s, financial advisoradviser’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger this Agreement). (fg) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, execution and delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of the record and/or the and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable valid title to, the Shares set forth on the signature page heretoCovered Shares, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company Liens other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in as created by this Agreement. The Stockholder has sole voting power, sole power of disposition, sole power to demand appraisal rights and (B) sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Covered Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities Laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares (and the equity awards relating thereto), the Stockholder does not own beneficially or of record any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) The Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. The Stockholder has the all requisite power, authority and legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Stockholder’s , the performance by the Stockholder of its obligations hereunder, including the proxy described in Section 2, and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder 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, the performance by the Stockholder of its obligations hereunder and consummate or the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming due authorization, execution and delivery by Parent and the Company, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects of except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting creditors’ rights generally and by general equitable principlesprinciples of equity (regardless of whether considered in a proceeding in equity or at law). (c) The execution Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of the Stockholder for the execution, delivery and performance of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (iii) neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by the Stockholder of the transactions contemplated hereby nor compliance by the Stockholder with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of any the Stockholder, (B) result in a any breach or violation or breach of, or constitute a default (or an event which, with or without notice or lapse of time or both, would become a default) a default under, or conflict with give to others any Contractrights of termination, trustamendment, understandingacceleration or cancellation of, arrangement or restriction result in the creation of a Lien on such property or asset of the Stockholder pursuant to, any kind Contract to which the Stockholder is a party or by which the Shares are bound, Stockholder or any property or asset of the Stockholder is bound or affected or (iiC) subject to compliance with filing requirements as may be required under applicable securities lawsviolate any order, violatewrit, or require any consent, approval, or notice under, any provision of any judgment, Orderinjunction, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the SharesStockholder’s properties or assets, in each case that would restrict, prohibit or impair the performance by Stockholder of its obligations under this Agreement. (d) There is no Legal Action action, suit, investigation, complaint or other proceeding pending or, to the knowledge of the Stockholder, threatened in writing against or affecting the Stockholder at law or in equity before or by any Governmental Entity of its Affiliates that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder under this Agreement or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger this Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreementa timely manner.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub the Company as follows: (a) The Stockholder (i) is a holder of the record and/or the and beneficial owner (as defined in Rule 13d-3 under of the Exchange Act) of, Owned Shares and the Stockholder has good and marketable valid title to, to the Owned Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company Liens other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in as created by this Agreement, under prime broker agreements or pursuant to the margin loan agreement previously disclosed to the Company (the “MLA”). The Stockholder has the only voting power, power of disposition, power to demand appraisal rights and (B) power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Owned Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities Laws, the terms of this Agreement and the MLA. As of the date hereof, other than the Owned Shares, the Stockholder does not own beneficially or of record any (i) shares of capital stock or voting securities of Parent, (ii) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent or (iii) options or other rights to acquire from Parent any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent. (b) The Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. The Stockholder has the all requisite power, authority and legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform its or his obligations hereunder. The execution, delivery and performance of this Agreement by the Stockholder’s , the performance by the Stockholder of its obligations hereunder and consummate the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder 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, the performance by the Stockholder of its obligations hereunder or the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Stockholder Stockholder, enforceable against it or him in accordance with its terms, subject to the effects of except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting creditors’ rights generally and by general equitable principlesprinciples of equity (regardless of whether considered in a proceeding in equity or at law). (c) The execution Except for the applicable requirements of the Exchange Act and any applicable requirements under applicable gaming laws, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of the Stockholder for the execution, delivery and performance of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not hereby, other than as contemplated by the Merger Agreement, and will not (iii) neither the execution, delivery or performance of this Agreement by the Stockholder, nor the consummation by the Stockholder of the transactions contemplated hereby, nor compliance by the Stockholder with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of the Stockholder, (B) result in a any breach or violation or breach of, or constitute a default (or an event which, with or without notice or lapse of time or both, would become a default) a default under, or conflict with give to others any Contractrights of termination, trustamendment, understandingacceleration or cancellation of, arrangement or restriction result in the creation of a Lien on property or asset of the Stockholder pursuant to, any kind Contract to which the Stockholder is a party or by which the Shares are bound, Stockholder or any properties or assets of the Stockholder is bound or affected or (iiC) subject to compliance with filing requirements as may be required under applicable securities lawsviolate any order, violatewrit, or require any consent, approval, or notice under, any provision of any judgment, Orderinjunction, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the SharesStockholder’s properties or assets, except, in the case of each of sub-clause (i) and (ii), as would not restrict, prohibit or impair the performance by the Stockholder of its obligations under this Agreement. (d) There As of the date hereof, there is no Legal Action action, suit, investigation, complaint or other proceeding pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before any of its or by any Governmental Entity his Affiliates that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder under this Agreement or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger this Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreementa timely manner.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as followsthat: (ai) The Stockholder Shares listed on Annex A opposite the Stockholder's name ------- are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (icollectively, "Company Securities") is a holder owned of record and/or or beneficially by the beneficial owner Stockholder or in which the Stockholder has any interest; (ii) except as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares set forth on Annex A, such Shares are owned by the signature page heretoStockholder, free and clear of any and ------- all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other charges and encumbrances whatsoever on title, transfer or exercise of any rights of kind whatsoever except for liens, claims or charges arising from margin loans from a stockholder in respect bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares (collectively, “Encumbrances”) except is subject to any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock voting trust or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; agreement or arrangement (iiiexcept as created by this Agreement) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters voting of such Shares; and (iii) the Stockholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights.Annex A. ------- (b) The Stockholder has the legal capacity and all requisite full right, power and authority to execute and deliver this Agreement and to perform all of such Stockholders' obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Stockholder’s obligations hereunder Stockholder and consummate the transactions contemplated hereby. no other legal proceedings are necessary therefor. (c) This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes represents a valid and legally binding obligation of the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects of except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other similar laws of general application affecting enforcement of creditors' rights generally or laws relating to the availability of specific performance, injunctive relief, or affecting creditors’ rights generally and general other equitable principlesremedies. (cd) The execution Except as noted on Annex A, the execution, delivery and delivery performance ------- of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not constitute a violation of, conflict with or result in a default under (i) result in a violation any contract, understanding or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are boundStockholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Stockholder, or (iiiii) subject to compliance with filing requirements as may be required under any applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decreelaw, statute, Law, rule or regulation applicable to the Stockholder or any of the Sharesregulation. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as of the date hereof as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined natural person or a legal entity duly organized and validly existing and in Rule 13d-3 good standing under the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear laws of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise its jurisdiction of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) organization. The Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate no other proceedings or actions on the part of the Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. . (b) This Agreement has been duly and validly executed and delivered by or on behalf of the Stockholder and constitutes a valid and binding obligation of agreement with respect to the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, fraudulent conveyance, reorganization, moratorium injunctive relief and other similar equitable remedies. If the Stockholder is married, and any of the Shares may constitute community property or spousal approval is otherwise necessary for this Agreement to be valid and binding, this Agreement has been duly executed and delivered by, and constitutes the valid and binding obligation of, the Stockholder’s spouse, enforceable against the Stockholder’s spouse in accordance with its terms, subject to (x) laws of general application relating to or affecting creditors’ rights generally bankruptcy, insolvency and general the relief of debtors and (y) rules of law governing specific performance, injunctive relief and other equitable principlesremedies. (c) The Stockholder is the sole record and beneficial owner of the number of the Shares and the other rights to acquire (whether currently, upon lapse of time, following the satisfaction of any condition, upon the occurrence of any event or any combination of the foregoing) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of the number of shares of Company Common Stock, in each case indicated opposite the Stockholder’s name on Schedule 1, which constitute all of the securities of the Company owned of record or beneficially by the Stockholder or its Affiliates on the date hereof. The Stockholder does not beneficially own any share of Company Common Stock that it does not hold of record or own any share of Company Common Stock through its Affiliates. The Shares are now, and at all times during the term hereof will be, held by the Stockholder (or a nominee or custodian for its benefit or a transferee pursuant to a Permitted Transfer), free and clear of any Encumbrances (other than as contained herein). The Stockholder has sole, and otherwise unrestricted, voting power with respect to such Shares, and none of the Shares are subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares, except as contemplated by this Agreement. (d) The execution and delivery of this Agreement by the StockholderStockholder does not, and the performance by the Stockholder of his, her or its obligations hereunder and the consummation compliance by the Stockholder of the transactions contemplated hereby do not and with any provisions hereof will not (i) not, violate or conflict with, result in a violation or material breach of, of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a material default) a default under, or conflict with give to others any Contractrights of termination, trustamendment, understandingacceleration or cancellation of, arrangement or restriction result in the creation of any kind Encumbrance (other than as contained herein) on any of the Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which the Stockholder is a party or by which the Shares are Stockholder is bound, or, to the Stockholder’s knowledge, any law, statute, rule or regulation to which the Stockholder is subject or, in the event that the Stockholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the Stockholder. (iie) subject to compliance with filing requirements as may be required under applicable securities lawsThe execution and delivery of this Agreement by the Stockholder does not, violateand the performance of this Agreement by the Stockholder does not and will not, or require any consent, approval, authorization or notice underpermit of, or filing with or notification to, any provision of any judgment, Order, decree, statute, Law, rule governmental or regulation applicable to regulatory authority by the Stockholder or any except for applicable requirements, if any, of the SharesExchange Act. (df) There As of the date hereof, there is no Legal Action Proceeding pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity Body that would reasonably be expected to materially impair or delay the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated herebyunder this Agreement. (eg) No broker, investment banker, financial advisor advisor, finder, agent or other Person is entitled to any broker’s, finder’s, financial advisoradviser’s or other similar fee or commission in connection with