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 the Company as follows: (i) The Stockholder has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and constitutes a valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equitable principles. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iii) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Parent and Merger Sub as follows: (ia) The Stockholder has the all requisite power and authority to execute, execute and deliver and perform this Agreement and to consummate perform the transactions contemplated hereby. Stockholder’s obligations under this Agreement. (b) The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and and, assuming this Agreement constitutes a valid and legally binding obligation of Parent and Merger Sub constitutes a valid and binding obligation of the Stockholder, Stockholder enforceable against the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar Laws of general applicability relating to or Law affecting creditors’ rights generally, or by principles governing the availability of equitable remedies. The failure of the spouse, if any, of any Stockholder that is an individual, to be a party or signatory to this Agreement shall not (A) prevent the Stockholder from performing the Stockholder’s obligations contemplated hereunder or (B) prevent this Agreement from constituting the legal, valid and to general equitable principlesbinding obligation of the Stockholder in accordance with its terms. (iic) The Shares and the certificates (or any book-entry notations used to represent any uncertificated shares of Company Common Stock) representing the Shares 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 Shares, free and clear of any Liens (including voting trusts and voting commitments). As of the date hereofof this Agreement, all the Stockholder does not own of record or beneficially any Shares of the Company, or any options, warrants or rights exercisable for Shares of which the Stockholder is Company, other than the record and beneficial owner of are Shares set forth on Exhibit A hereto. The Stockholder has full power to vote the Shares as provided herein. Neither the Stockholder nor any of the Shares is subject to any voting trust, such Shares are free and clear proxy or other agreement, arrangement or restriction with respect to the voting or disposition of any liensthe Shares, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created except as otherwise contemplated by this Agreement or the Rollover Merger Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iiid) The (i) Other than filings required by the SEC or the New York Stock Exchange, 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 does not, and the performance of this Agreement by the Stockholder will not, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person by of the Stockholder, except ’s obligations under this Agreement and (xii) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with neither the execution and delivery of this Agreement and by the transactions contemplated hereby, or (z) that would be required Stockholder nor the performance by virtue the Stockholder of the businesses Stockholder’s obligations under this Agreement nor compliance by the Stockholder with any of the Company or Parent or their affiliates provisions hereof shall (as defined A) result in the Merger Agreement); creation of an encumbrance on any of the Shares or (B) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, noticewrit, injunction, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assetsShares, except in the cases case of (A) or (B) and (C) above where such conflicts for restrictions on transfer under the Securities Act of 1933, as amended or violations violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder to perform its obligations hereunder. (e) As of the date hereof, there is no Action pending or, to the knowledge of the Stockholder, threatened against or affecting the Stockholder and/or any of its Affiliates before or by any Governmental Authority that would reasonably be expected to prevent or materially impede or delay impair the consummation ability of the Merger Stockholder to perform its obligations hereunder or to consummate the other transactions contemplated by hereby in a timely manner. (f) The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement or in reliance upon the consummation Stockholder’s execution and delivery of the transactions contemplated by this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Parent as follows: (ia) The the Stockholder has the requisite full power and authority to execute, execute and deliver and perform this Agreement and to consummate perform the transactions contemplated hereby. The execution, delivery and performance of Stockholder’s obligations hereunder; (b) this Agreement by the Stockholder (assuming this Agreement constitutes a valid and the consummation binding agreement of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement Parent) has been duly executed and delivered by or on behalf of the Stockholder and constitutes a valid and legally binding obligation of agreement with respect to the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to 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 transfer, reorganization, moratorium insolvency and similar Laws of general applicability relating to or laws affecting creditors’ rights and to general equitable principles.remedies generally; (iic) As of the date hereof, all of the Shares of which the Stockholder is beneficially owns the record and beneficial owner number of are set forth Shares indicated opposite such Stockholder’s name on Exhibit A heretoSchedule 1, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges or other encumbrances or restrictions of any nature kind whatsoever (collectively, “EncumbrancesLiens”), other than Encumbrances created by this Agreement and has sole or the Rollover Agreementotherwise unrestricted, as applicablevoting power with respect to such Shares, and such none of the Shares are not subject to any preemptive right of any stockholder voting trust or other agreement, arrangement, or restriction with respect to the voting of the Company.Shares, except as contemplated by this Agreement; (iiid) The 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 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; and (e) 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, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or any other person regulatory authority by the Stockholder, except (x) as provided in the Merger Agreementfor applicable requirements, (y) filings with the SEC if any, of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with Act, and except where the execution and delivery of this Agreement and the transactions contemplated herebyfailure to obtain such consents, approvals, authorizations or permits, or (z) that would be required by virtue of the businesses of the Company to make such filings or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict withnotifications, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated performance by the Merger Stockholder of his, her or its obligations under this Agreement or the consummation of the transactions contemplated by this Agreementin any material respect.

Representations and Warranties of the Stockholder. The Stockholder hereby severally represents and warrants to the Company Parent as follows: (ia) The Stockholder has the requisite power full legal right and authority capacity to executeexecute and deliver this Agreement, deliver and to perform this Agreement his obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a the legal, valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. The failure of the spouse, subject if any, of the Stockholder to bankruptcybe a party or signatory to this Agreement shall not (a) prevent the Stockholder from performing the Stockholder's obligations and consummating the transactions contemplated hereunder or (b) prevent this Agreement from constituting the legal, insolvencyvalid and binding obligation of the Stockholder, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equitable principlesenforceable against the Stockholder in accordance with its terms. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iiib) The execution and delivery of this Agreement by the Stockholder does do not, and the performance of this Agreement by the Stockholder will not, not (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would become a default) under under, or give to others any provision right of termination, amendment, acceleration or cancellation of, or result in the certificate creation of incorporationa Lien or other encumbrance on the Stockholder's Shares pursuant to, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, concession, franchise or license; other instrument or (C) conflict with obligation or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) violate any Applicable Law. (c) The Stockholder owns of record and beneficially and has good and marketable title to, free and clear of any Lien, proxy, voting restriction, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than pursuant to this Agreement, and has the sole power to vote and full right, power and authority to sell, transfer and deliver, the number of Shares set forth on Exhibit A. (Cd) above where such conflicts or violations would not reasonably be expected The Stockholder has had access, prior to prevent or materially impede or delay the consummation execution of this Agreement, to the Merger or the other transactions contemplated by information he felt he needed and desired in connection with his evaluation of this Agreement and the Merger Agreement or and the consummation transactions contemplated hereby and thereby and has had, prior to the execution of this Agreement, the opportunity to ask questions of, and receive answers from, the Company and legal counsel concerning the terms and conditions of the transactions contemplated by this AgreementAgreement and the Merger Agreement and to obtain additional information necessary to assess the transactions contemplated hereby and thereby. (e) None of the information relating to the Stockholder and his affiliates provided by or on behalf of