the transactions contemplated hereby this Agreement based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s his, her or its capacity as an officer or director a stockholder of the Company and as disclosed pursuant to the Merger Agreement)Company. (fh) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are is entering into the Merger Agreement in reliance upon the Stockholder’s execution, execution and delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder Each of the Stockholders hereby represents and warrants to Parent and Merger Sub Sub, severally and not jointly, as follows: (a) The Such Stockholder (i) is a holder of the record and/or the and beneficial owner of the shares of Common Stock set forth opposite its name on Annex I to this Agreement (as defined in Rule 13d-3 under the Exchange Act) ofshares may be adjusted from time to time pursuant to Section 6 hereof, and has good and marketable title tothe "Shares"). On the date hereof, the Shares set forth on opposite such Stockholder's name constitute all of the signature page heretoShares owned by such Stockholder (exclusive of Shares held of record by Flag Partners, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts warrants or agreements, rights, understandings preferred stock that may be exercised for or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under converted into Common Stock). Such Stockholder has the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person exclusive right to vote or dispose of (or exercise the Shares that is currently effective; and (ivvoting or disposition of) holds such Shares. Notwithstanding any of the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth terms contained in this Agreement, and (B) Ronaxx X. Xxxxxxxx xxx gift to agree charities of his choice up to all 5,000 Shares, which Shares shall not be subject to the terms of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Such Stockholder is an individual or is a limited partnership, 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 the legal capacity and all requisite power and authority to execute and deliver enter into this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby, and in the case of such Stockholder that is a limited partnership, has taken all partnership action necessary to authorize the execution, delivery and performance of this Agreement. (c) In the case of such Stockholder that is a limited partnership, this Agreement has been duly authorized, validly executed and delivered by such Stockholder. This Assuming this Agreement has been duly and validly authorized, executed and delivered by Parent and Sub, this Agreement constitutes the Stockholder and constitutes a legal, valid and binding obligation of the such Stockholder, enforceable against such Stockholder enforceable in accordance with its terms, subject to the effects of except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting enforcement of creditors’ ' rights generally and by general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law). (cd) The execution and delivery of this Agreement by the Stockholdersuch Stockholder do not, and the performance by the such Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not not, (i) conflict with, result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, result in or conflict with give to any Contractperson any right of termination, trustcancellation, understandingmodification or acceleration of, arrangement or restriction result in the creation or imposition of any kind Lien upon any of the assets or properties of such Stockholder under, any of the terms, conditions or provisions of (A) the certificates or articles of incorporation or bylaws (or other comparable charter documents) , as applicable, of such Stockholder or (B) (x) any Law or Order of any Governmental or Regulatory Authority applicable to such Stockholder or any of such Stockholder's respective assets or properties, or (y) any Contract to which the such Stockholder is a party or by which such Stockholder or any of its respective assets or properties is bound, excluding from the Shares are boundforegoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or 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 (ii) subject to compliance with require any filing requirements as may be required under applicable securities laws, violateby such Stockholder with, or require any consentpermit, approvalauthorization, consent or notice underapproval of, any provision of any judgment, Order, decree, statute, Law, rule Governmental or regulation applicable to the Stockholder Regulatory Authority or any of the Shares. (d) third party other than an amendment to a Schedule 13D, 13G, Form 4 and/or Form 5. There is no Legal Action pending or, to 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 knowledge execution and delivery of this Agreement or the Stockholder, threatened in writing against the consummation by such Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with Other than the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant Shares subject to the Merger Escrow and Subordination Agreement), dated as of December 1, 1993, by and between the Company, the Huntington Trust Company, N.A., as Escrow Agent, and Barrx X. Xxxx xxx Ronaxx X. Xxxxxxxx, xxe 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, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all Liens, proxies, voting trusts or agreements, except for any such Liens, proxies, voting trusts or agreements arising hereunder. (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub the Company as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder hereunder; (b) this Agreement (assuming this Agreement constitutes a valid and consummate binding agreement of the transactions contemplated hereby. This Agreement Company) has been duly and validly executed and delivered by or on behalf of the Stockholder and constitutes a valid and binding obligation of agreement with respect to the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generally and general equitable principles.remedies generally; (c) The the Stockholder beneficially owns and will own of record, the number of Shares indicated opposite such Stockholder’s name on Schedule 1 free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares and none of the Shares are subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares, except as contemplated by this Agreement; (d) the execution and delivery of this Agreement by the StockholderStockholder does not, and the performance by the Stockholder of his, his or her or its obligations hereunder and the consummation compliance by the Stockholder of the transactions contemplated hereby do not and with any provisions hereof will not (i) not, violate or conflict with, result in a violation or material breach of, of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a material default) a default under, or conflict with give to others any Contractrights of termination, trustamendment, understandingacceleration or cancellation of, arrangement or restriction result in the creation of a Lien on any kind Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which the Stockholder is a party or by which the Shares are Stockholder is bound, or any law, statute, rule or regulation to which the Stockholder is subject; (iie) subject to compliance with filing requirements as may be required under applicable securities lawsthe execution and delivery of this Agreement by the Stockholder does not, violateand the performance of this Agreement by the Stockholder does not and will not, or require any consent, approval, authorization or notice underpermit of, or filing with or notification to, any provision of any judgment, Order, decree, statute, Law, rule governmental or regulation applicable to regulatory authority by the Stockholder or any except for applicable requirements, if any, of the Shares.Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Stockholder of his or her obligations under this Agreement in any material respect; (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (ef) No broker, investment banker, financial advisor advisor, finder, agent or other Person is entitled to any broker’s, finder’s, financial advisoradviser’s or other similar fee or commission in connection with the transactions contemplated hereby this Agreement based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s his or her capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement).such; (fg) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution, execution and delivery and performance of this Agreement; and (h) Stockholder agrees that Stockholder will not in Stockholder’s capacity as a Stockholder of Parent bring, commence, institute, maintain, prosecute or voluntarily aid any action, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by Stockholder, either alone or together with the other Company voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or the approval of the Merger Agreement by the Board of Directors of Parent, breaches any fiduciary duty of the Board of Directors of Parent or any member thereof.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of the record and/or the or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) ofowner, and has good and marketable title to, the Shares set forth on in the signature page Recitals hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder); (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectlybeneficially, any shares of capital stock or other equity securities of the Company (or rights to acquire any such shares) other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; and (iii) has not granted a proxy the sole right to any other Person to vote or dispose vote, sole power of the Shares that is currently effective; and (iv) holds the full disposition, sole power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, Section 3 and (B) sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Shares, with no material limitations, qualifications limitations qualification or restrictions on such rights, subject to applicable federal securities law and the terms of this Agreement. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. To the extent applicable, the execution, delivery and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Stockholder, 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 and the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder Stockholder, and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesprinciples (whether considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contractcontract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the such Stockholder is a party or by which the Shares such Stockholder or such Stockholder’s assets are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Orderorder, decree, statute, Lawlaw, rule or regulation applicable to the Stockholder or any of the Sharessuch Stockholder. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent Parent, Merger Sub One and Merger Sub Two as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder under this Agreement. The execution, delivery and consummate performance of this Agreement have been duly authorized by the transactions contemplated herebyStockholder. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Parent, Merger Sub One and Merger Sub Two, constitutes a valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms, subject to the effects (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent conveyanceand (ii) rules of law governing specific performance, reorganization, moratorium injunctive relief and other similar laws relating equitable remedies. The failure of the spouse, if any, of the Stockholder to be a party or affecting creditors’ 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. (b) The Securities and the certificates (or any book-entry notations used to represent any uncertificated shares of Company Common Stock) representing the Securities are now, and at all times during the term hereof will be, held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, and the Stockholder has valid title to the Securities, free and clear of any Liens (including voting trusts and voting commitments), except as would not limit the Stockholder’s ability to vote the Securities in the manner provided herein and except as provided by this Agreement. As of the date of this Agreement, the Stockholder does not own of record or beneficially any securities of the Company, or any options, warrants or rights generally exercisable for securities of the Company, other than the Securities set forth on 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 would not limit the Stockholder’s ability to vote the Securities in the manner provided herein and general equitable principlesexcept as otherwise contemplated by this Agreement or the Merger Agreement. (c) The (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 by the Stockholder, Stockholder and the performance by the Stockholder of his, her or its the Stockholder’s obligations hereunder under this Agreement and (ii) neither the consummation execution and delivery of this Agreement by the Stockholder nor the performance by the Stockholder of the transactions contemplated hereby do not and will not Stockholder’s obligations under this Agreement nor compliance by the Stockholder with any of the provisions hereof shall (ix) result in a violation or breach of, or constitute (with or without notice or lapse the creation of time or both) a default under, or conflict with an encumbrance on any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are bound, Securities or (iiy) subject to compliance with filing requirements as may be required under applicable securities lawsviolate any order, violatewrit, or require any consent, approval, or notice under, any provision of any judgment, Orderinjunction, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the SharesSecurities, 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) There As of the date hereof, there is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against or affecting the Stockholder at law or in equity Stockholder’s and/or any of its Affiliates before or by any Governmental Entity Authority that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or to consummate the transactions contemplated herebyhereby in a timely manner. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent Parent, Merger Sub One and Merger Sub Two are entering into the Merger Agreement in reliance upon the Stockholder’s execution, execution and delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder Each of the ------------------------------------------------- Stockholders hereby represents and warrants to Parent and Merger Sub Purchaser, severally and not jointly, as follows: (a) The Such Stockholder (i) is a holder of record and/or the beneficial owner of the shares of Common Stock (as defined 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 Rule 13d-3 under each case, by the Exchange Act) of, and has good and marketable title tocustodian of such Stockholder. On the date hereof, the Shares set forth on the signature page hereto, free and clear of any and opposite such Stockholder's name constitute all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than Shares owned by such Stockholder. Such Stockholder has the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person exclusive right to vote or dispose of (or exercise the Shares that is currently effective; and (ivvoting or disposition of) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the such Shares, with no material limitations, qualifications or restrictions on such rights. (b) The 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 the legal capacity and all requisite power and authority to execute and deliver enter into this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. hereby and has taken all corporate, partnership or other action necessary to authorize the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and authorized, validly executed and delivered by the such Stockholder and constitutes a the legal, valid and binding obligation of the such Stockholder, enforceable against such Stockholder enforceable in accordance with its terms, subject to the effects of except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting enforcement of creditors’ ' rights generally and by general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law). (cd) The execution and delivery of this Agreement by the Stockholdersuch Stockholder do not, and the performance by the such Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not not, (i) conflict with, result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, result in or conflict with give to any Contractperson any right of termination, trustcancellation, understandingmodification or acceleration of, arrangement or restriction result in the creation or imposition of any kind Lien upon any of the assets or properties of such Stockholder under, any of the terms, conditions or provisions of (A) the certificates of articles of incorporation or by laws (or other comparable charter documents) of such Stockholder or (B) (x) any Law or Order of any Governmental or Regulatory Authority applicable to such Stockholder or any of its respective assets or properties, or (y) any Contract to which the such Stockholder is a party or by which such Stockholder or any of its respective assets or properties is bound, excluding from the Shares are boundforegoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or 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 (ii) subject to compliance with require any filing requirements as may be required under applicable securities laws, violateby such Stockholder with, or require any consentpermit, approvalauthorization, consent or notice underapproval of, any provision of any judgment, Order, decree, statute, Law, rule Governmental or regulation applicable to the Stockholder Regulatory Authority or any of the Shares. (d) third party other than an amendment to Schedule 13D and Form 4 and/or Form 5. There is no Legal Action pending or, to 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 knowledge execution and delivery of this Agreement or the Stockholder, threatened in writing against the consummation by such Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No brokerThe 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, investment bankeror by a nominee or custodian for the benefit of such Stockholder, financial advisor free and clear of all Liens, proxies, voting trusts or other Person is entitled agreements or understandings or arrangements whatsoever, except for any such liens or proxies arising hereunder, and not subject to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement)preemptive rights. (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent Acquiror and Merger Sub the Company as to itself only as follows: (a) The Stockholder is the only record and “beneficial owner” (i) is a holder within the meaning of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good good, valid and marketable title to, the Shares set forth on the signature page heretoOwned Shares, free and clear of any and all liensLiens other than as created by, claimsor by which the Owned Shares are subject pursuant to, charges(i) this Agreement, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) the Company’s certificate of incorporation, (iii) the Company’s bylaws, (iv) the Terminating Agreements (iv) applicable Securities Laws. As of the date hereof, other than the Owned Shares, the Stockholder does not own, own of record or beneficially (and other than the Owned Shares and any Company Options and Company Warrants held by the Stockholder, as defined in Rule 13d-3 under the Exchange Act)applicable, directly or indirectly, does not own beneficially) any shares of capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to or any other Person to vote or dispose securities convertible into shares of capital stock of the Shares that is currently effective; and Company) or any interest therein. (ivb) holds the The Stockholder (i) except as provided in this Agreement, has full voting power, full power (A) to vote of disposition and dispose of and full power to issue instructions with respect to the matters set forth herein that the Stockholder is obligated to take, in each case, with respect to the Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, and (Biii) to agree to all has not granted a proxy or power of the matters set forth in this Agreement, in each case attorney with respect to all any of the SharesStockholder’s 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, with no material limitationsor would reasonably be expected to interfere with, qualifications or restrictions on such rightsprohibit or prevent Stockholder from satisfying, its obligations pursuant to this Agreement. (bc) The If the Stockholder is not an individual, 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 the legal capacity and all requisite corporate or other power and authority to execute and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a legally valid and binding obligation agreement of the Stockholder enforceable against the Stockholder in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles. (c) principles of equity. If the Stockholder is not an individual, the individual signing this Agreement on behalf of the Stockholder has the authority to execute and deliver this Agreement on behalf of the Stockholder. The execution Stockholder has taken all necessary action to authorize the execution, delivery and delivery performance of this Agreement by the Stockholder. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by 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 histhis Agreement or the consummation of the transactions contemplated hereby. (e) The execution, her or its obligations hereunder delivery and performance of this Agreement by the Stockholder do not, and the consummation by the Stockholder of the transactions contemplated hereby do not and will not not, constitute or result in (i) result in a breach or violation or breach of, or constitute a default under, the limited liability company agreement or similar governing documents of the Stockholder, (ii) with or without notice or notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, or conflict with any Contract, trust, understanding, arrangement or restriction the loss of any kind benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Stockholder pursuant to any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which the Stockholder is a subject or (iii) any change in the rights or obligations of any party or by which under any Contract legally binding upon the Shares are boundStockholder, or except, in the case of clause (ii) subject or (iii) directly above, as would not reasonably be expected to compliance with filing requirements as may be required under applicable securities laws, violate, prevent or require any consent, approval, materially delay or notice under, any provision of any judgment, Order, decree, statute, Law, rule impair the Stockholder’s ability to perform its obligations hereunder or regulation applicable to consummate the Stockholder or any of the Sharestransactions contemplated hereby. (df) There As of the date of this Agreement, there is no Legal Action action, proceeding or investigation pending against the Stockholder or, to the knowledge of the Stockholder, threatened in writing against the Stockholder, in any case, that challenges the beneficial or record ownership of the Stockholder’s Owned Shares, the validity of this Agreement or the performance by the Stockholder at law or of its obligations under this Agreement. (g) The Stockholder understands and acknowledges that Acquiror is entering into the Merger Agreement in equity before or by any Governmental Entity that would reasonably be expected to materially impair reliance upon the ability Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated herebycontained herein. (eh) No broker, investment banker, financial advisor broker, finder or other Person intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Acquiror or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made Contracts entered into by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub Acquiror as follows: (a) The Stockholder (i) is a holder the record or beneficial owner of the Company Shares (together with any Company Shares which such Stockholder may acquire of record and/or the or as a beneficial owner (as defined at any time in Rule 13d-3 under the Exchange Act) of, and has good and marketable title tofuture during the term of this Agreement, the Shares “Subject Shares”) set forth opposite such Stockholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, does not hold or have any beneficial ownership interest in any other Company Shares or any restricted stock, option (including any granted pursuant to the signature page heretoPlan), free and clear or warrant to acquire Company Shares or other right or security convertible into or exercisable or exchangeable for Company Shares. (b) The Subject Shares are not subject to any Liens or to any rights of any and all liensfirst refusal, claimsrights of first offer, charges, security interests, pledges or options, proxies, voting trusts or agreements, call option rights, understandings or arrangements redemption rights, or any other encumbrances whatsoever on titlesimilar rights, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under and the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) Stockholder has not granted a proxy to any other Person third party any such rights with respect to vote or dispose any such Subject Shares. All information set forth in Schedule I to this Agreement is accurate, correct and complete. (c) None of the Subject Shares that is currently effective; and (iv) holds the full power (A) are subject to vote and dispose any proxies, powers of and to issue instructions attorney, voting trust, voting agreement or any similar agreement with respect to the matters set forth in Section 3 hereof which have not been revoked or which will not be revoked in connection with this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (bd) The If the Stockholder is an entity, the Stockholder has the legal capacity and all requisite power and authority to or, if the Stockholder is an individual, has the legal capacity to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) The execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not have been duly authorized by all necessary action on the part of the Stockholder and no further action is required on the part of the Stockholder to authorize this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been validly executed and delivered by the Stockholder and, assuming due authorization, execution and delivery of this Agreement by Acquiror, constitutes the valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general. (e) The execution, delivery and performance by the Stockholder of this Agreement and the consummation of the transactions contemplated hereby will not Conflict with (i) result in a violation any provision of the charter or breach ofsimilar governing documents of the Stockholder, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which if the Stockholder is a party or by which the Shares are bound, an entity or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Orderorder, decree, statute, Lawlaw, ordinance, rule or regulation applicable to the Stockholder Subject Shares owned by Stockholder. No consent, approval, authorization, registration, license or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by permit from any Governmental Entity that would reasonably be expected to materially impair is required for the ability of performance by the Stockholder to perform his, her or of its obligations hereunder or consummate and the transactions consummation of the transaction contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to expressly contemplated by the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement and certain other agreements and materials distributed to the Stockholder with respect to the Merger and the other transactions contemplated by the Merger Agreement, and has carefully read and understands the scope and effect of the provisions of this Agreement, the Merger Agreement, and such other agreements and materials contemplated thereby and has discussed the foregoing with the Stockholder’s professional advisors (including legal counsel) to the extent the Stockholder has deemed necessary. The Stockholder has had an opportunity to review with his, her or its own advisors the legal, tax, financial and other consequences of the Merger and the transactions contemplated by this Agreement, the Merger Agreement and such other documents and information as the Stockholder has deemed appropriate to make his, her or its own analysis and decision to enter into this Agreement and any other agreements in connection with the Merger and the other transactions contemplated by the Merger Agreement to which the Stockholder is a party and to approve the Merger. The Stockholder understands and acknowledges agrees that Parent and Merger Sub are entering into (x) except as expressly set forth in this Agreement, none of Acquiror, the Company or any of their Affiliates or their respective Representatives is making any representation or warranty to the Stockholder of any kind, express, implied, or statutory, in connection with the Merger Agreement in reliance upon or the other transactions contemplated by the Merger Agreement, and (y) the Stockholder must rely solely on his, her or its advisors (including legal counsel) and must not rely (and is not entitled to rely) on any statements or representations or warranties made by Acquiror, the Company or any of their Affiliates or their respective Representatives. The Stockholder understands that the Stockholder (and not Acquiror, the Company, the Surviving Corporation, or any of their respective Affiliates) shall be responsible for the Stockholder’s execution, delivery and performance tax liability that may arise as a result of this the Merger or the other transactions contemplated by the Merger Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder the record or beneficial owner of the Company Shares (together with any Company Shares which such Stockholder may acquire of record and/or the or as a beneficial owner at any time in the future during the term of this Agreement, the “Subject Shares”) set forth opposite such Stockholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, does not hold or have any beneficial ownership interest in any other Company Shares or any performance based stock awards, restricted stock, options (including any granted pursuant to any Company Stock Plan) or warrants to acquire Company Shares, or other rights or securities convertible into or exercisable or exchangeable for Company Shares. (b) The Stockholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby and, if applicable, such transactions have been duly authorized by all necessary corporate, company, partnership or other action. (c) This Agreement has been validly executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, constitutes the valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and (ii) is subject to rules of law governing specific performance, injunctive relief and other equitable remedies and general principles of equity. (d) The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws, or other comparable charter or organizational documents, of Stockholder, if any, (ii) violate any Law applicable to Stockholder or the transactions contemplated herein or in the Acquisition Agreement, (iii) conflict with or violate or require any consent, approval, notice or other action by any Person under, constitute a default (with or without notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Stockholder is entitled under, any provision of any Contract binding on Stockholder or any of Stockholder’s properties or assets, including the Subject Shares or (iv) result in the imposition of any Encumbrance (as defined in Rule 13d-3 below) on any asset of Stockholder, including the Subject Shares. The consummation by the Stockholder of the transactions contemplated hereby will not (i) violate any provision of any judgment, order or decree applicable to such Stockholder or (ii) require any consent, approval, or notice under any statute, law, rule or regulation applicable to such Stockholder other than (x) as required under the Exchange ActAct and the rules and regulations promulgated thereunder, (y) ofwhere the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by such Stockholder of any of its obligations under this Agreement, or (z) the execution of this Agreement by the Stockholder’s spouse. (e) The Subject Shares and the certificates, if any, representing the Subject Shares owned by the Stockholder are now, and has good and marketable title toat all times during the term hereof will be, held by such Stockholder, by a nominee or custodian for the Shares set forth on benefit of such Stockholder or by the signature page heretodepository under the Offer, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rightsoptions, rights (other than community property interests), understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer transfer, or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for (i) except any such Encumbrances arising under applicable securities laws hereunder (in connection therewith any jurisdiction restrictions on transfer or arising hereunder; any other Encumbrances have been waived by appropriate consent), (ii) does not ownany rights, of record agreements, understandings or beneficially (as defined arrangements which represent a financial interest in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities cash received upon sale of the Company other than the Subject Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy any risk of forfeiture with respect to any other Person Company Shares granted to vote or dispose of the Shares that is currently effective; Stockholder under a Company Stock Plan, and (iv) holds Encumbrances imposed by federal or state securities laws (collectively, “Permitted Encumbrances”). Stockholder has, or will have control over the full Person who has, sole voting power, sole power (A) to vote and dispose of and disposition, sole power to issue instructions with respect to the matters set forth in this Agreementherein, and (B) full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares. For purposes of this Agreement, “control”, as used with no material limitationsrespect to any Person, qualifications shall mean the possession, directly or restrictions on indirectly, of the power to direct or cause the direction of the management and policies of such rightsPerson, whether through ownership of voting securities, by contract or otherwise. (bf) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation As of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) The execution and delivery date of this Agreement by the StockholderAgreement, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the Shares. (d) There there is no Legal Action Proceeding pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its Stockholder’s obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder on its own behalf hereby represents and warrants to Parent and Merger Sub UEDI as follows: (a) The Stockholder (i) is a holder of the record and/or the and beneficial owner (as defined in Rule 13d-3 under of the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on opposite the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose name of the Shares that is currently effective; and (iv) holds Stockholder on Schedule I to this Agreement. As of the full power (A) to vote and dispose date of and to issue instructions with respect to the matters set forth in this Agreement, and (B) the securities of the Company set forth opposite the name of the Stockholder on Schedule I to agree to this Agreement represent all of the matters set forth in this Agreement, in each case with respect to all shares of securities of the Shares, with no material limitations, qualifications Company owned (beneficially or restrictions on such rightsof record) by the Stockholder. (b) The Stockholder is a limited partnership duly organized, validly existing and in good standing under the laws the State of Delaware, and has the legal capacity and all requisite organizational power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement , and has been duly and validly executed and delivered by taken all necessary organizational action to authorize the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) The execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement. (c) This Agreement has been duly authorized, executed and delivered by the Stockholder. (d) This Agreement, assuming it constitutes a valid and binding obligation of UEDI, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (e) The execution, delivery and performance by the Stockholder of this Agreement does not require any consent, approval, authorization or permit of, action by, filing with or notification to any governmental authority or other third party, other than pursuant to the U.S. securities laws and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the Contemplated Transactions or the Stockholder’s ability to observe and perform its material obligations hereunder. (f) The Stockholder’s Subject 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, free and clear of all Liens. (g) The Stockholder understands and acknowledges that UEDI is entering into the Purchase Agreement in reliance upon Stockholder’s execution and delivery of this Agreement. (h) The Stockholder has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Contemplated Transactions.

Representations and Warranties of the Stockholder. The Stockholder Each Stockholders hereby represents and warrants to Parent Company, separately as to himself, herself, or itself only, and Merger Sub not jointly, as follows: (a) The a. Such Stockholder (i) is a holder of the only record and/or “beneficial owners” (within the beneficial owner (as defined in meaning of Rule 13d-3 under the Exchange Act) of, and such Stockholder has good good, valid and marketable title to, the Shares set forth on the signature page heretosuch Stockholder’s Covered Shares, free and clear of Liens other than as created by this Agreement or the organizational documents of Pubco (including, for the purposes hereof, any and all liensagreements between or among stockholders of Pubco). As of the date hereof, claimsother than such Stockholder’s Covered Shares, charges, security interests, pledges such Stockholder does not own beneficially or options, proxies, voting trusts or agreements, rights, understandings or arrangements of record any shares of capital stock of Pubco (or any other encumbrances whatsoever on title, transfer or exercise securities convertible into shares of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock of Pubco) or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; any interest therein. b. Such Stockholder (iiii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full voting power, full power (A) to vote of disposition and dispose of and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and (Biii) to agree to all has not granted a proxy or power of the matters set forth in this Agreement, in each case attorney with respect to all any of the Sharessuch Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, with no material limitationsor would interfere with, qualifications or restrictions on such rightsprohibit or prevent it from satisfying, its obligations pursuant to this Agreement. c. Such Stockholder affirms that (bi) The if such Stockholder is a natural person, he or she has all the legal capacity and all requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Stockholder is not a natural person, (A) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the such Stockholder and constitutes a valid and binding obligation agreement of the such Stockholders enforceable against such Stockholder enforceable in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (c) The execution d. Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement by the StockholderAgreement, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not or by the Merger Agreement. e. The execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Merger Agreement will not not, constitute or result in (i) result in a breach or violation or breach of, or constitute a default under, the limited liability company agreement or similar governing documents of such Stockholder (if such Stockholder is not a natural person), (ii) with or without notice or notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, or conflict with any Contract, trust, understanding, arrangement or restriction the loss of any kind benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Stockholder pursuant to any Contract binding upon such Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 5(d), under any applicable Law to which the such Stockholder is a subject or (iii) any change in the rights or obligations of any party or by which under any Contract legally binding upon such Stockholder, except, in the Shares are bound, or case of clause (ii) subject to compliance with filing requirements as may be required under applicable securities lawsor (iii) directly above, violatefor any such breach, violation, termination, default, creation, acceleration or require any consentchange that would not, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law individually or in equity before or by any Governmental Entity that would the aggregate, reasonably be expected to prevent or materially delay or impair the such Stockholder’s ability of the Stockholder to perform his, her or its obligations hereunder or to consummate the transactions contemplated hereby. (e) f. As of the date of this Agreement, there is no action, proceeding or investigation pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder that questions the beneficial or record ownership of such Stockholder’s Owned Shares, the validity of this Agreement or the performance by such Stockholder of its obligations under this Agreement. g. Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein. h. No broker, investment banker, financial advisor broker, finder or other Person intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which the Company or Pubco is or will be liable in connection with the transactions contemplated hereby such Stockholder’s execution, delivery or performance of this Agreement based upon arrangements made by or on behalf of the such Stockholder (other than in the Stockholder’s his, her or its capacity as an officer or director a stockholder of the Company and as disclosed pursuant to the Merger Agreement)Pubco. (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents represents, warrants and warrants covenants to Parent and Merger Sub Rubicon Project as follows: (a) The If the Stockholder is not an individual: (i) the execution, delivery and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby are within the powers of the Stockholder and have been duly authorized by all necessary action. The Stockholder has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Rubicon Project, this Agreement constitutes the Stockholder’s legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by the Enforceability Exceptions. (b) If the Stockholder is a holder an individual: (i) he or she has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. If the Stockholder is married and any of record and/or the beneficial owner Shares or New Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, valid, binding and enforceable, this Agreement has been duly executed and delivered by, and, assuming the due authorization, execution and delivery by Rubicon Project, constitutes the legal, valid and binding obligation of, the Stockholder’s spouse, enforceable in accordance with its terms except, in each case, as enforcement may be limited by the Enforceability Exceptions. (c) Unless any Shares or New Shares are Transferred in accordance with Section 2, the Shares are and the New Shares will be beneficially owned (as defined in Rule 13d-3 promulgated under the Exchange Act) ofand owned of record by the Stockholder. Unless any Shares or New Shares are Transferred in accordance with Section 2, the Stockholder has and has will have good and marketable valid title to, the to such Shares set forth on the signature page heretoand New Shares, free and clear of any and encumbrances other than pursuant to this Agreement. As of the date hereof, the Stockholder’s Shares constitute all liens, claims, charges, security interests, pledges of the shares of Telaria Common Stock beneficially owned or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, owned of record or beneficially by the Stockholder. Except as provided for herein, the Stockholder has sole voting power (including the right to control such vote as defined in Rule 13d-3 under the Exchange Actcontemplated herein), directly or indirectlysole power of disposition (except with respect to Shares underlying restricted stock awards issued to directors of Telaria), any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full sole power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreementherein, and (B) sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Shares and New Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (cd) The execution and delivery of this Agreement by the StockholderStockholder do not, and the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and under this Agreement will not not, (i) if the Stockholder is not an individual, violate the certificate of formation, agreement of limited partnership, certificate of incorporation or similar organizational documents of the Stockholder, (ii) conflict with or violate any law, ordinance or regulation of any Governmental Entity applicable to the Stockholder or by which any of its assets or properties is bound, or (iii) conflict with, result in a violation or any breach of, of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or conflict with give to others any Contractrights of termination, trustamendment, understandingacceleration or cancellation of, arrangement or restriction result in the creation of any kind encumbrance on the properties or assets of the Stockholder pursuant to, any note, bond, mortgage, indenture, contract (whether written or oral), agreement, lease, license, permit, franchise or other instrument or obligation to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of its assets or properties is bound, except for any of the Shares. (d) There is no Legal Action pending orforegoing as would not reasonably be expected, individually and in the aggregate, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis. (e) No brokerThe execution and delivery of this Agreement by the Stockholder do not, investment bankerand the performance by the Stockholder of his, financial advisor her or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require the Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity, other than the filings of any reports with the SEC. (f) As of the date hereof, there is no Action pending, or, to the knowledge of the Stockholder, threatened against or affecting the Stockholder or any of the Stockholder’s Affiliates before or by any Governmental Entity that would reasonably be expected to impair the ability of the Stockholder to perform his, her or its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (g) No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Rubicon Project or Telaria in respect of this Agreement based upon arrangements any arrangement or agreement made by or on behalf of the Stockholder (other than those made by the Stockholder on behalf of Telaria in the Stockholder’s capacity exercise of his or her duties as an officer or director of the Company and as disclosed pursuant to the Merger AgreementTelaria). (fh) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are Rubicon Project is entering into the Merger Agreement in reliance upon the Stockholder’s execution, execution and delivery and performance of this AgreementAgreement by the Stockholder and the representations, warranties and covenants of the Stockholder contained herein. The Stockholder understands and acknowledges that the Merger Agreement governs the terms of the Merger and the other transactions contemplated thereby.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent Ackrell and Merger Sub the Company as to itself as follows: (a) The Stockholder (i) is the only record and a holder of record and/or the beneficial owner (as defined in within the meaning of Rule 13d-3 under the Exchange Act) of, and has good good, valid and marketable title to, the Shares set forth on the signature page heretoOwned Shares, free and clear of any Liens other than as created by this Agreement and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities Permitted Liens. As of the Company date hereof, other than the Owned Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; Stockholder does not own beneficially or of record any shares of capital stock of Ackrell (iiior any securities convertible into shares of capital stock of Ackrell). (b) The Stockholder (i) except as provided in this Agreement, has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full voting power, full power (A) to vote of disposition and dispose of and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, and (Biii) to agree to all has not granted a proxy or power of the matters set forth in this Agreement, in each case attorney with respect to all any of the SharesStockholder’s 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, with no material limitationsor would interfere with, qualifications or restrictions on such rightsprohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (bc) The Stockholder (i) if a legal entity, is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization and has the legal capacity and all requisite corporate or other power and authority to execute and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby or (ii) if an individual, has legal competence and capacity to enter into this Agreement and all necessary authority to execute, deliver and perform the Stockholder’s its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation agreement of the Stockholder enforceable against the Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesRemedies Exceptions. (cd) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, and other than any pre-merger notification requirements under the HSR Act applicable to the Stockholder, 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, the consummation of the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement). (e) The execution execution, delivery and delivery performance of this Agreement by the StockholderStockholder do not, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) will not not, constitute or result in (i) result in if the Stockholder is a legal entity, a breach or violation or breach of, or constitute a default under, the certificate of incorporation, bylaws, limited liability company agreement or similar governing documents of the Stockholder, (ii) with or without notice or notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, or conflict with any Contract, trust, understanding, arrangement or restriction the loss of any kind benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on the Covered Shares (other than Permitted Liens) pursuant to any contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which the Stockholder is a party or by which the Shares are boundsubject, or (iii) any change in the rights or obligations of any party under any contract legally binding upon the Stockholder, except, in the case of clause (ii) subject or (iii) directly above, for any such breach, violation, termination, default, creation, loss, acceleration, Lien or change that would not, individually or in the aggregate, reasonably be expected to compliance with filing requirements as may be required prevent or materially delay or impair the Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable this Agreement that relate to the Stockholder or any provisions of the SharesBusiness Combination Agreement). (df) There As of the date of this Agreement, there is no Legal Action action, proceeding or, to the Stockholder’s knowledge, investigation pending against the Stockholder or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law that questions the beneficial or record ownership of the Stockholder’s Owned Shares, the validity of this Agreement or the performance by the Stockholder of its obligations under this Agreement. (g) The Stockholder understands and acknowledges that the Company is entering into the Business Combination Agreement in equity before or reliance upon the execution and delivery of this Agreement by any Governmental Entity that would reasonably be expected to materially impair the ability Stockholder and the representations, warranties, covenants and other agreements of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated herebycontained herein. (eh) No broker, investment banker, financial advisor broker, finder or other Person intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Ackrell, Merger Sub or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or or, to the knowledge of the Stockholder, on behalf of the Stockholder (Stockholder, other than than, for the avoidance of doubt, Ackrell’s engagement of any investment banker, broker, finder or other intermediary as set forth in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement)Ackrell Disclosure Schedule. (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub Purchaser as follows: (a) The Stockholder (i) is a holder of the record and/or the and beneficial owner of the shares of Common Stock (such shares, as defined in Rule 13d-3 under may be adjusted from time to time pursuant to Section 7, collectively with any shares of Common Stock which the Exchange Act) of, and has good and marketable title toStockholder may acquire at any time on or after the date hereof during the term of this Agreement, the Shares "SHARES") set forth opposite the Stockholder's name on the signature page hereto, free and clear Schedule I to this Agreement. For purposes of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and subject to Section 7, the term "Shares" does not include any option exercisable into Common Stock. Schedule I lists separately all options, warrants or other rights to purchase Common Stock issued to the Stockholder (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights"OPTIONS"). (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. . (c) This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects of except (i) as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating of general application affecting enforcement of creditors' rights generally, and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to or affecting creditors’ rights generally equitable defenses and general equitable principleswould be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and nor the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with with, any Contractcontract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares Stockholder or the Stockholder's assets are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, . The consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, Orderorder, decree, statute, Lawlaw, rule or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No brokerThe Shares and the certificates representing the Shares owned by the Stockholder are now, investment bankerand at all times during the term hereof will be, financial advisor held by the Stockholder, or other Person is entitled to any broker’s, finder’s, financial advisor’s by a nominee or other similar fee or commission in connection with custodian for the transactions contemplated hereby based upon arrangements made by or on behalf benefit of the Stockholder Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreementcollectively, "ENCUMBRANCES"), except for any such Encumbrances arising hereunder. (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent Acquiror and Merger Sub as follows: (a) The Stockholder (i) is a holder of the record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page heretoShares, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any community property interests, or Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectlybeneficially, any shares of capital stock or other equity securities of the Company or any option or warrant to acquire shares of capital stock of the Company or other right or security convertible into or exercisable for shares of capital stock of the Company, other than the SharesShares and, Company Stock Options and/or Company Stock Awards if applicable, the securities set forth on the signature page hereto; and (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) right to vote and dispose of and holds power to issue instructions with respect to all the matters set forth in this Agreement, power of conversion, power to demand appraisal rights and (B) power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities law and the terms of this Agreement. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesprinciples (whether considered in a proceeding in equity or at law). (c) The Neither the execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and nor the consummation by the Stockholder of the transactions contemplated hereby do not and nor compliance by the Stockholder with any provisions herein will not (i) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (x) as may be required under the HSR Act and (y) compliance with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (ii) violate, conflict with or result in a violation or breach of any provision of, or constitute require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with or without notice or lapse the giving of notice, the passage of time or both) otherwise, would constitute a default underor give rise to any such right) under any of the terms, conditions or conflict with provisions of any note, license, agreement, Contract, trust, understanding, arrangement indenture or restriction of any kind other instrument or obligation to which the Stockholder is a party or by which the Shares are boundparty, or (iiiii) subject to compliance with filing requirements as may be required under applicable securities lawsviolate any order, violatewrit, or require any consent, approval, or notice under, any provision of any judgment, Orderinjunction, decree, statute, Law, rule or regulation applicable to the Stockholder or by which any of the Shares. (d) There is no Legal Action pending ortheir respective assets are bound, to the knowledge of the Stockholderexcept as would not, threatened in writing against the Stockholder at law individually or in equity before or by any Governmental Entity that would the aggregate, reasonably be expected to prevent or materially impair delay the ability consummation of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub GMS as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite necessary power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder under this Agreement. The execution, delivery and consummate performance of this Agreement by the transactions contemplated herebyStockholder have been duly and validly authorized by the Stockholder. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by GMS, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects effect of any applicable bankruptcy, insolvency, insolvency (including all Laws relating to fraudulent conveyancetransfers), reorganization, moratorium and other or similar laws relating to or Laws affecting creditors’ rights generally and subject to the effect of general equitable principlesprinciples 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 represent any uncertificated shares of 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 Common Stock or any other capital stock of, or any other equity interests in, the Company, other than the Securities set forth in 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 otherwise already revoked. (c) The execution and delivery of this Agreement by the StockholderStockholder does not, and the performance of this Agreement by the Stockholder of hiswill not, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, authorization or notice underpermit of, or filing with or notification to, any provision Governmental Entity, or (ii) result in the creation of an Encumbrance on any judgmentof the Securities, Order, decree, statute, Law, rule or regulation conflict with or violate any Law applicable to the Stockholder or any of the SharesSecurities, except, with respect to clause (ii), for any such conflicts, violations or other occurrences that would not, or would not reasonably be expected to, prevent or materially impair or delay the ability of the Stockholder to perform its obligations hereunder. (d) The Stockholder understands and acknowledges that GMS is entering into the Purchase Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. (e) None of the information relating to the 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, (ii) the time of the Stockholder Meeting, (iii) Closing, 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 GMS to publish and disclose in the Proxy Statement any related filings under the securities laws of the United States 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) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity any of its Affiliates before or by any Governmental Entity that or any arbitrator involving the Company that, if adversely determined against the Stockholder or its applicable Affiliate, would, or would reasonably be expected to to, prevent or materially impair or delay the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated herebyhereunder. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub the Buyer as followsof the date hereof that: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (Stockholder has all requisite power and authority to execute, deliver and perform this Agreement, to appoint Parent and Acquisition Corp. as defined in Rule 13d-3 under its Proxy and to consummate the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; transactions contemplated hereby; (ii) does not ownthis Agreement has been duly executed and delivered by or on behalf of the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms; (iii) the Existing Shares of the Stockholder constitute all of the shares of Company Stock owned of record or beneficially (by the Stockholder as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and date hereof; (iv) holds the full Stockholder has sole voting power, sole power (A) to vote and dispose of and disposition, sole power to issue instructions with respect to the matters set forth in this Agreement, Section 1(a) and (B) sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the SharesExisting Shares of the Stockholder, and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1(a) and sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Subject Shares of the Stockholder as of the Effective Time, in each case with no material limitations, qualifications or restrictions on such rights., subject to applicable federal securities laws and the terms of this Agreement; (bv) The the Stockholder has good and valid title to the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Existing Shares of the Stockholder and constitutes a at all times during the term hereof and on the Effective Time will have good and valid and binding obligation title to the Subject Shares of the Stockholder enforceable Stockholder, in accordance with its termseach case, free and clear of all Liens, subject to applicable federal securities laws and the effects terms of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles.this Agreement; (cvi) The the execution and delivery of this Agreement by the StockholderStockholder does not, and the performance of this Agreement by the Stockholder of hiswill not, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) conflict with, violate, result in a violation or breach of, constitute a default (or constitute (an event that with or without notice or lapse of time or bothboth would become a default) a default under, or conflict with give to others any Contractrights of termination or cancellation, trustor result in the creation of a lien or encumbrance on any assets of the Stockholder, understandingincluding the Subject Shares, arrangement pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or restriction of any kind other instrument or obligation to which the Stockholder stockholder is a party or by which the Shares Stockholder or any of the Stockholder’s assets are bound, bound or (ii) subject conflict with or violate any law applicable to compliance with filing requirements as may be required under applicable securities lawsthe Stockholder; (vii) the execution and delivery of this Agreement by the Stockholder does not, violateand the performance of this Agreement by the Stockholder will not, or require any consent, approval, authorization or notice underpermit of, or filing with or notification to, any provision of governmental or regulatory authority (other than any judgmentnecessary filing under the HSR Act or the Exchange Act), Orderdomestic or foreign, decreeexcept where the failure to obtain such consents, statuteapprovals, Lawauthorizations or permits, rule or regulation applicable to make such filings or notifications, would not prevent or delay the performance by the Stockholder or any of the Shares.its obligations under this Agreement; and (dviii) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The ------------------------------------------------- Stockholder hereby represents and warrants to Parent and Merger Sub the Purchaser as follows: (a) The Stockholder (i) is a holder of the record and/or the and beneficial owner of approximately 438,000 shares of Common Stock (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title tomay be adjusted from time to time pursuant to Section 6 hereof, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act"Shares"), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights.. ------ (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. , and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by the Stockholder and constitutes a the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects of except (i) as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating of general application affecting enforcement of creditors' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to or affecting creditors’ rights generally equitable defenses and general equitable principleswould be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and nor the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with with, any Contractcontract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by bound or to which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, subject. Consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, Orderorder, decree, statute, Lawlaw, rule or regulation applicable to the Stockholder or any of the Shares. , except for any necessary filing under Securities Exchange Act of 1934, as amended (d) There is no Legal Action pending orthe "Exchange Act"), to or the knowledge ------------ Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Stockholder"HSR --- Act"), threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated herebystate takeover laws. (e) No brokerThe Shares and the certificates representing the Shares are now and at all times during the term hereof will be held by the Stockholder, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s by a nominee or other similar fee or commission in connection with custodian for the transactions contemplated hereby based upon arrangements made by or on behalf benefit of the Stockholder (Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other than in the Stockholder’s capacity as an officer encumbrances whatsoever, except for any such encumbrances or director of the Company and as disclosed pursuant to the Merger Agreement)proxies arising hereunder. (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent JRCC, as to the Company, itself and Merger Sub with respect to its Shares, as follows: (a) The Stockholder (i) is a holder Stockholder's Shares constitute all of record and/or the beneficial owner shares of Company Common Stock beneficially owned (as defined in Rule 13d-3 under Section 13(d)(3) of the Exchange Act) ofSecurities Act of 1934, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Actamended), directly or indirectly, any capital stock or other equity securities of the Company by Stockholder, other than the Shares, Company 2,200 shares of Common Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rightsowned by Xxx Xxxxxxxx. (b) The execution and delivery of this Agreement by Stockholder does not, and the performance by Stockholder of its obligations hereunder will not, constitute a violation of, conflict with, result in a default (or an event which, with notice or lapse of time or both, would result in a default) under, or result in the creation of any lien on any of Stockholder's Shares under (i) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Stockholder is a party or by which Stockholder is bound, (ii) any judgment, writ, decree, order or ruling applicable to Stockholder, or (iii) the organizational documents of such Stockholder, if applicable. (c) Stockholder has the legal capacity and all requisite full power and authority to execute execute, deliver and deliver perform this Agreement and to perform consummate the Stockholder’s obligations hereunder transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and except for the notices and filings referenced in paragraph (d) below, no other actions on the part of Stockholder are required in order to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming due authorization, execution and delivery by JRCC, constitutes a valid and binding obligation agreement of the Stockholder, enforceable against Stockholder enforceable in accordance with its terms, subject except to the effects of extent that enforceability may be limited by applicable bankruptcy, organization, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by general equitable principlesprinciples of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (cd) The Neither the execution and delivery of this Agreement by the Stockholder, nor the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation violate any order, writ, injunction or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind judgment applicable to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require violate any consent, approval, or notice under, any provision of any judgment, Orderlaw, decree, statute, Law, rule or regulation applicable to the Stockholder or require any of the Shares. (d) There is no Legal Action pending orconsent, to the knowledge of the Stockholderauthorization or approval of, threatened in writing against the Stockholder at law filing with or in equity before or by notice to, any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform hiscourt, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor administrative agency or other Person is entitled to any broker’sgovernmental body or authority, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer any required notices or director of the Company and as disclosed filings pursuant to the Merger Agreement)Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") or the federal securities laws. (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This hereunder; (b) this Agreement has been duly and validly executed and delivered by or on behalf of the Stockholder and (assuming this Agreement constitutes a valid and binding obligation agreement of Parent) constitutes a valid and binding agreement with respect to the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generally and general equitable principles.remedies generally; (c) The as of the Determination Date (as such term is defined in the Merger Agreement), the Stockholder owns of record the number of Shares indicated opposite such Stockholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever that would hurt or impair the Stockholders’ ability to perform its obligations hereunder (“Liens”), and, subject to laws pertaining to community property as contemplated by the following sentence, has sole or otherwise unrestricted, voting power with respect to such Shares, and none of the Shares are subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares, except as contemplated by this Agreement. If the Stockholder is a natural person, is married and the Shares constitute community property under applicable Law, Stockholder’s spouse has consented to the execution of this Agreement and has agreed to be bound by the terms and conditions hereof by executing a Spousal Consent in the form attached hereto as Exhibit A and incorporated herein by reference; (d) the execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of its obligations hereunder and the compliance by the Stockholder with any provisions hereof will not, violate or conflict with, result in a material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which the Stockholder is a party or by which the Stockholder is bound, or any law, statute, rule or regulation to which the Stockholder is subject or, in the event that the Stockholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the Stockholder, except as would not prevent or delay the performance by the Stockholder of his, her or its obligations hereunder under this Agreement in any material respect; and (e) the execution and the consummation delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the transactions contemplated hereby do Stockholder does not and will not (i) result in a violation or breach ofnot, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contract, trust, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, authorization or notice underpermit of, or filing with or notification to, any provision of any judgment, Order, decree, statute, Law, rule governmental or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of regulatory authority by the Stockholder, threatened in writing against except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger under this Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreementany material respect.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub the Company as to itself as follows: (a) The Stockholder is the only record and “beneficial owner” (i) is a holder within the meaning of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good good, valid and marketable title to, the Shares set forth on the signature page heretoCovered Shares, free and clear of Liens other than Liens as created by this Agreement, Liens to which the Covered Shares and Stockholder are subject pursuant to the Company Organizational Documents and Liens to which the Covered Shares and Stockholder are subject pursuant to any agreements between the Company and all liensthe Company Stockholders to be terminated in accordance with Section 9. As of the date hereof, claimsother than the Owned Shares, charges, security interests, pledges the Stockholder does not own beneficially or options, proxies, voting trusts or agreements, rights, understandings or arrangements of record any shares of capital stock of the Company (or any other encumbrances whatsoever on title, transfer securities exercisable for or exercise convertible into shares of capital stock of the Company) or any rights of interest therein. (b) The Stockholder is not a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction foreign person” or arising hereunder; (ii) does not own, of record or beneficially “foreign entity” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities Section 721 of the Company other than the SharesDefense Production Act of 1950, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; as amended, including all implementing regulations thereof). The Stockholder is not controlled, in whole or in part, by a “foreign person” (iii) has not granted a proxy to any other Person to vote or dispose as defined in Section 721 of the Shares that is currently effective; and Defense Production Act of 1950, as amended, including all implementing regulations thereof). (ivc) holds the The Stockholder (i) except as provided in this Agreement, has full voting power, full power (A) to vote of disposition and dispose of and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Stockholder’s Covered Shares, (ii) has not entered into any voting agreement, voting trust or other similar agreement arrangement or restriction with respect to any of the Stockholder’s Covered Shares other than this Agreement, and (Biii) has not granted a proxy or power of attorney with respect to agree any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, (iv) other than the Company Organizational Documents, is not party to any agreements or arrangements of any kind, contingent or otherwise, obligating the Stockholder to sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), any or all of the matters Stockholder’s Covered Shares or any interest therein, and (v) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would reasonably be expected to interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. Except as contemplated by the Transactions or as set forth in this Agreementthe Company Organizational Documents, in each case with respect no Person has any contractual or other right or obligation to all purchase or otherwise acquire any of the Stockholder’s Covered Shares, with no material limitations, qualifications or restrictions on such rights. (bd) The Stockholder has the legal full capacity and authority and has taken all requisite power action necessary in order to, execute, deliver and authority perform its obligations under this Agreement and to execute consummate the transactions contemplated hereby and deliver no other organizational proceedings on the part of the Stockholder are necessary to approve this Agreement and to perform the Stockholder’s its obligations hereunder and consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly authorized, executed and delivered by the Stockholder and, assuming the Agreement is the valid and legally binding agreement of each of the other parties hereto, constitutes a legal, valid and binding obligation agreement of the Stockholder enforceable against the Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesRemedies Exception. (ce) 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 or any other Person in connection with the execution, delivery and performance by the Stockholder of this Agreement and the consummation of the transactions contemplated hereby, in each case other than as contemplated hereby. (f) The execution execution, delivery and delivery performance of this Agreement by the StockholderStockholder do not, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) not, constitute or result in a violation or breach ofin, or constitute (with or without notice or notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, or conflict with any Contract, trust, understanding, arrangement or restriction the loss of any kind benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Stockholder, or the Covered Shares, pursuant to any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(e), under any Applicable Law to which the Stockholder is a party subject or by which any change in the Shares are bound, rights or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision obligations of any judgmentparty under any Contract legally binding upon the Stockholder, Orderexcept for any such breach, decreeviolation, statutetermination, Lawdefault, rule creation, acceleration or regulation applicable change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Stockholder Stockholder’s ability to perform its obligations hereunder or any of to consummate the Sharestransactions contemplated hereby. (dg) There As of the date of this Agreement, there is no Legal Action action, proceeding or investigation pending against the Stockholder or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law that questions the beneficial or in equity before record ownership of the Stockholder’s Owned Shares, the validity of this Agreement or the performance by any Governmental Entity the Stockholder of its obligations under this Agreement that seeks to delay or prevent the Stockholder from performing, or that would reasonably be expected to materially impair the ability of the Stockholder to perform hisperform, her or its obligations hereunder under this Agreement or to consummate the transactions contemplated herebyby this Agreement on a timely basis. (eh) No broker, investment banker, financial advisor broker, finder or other Person intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby and by the Merger Agreement based upon arrangements made by or or, to the knowledge of the Stockholder, on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Each Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Such Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under and the Exchange Act) only record owner of, and has good good, valid and marketable title to, the Shares set forth on the signature page heretosuch Stockholder’s Covered Shares, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements Liens other than as created by this Agreement or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of agreement entered into between such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities Stockholder and Parent. As of the Company date hereof, other than the Owned Shares and Owned Units, the Stockholder does not own beneficially or of record, and does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Company Class A Shares, Company Stock Options and/or Class B Shares, Company Stock Awards set forth on the signature page hereto; Series A Preferred Shares or Company Series B Preferred Shares (iii) has not granted a proxy to or any other Person to vote securities convertible into or dispose exchangeable or exercisable for any of the Shares that is currently effective; and foregoing) or any interest therein. (ivb) holds the Such Stockholder (i) except as provided in this Agreement, has full voting power, full power (A) to vote of disposition and dispose of and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or arrangement or voting trust with respect to any of such Stockholder’s Covered Shares that is inconsistent with its obligations pursuant to this Agreement, and (Biii) to agree to all has not granted a proxy, power of the matters set forth in this Agreement, in each case attorney or other authorization or consent with respect to all any of the Sharessuch Stockholder’s Covered Shares that is inconsistent with its obligations pursuant to this Agreement and (iv) has not entered into any Contract or other undertaking that is otherwise inconsistent with, with no material limitationsor would interfere with, qualifications or restrictions on prohibit or prevent such rightsStockholder from satisfying, its obligations pursuant to this Agreement. (bc) The To the extent such Stockholder is not a natural Person, such 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 the legal capacity and all requisite corporate or other power and authority to execute and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. To the extent such Stockholder is a natural Person, such Stockholder has full legal capacity and authority to enter into this Agreement and carry out its obligations hereunder. This Agreement has been duly and validly executed and delivered by the such Stockholder and, assuming this Agreement constitutes a legal, valid and binding obligation of Parent, constitutes a valid and binding obligation agreement of the such Stockholder enforceable against such Stockholder in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws Laws relating to or affecting creditors’ rights generally and general equitable principlesprinciples of equity. (cd) Other than the filings and reports pursuant to and in compliance with the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Entity in connection with the execution, delivery and performance by such Stockholder of this Agreement. (e) The execution execution, delivery and delivery performance of this Agreement by the Stockholder, the performance by the such Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do does not and will not constitute or result in (i) result in with respect to a Stockholder that is not a natural Person, a breach or violation or breach of, or constitute a default under, the limited partnership agreement, limited liability company agreement or similar governing documents of such Stockholder or (ii) with or without notice or notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, or conflict with any Contract, trust, understanding, arrangement or restriction the loss of any kind to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice benefit under, any provision the creation, modification, cancellation or acceleration (or the right of modification, cancellation or acceleration) of any judgment, Order, decree, statute, Law, rule obligations under or regulation applicable to the Stockholder or creation of a Lien on any of the properties, rights or assets (including the Covered Shares) of such Stockholder pursuant to any Contract binding upon such Stockholder or, assuming compliance with the matters referred to in Section 4(d), under any applicable Law to which such Stockholder is subject, except, in the case of clause (ii), for any such breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair such Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Mergers or the other transactions contemplated by the Merger Agreement. (df) There As of the date of this Agreement, there is no Legal Action action, proceeding or investigation pending against such Stockholder or, to the knowledge of the such Stockholder, threatened in writing against such Stockholder that questions the Stockholder at law beneficial or in equity before record ownership of such Stockholder’s Owned Shares or by any Governmental Entity Owned Units or the validity of this Agreement, or that would could reasonably be expected to prevent or materially impair the delay such Stockholder’s ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated herebyhereunder. (eg) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Such Stockholder understands and acknowledges that Parent and Merger Sub are is entering into the Merger Agreement in reliance upon the such Stockholder’s execution, execution and delivery and performance of this AgreementAgreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

Representations and Warranties of the Stockholder. The Stockholder Each Stockholder, solely in their capacity as such, hereby represents and warrants to Parent and Merger Sub as of the date hereof as follows: (a) The If the Stockholder (i) is a holder of record and/or an entity, the beneficial owner (as defined Stockholder is duly organized and validly existing and in Rule 13d-3 good standing under the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear Laws of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise its jurisdiction of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) organization. The Stockholder has the legal capacity and all requisite full power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate no additional proceedings or actions on the part of the Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. . (b) This Agreement has been duly and validly executed and delivered by or on behalf of the Stockholder and constitutes a valid and binding obligation of agreement with respect to the Stockholder, enforceable against the Stockholder enforceable in accordance with its terms, subject to the effects (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, fraudulent conveyance, reorganization, moratorium injunctive relief and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesremedies. (c) The Stockholder is the beneficial owner of the number of the Shares and the other rights to acquire (whether currently, upon lapse of time, following the satisfaction of any condition, upon the occurrence of any event or any combination of the foregoing) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of the number of Company Shares, in each case indicated opposite the Stockholder’s name on Schedule 1, which constitute all of the securities of the Company beneficially owned by the Stockholder or his or its Affiliates on the date hereof. The Shares are now, and at all times during the Support Period will be, held by the Stockholder (or a nominee or custodian for his or its benefit or a transferee pursuant to a Permitted Transfer), free and clear of any Liens (except for any Permitted Liens). The Stockholder has sole, and otherwise unrestricted, voting power with respect to such Shares, and none of the Shares are subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares, except as contemplated by this Agreement. (d) The execution and delivery of this Agreement by the StockholderStockholder does not, and the performance by the Stockholder of his, her his or its obligations hereunder and the consummation compliance by the Stockholder of the transactions contemplated hereby do not and with any provisions hereof will not (i) not, violate or conflict with, result in a violation or material breach of, of or constitute a material default (or an event that with or without notice or lapse of time or bothboth would become a material default) a default under, or conflict with give to others any Contractrights of termination, trustamendment, understandingacceleration or cancellation of, arrangement or restriction result in the creation of any kind Lien (except for any Permitted Liens) on any of the Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, lease, license, permit or other obligation or any Order to which the Stockholder is a party or by which the Shares are Stockholder is bound, or (ii) subject or, to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice underthe Stockholder’s knowledge, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable Law to which the Stockholder is subject, or, in the event that the Stockholder is a corporation, partnership, trust or other entity, any Organizational Document, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the SharesStockholder to perform his obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. (de) There The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder does not and will not, require any Permit of, or filing with or notification to, any Governmental Authority by the Stockholder except for applicable requirements, if any, of the Exchange Act. (f) As of the date hereof, there is no Legal Action Proceeding pending or, to the knowledge of the Stockholder, threatened in writing against or relating to the Stockholder at law that, individually or in equity before or by any Governmental Entity that the aggregate, would reasonably be expected to materially prevent, delay or impair the ability of the Stockholder to perform his, her his or its obligations hereunder or consummate the transactions contemplated herebyunder this Agreement. (eg) No broker, finder, investment bankerbank, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s ’s, transaction or other similar fee or commission in connection with the transactions contemplated hereby this Agreement based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s his or its capacity as an officer or director a stockholder of the Company and as disclosed pursuant to the Merger Agreement)Company. (fh) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, execution and delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub the Purchaser as follows: (a) The Stockholder (i) is a holder of the record and/or the or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) ofowner, and has good and marketable title to, the 2,835,234 Shares set forth on the signature page heretoand Company Options to purchase 235,000 Shares, free and clear of any and all liensliens (other than any liens imposed by E*Trade Financial or Xxxxxxxxx & Company due to the Stockholder’s margin trading activities which will not restrict the Stockholder’s ability to tender his Shares in the Offer as required by Section 3(a) hereof), claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer transfer, or exercise of any rights of a stockholder in respect of such Shares and Company Options (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder); (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectlybeneficially, any shares of capital stock or other equity securities of the Company (or rights to acquire any such shares) other than the Shares, Shares and the Company Stock Options and/or Company Stock Awards set forth on the signature page heretoin Section 1(a)(i); and (iii) has not granted a proxy the sole right to any other Person to vote or dispose vote, sole power of the Shares that is currently effective; and (iv) holds the full disposition, sole power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this AgreementSections 3, 4 and (B) 12 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities law and the terms of this Agreement. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder Stockholder, and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesprinciples (whether considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with any Contractcontract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the such Stockholder is a party or by which the Shares are such Stockholder is bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Orderorder, decree, statute, Lawlaw, rule or regulation applicable to the Stockholder or any of the Sharessuch Stockholder. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The ------------------------------------------------- Stockholder hereby represents and warrants to Parent Purchasers, as of the date hereof and Merger Sub as of the closing under the Company Purchase Agreement (the "Closing Date"), as ------------ follows: (a) The Stockholder (i) is a holder of record and/or the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good and marketable title to, the Shares set forth on the signature page hereto, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming due authorization, execution and constitutes delivery of this Agreement by Purchasers and the Company, is a valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms, except that (i) the enforceability hereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the effects discretion of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesthe court before which any proceeding therefor may be brought. (cb) The Neither the execution and delivery of this Agreement by the Stockholder, nor the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (i) conflict with, result in a violation or breach of, or constitute a default (or an event that, with or without notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration or result in the creation of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction or limitation (each, a default "Lien") on any Shares (collectively, a "Stockholder ---- ----------- Conflict") under, or conflict with (i) any Contractcontract, trustcommitment, agreement, understanding, -------- arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are Stockholder is bound, to the extent such Stockholder Conflict would be reasonably likely to affect the Stockholder's ability to consummate the transactions contemplated hereby or (ii) subject to compliance with filing requirements as may be required under applicable securities lawsany injunction, violate, or require any consent, approval, or notice under, any provision of any judgment, Orderwrit, decree, order or ruling applicable to the Stockholder, to the extent such Stockholder Conflict would be reasonably likely to affect the Stockholder's ability to consummate the transactions contemplated hereby. (c) To the knowledge of the Stockholder, neither the execution and delivery of this Agreement nor the performance by the Stockholder of its obligations hereunder will violate any law, decree, statute, Law, rule or regulation applicable to the Stockholder or require any of the Shares. (d) There is no Legal Action pending ororder, to the knowledge of the Stockholderconsent, threatened in writing against the Stockholder at law authorization or in equity before approval of, filing or by registration with, or declaration or notice to, any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform hiscourt, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor administrative agency or other Person is entitled to any broker’sgovernmental body or authority, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer any required notices or director of the Company and as disclosed filings pursuant to the Merger Agreement)Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") or the federal securities ------- laws. (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Parent, Merger Sub and the Company as follows: (a) a. The Stockholder (i) is a holder of the record and/or the and beneficial owner of the shares of the Company’s capital stock and/or stock options, convertible securities or warrants (as defined whether or not vested) to acquire shares of the Company’s capital stock, in Rule 13d-3 under each case in that number and class of shares of the Exchange Act) of, and has good and marketable title to, the Shares set forth Company’s capital stock appearing on the signature page Schedule A hereto, free and clear of any and all liens, adverse claims, charges, security interests, pledges charges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectivelynature whatsoever, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; and (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, own any capital stock or other equity securities of the Company other than the Shares, securities of the Company Stock Options and/or Company Stock Awards indicated on Schedule A hereto. b. Except as set forth on Schedule A, the signature page hereto; (iii) Stockholder has not granted a proxy the sole right to Transfer, vote and direct the voting of the Subject Shares, and none of the Subject Shares are subject to any voting trust or other Person to vote agreement, arrangement or dispose of the Shares that is currently effective; and (iv) holds the full power (A) to vote and dispose of and to issue instructions restriction with respect to the matters Transfer or voting of the Subject Shares, except for the Amended and Restated Voting Agreement dated as of March 4, 2003 or as set forth in this Agreement. c. The Stockholder (i) is, if not a natural person, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (Bii) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights. (b) The Stockholder has the legal capacity and all requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and Proxy, consummate the transactions contemplated herebyhereby and thereby and comply with the terms hereof and thereof. This The execution and delivery by the Stockholder of this Agreement and the Proxy, consummation by the Stockholder of the transactions contemplated hereby and thereby and compliance by the Stockholder with the provisions hereof and thereof have been duly authorized by all necessary corporate, company, partnership or other action on the part of the Stockholder, and no other corporate, company, partnership or other proceedings on the part of the Stockholder are necessary to authorize this Agreement and the Proxy, consummate the transactions contemplated hereby and thereby or comply with the provisions hereof or thereof. d. Each of this Agreement and the Proxy has been duly and validly executed and delivered by the Stockholder and Stockholder, constitutes a valid and binding obligation of the Stockholder and is enforceable against the Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. (c) e. The execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder and the Proxy, consummation by the Stockholder of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof do not and will not (i) conflict with, result in a any violation or breach of, of or constitute default (with or without notice or lapse of time time, or both) a default underunder any provision of: (i) the certificate of incorporation or by-laws, partnership agreement or conflict with limited liability company agreement (or similar organizational documents) of the Stockholder, if applicable; (ii) any Contract(A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case applicable to the Stockholder or its properties or assets or (iii) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Shares are bound, or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any consent, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated hereby. (e) No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder (other than in the Stockholder’s capacity as an officer or director of the Company and as disclosed pursuant to the Merger Agreement)assets are bound. (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder (i) is a holder of the record and/or the and beneficial owner (as defined in Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement) of, and has good and marketable title toof 6,662,682 shares of Common Stock (as may be adjusted from time to time pursuant to Section 7 hereof, the Shares set forth on "Shares"). Except for the signature page heretoShares, free and clear of any and all liens, claims, charges, security interests, pledges or options, proxies, voting trusts or agreements, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) the Stockholder does not own, of record beneficially own or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, have any capital stock or other equity right to acquire any securities of the Company other than Company, nor is the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; (iii) has not granted a proxy Stockholder subject to any other Person contract or understanding that obligates it to vote vote, acquire, or otherwise dispose of or transfer any interest in the Common Stock of the Company or the Shares or that is currently effective; and (iv) holds restricts its rights in the full power (A) to vote and dispose of and to issue instructions with respect to the matters set forth Shares in this Agreement, and (B) to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rightsany way. (b) The Stockholder is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has the legal capacity and all requisite corporate power and authority required to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with carry on its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesbusiness as now conducted. (c) The execution execution, delivery and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his, her or its obligations hereunder this Agreement and the consummation by the Stockholder of the transactions contemplated hereby do not are within the corporate power of Stockholder and have been duly and validly authorized by all necessary corporate action. Assuming that this Agreement constitutes the valid and binding obligation of Parent, Sub and BP, this Agreement constitutes the valid and binding agreement of the Stockholder, enforceable in accordance with its terms subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors, rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) Neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with with, any Contract, trust, understanding, arrangement contract or restriction understanding of any kind to which the Stockholder is a party or by which it is bound or to which the Shares are boundsubject, which in each of the foregoing cases would materially adversely affect Sub, the Purchaser or (ii) subject to compliance with filing requirements as may be required under applicable securities laws, the transactions contemplated hereby or by the Merger Agreement. Consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, approval or notice under, any provision of any judgment, Orderorder, decree, statute, Law, rule law or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, except for any necessary filing under the Exchange Act or the HSR Act, or any non-U.S. merger control or competition laws or any violation or consent, approval or notice the failure of which to obtain would not materially adversely affect Sub, the knowledge of the Stockholder, threatened in writing against the Stockholder at law Purchaser or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or consummate the transactions contemplated herebyhereby or by the Merger Agreement. (e) No brokerThe Shares and the certificates representing the Shares are now and at all times during the term hereof will be held by the Stockholder, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s by a nominee or other similar fee or commission in connection with custodian for the transactions contemplated hereby based upon arrangements made by or on behalf benefit of the Stockholder Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or any other encumbrances whatsoever (other than in the Stockholder’s capacity as an officer "Liens"), except for any Permitted Liens or director of the Company and as disclosed pursuant to the Merger Agreement). (f) The Stockholder has received and reviewed a copy of the Merger Agreementany arising hereunder. The Stockholder understands will transfer to Sub good title to the Shares, free and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance clear of this Agreementall Liens.

Representations and Warranties of the Stockholder. The Stockholder Each Stockholders hereby represents and warrants to Parent Company, separately as to himself, herself, or itself only, and Merger Sub not jointly, as follows: (a) The Such Stockholder (i) is a holder of the only record and/or “beneficial owners” (within the beneficial owner (as defined in meaning of Rule 13d-3 under the Exchange Act) of, and such Stockholder has good good, valid and marketable title to, the Shares set forth on the signature page heretosuch Stockholder’s Covered Shares, free and clear of Liens other than as created by this Agreement or the organizational documents of Pubco (including, for the purposes hereof, any and all liensagreements between or among stockholders of Pubco). As of the date hereof, claimsother than such Stockholder’s Covered Shares, charges, security interests, pledges such Stockholder does not own beneficially or options, proxies, voting trusts or agreements, rights, understandings or arrangements of record any shares of capital stock of Pubco (or any other encumbrances whatsoever on title, transfer or exercise securities convertible into shares of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under applicable securities laws in any jurisdiction or arising hereunder; (ii) does not own, of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, any capital stock of Pubco) or other equity securities of the Company other than the Shares, Company Stock Options and/or Company Stock Awards set forth on the signature page hereto; any interest therein. (iiib) Such Stockholder (i) has not granted a proxy to any other Person to vote or dispose of the Shares that is currently effective; and (iv) holds the full voting power, full power (A) to vote of disposition and dispose of and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and (Biii) to agree to all has not granted a proxy or power of the matters set forth in this Agreement, in each case attorney with respect to all any of the Sharessuch Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, with no material limitationsor would interfere with, qualifications or restrictions on such rightsprohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (bc) The Such Stockholder affirms that (i) if such Stockholder is a natural person, he or she has all the legal capacity and all requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Stockholder is not a natural person, (A) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations under this Agreement and to perform the Stockholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the such Stockholder and constitutes a valid and binding obligation agreement of the such Stockholders enforceable against such Stockholder enforceable in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (cd) The execution Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement by the StockholderAgreement, the performance by the Stockholder of his, her or its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby do not or by the Merger Agreement. (e) The execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Merger Agreement will not not, constitute or result in (i) result in a breach or violation or breach of, or constitute a default under, the limited liability company agreement or similar governing documents of such Stockholder (if such Stockholder is not a natural person), (ii) with or without notice or notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, or conflict with any Contract, trust, understanding, arrangement or restriction the loss of any kind benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Stockholder pursuant to any Contract binding upon such Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 5(d), under any applicable Law to which the such Stockholder is a subject or (iii) any change in the rights or obligations of any party or by which under any Contract legally binding upon such Stockholder, except, in the Shares are bound, or case of clause (ii) subject to compliance with filing requirements as may be required under applicable securities lawsor (iii) directly above, violatefor any such breach, violation, termination, default, creation, acceleration or require any consentchange that would not, approval, or notice under, any provision of any judgment, Order, decree, statute, Law, rule or regulation applicable to the Stockholder or any of the Shares. (d) There is no Legal Action pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder at law individually or in equity before or by any Governmental Entity that would the aggregate, reasonably be expected to prevent or materially delay or impair the such Stockholder’s ability of the Stockholder to perform his, her or its obligations hereunder or to consummate the transactions contemplated hereby. (ef) As of the date of this Agreement, there is no action, proceeding or investigation pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder that questions the beneficial or record ownership of such Stockholder’s Owned Shares, the validity of this Agreement or the performance by such Stockholder of its obligations under this Agreement. (g) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein. (h) No broker, investment banker, financial advisor broker, finder or other Person intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which the Company or Pubco is or will be liable in connection with the transactions contemplated hereby such Stockholder’s execution, delivery or performance of this Agreement based upon arrangements made by or on behalf of the such Stockholder (other than in the Stockholder’s his, her or its capacity as an officer or director a stockholder of the Company and as disclosed pursuant to the Merger Agreement)Pubco. (f) The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.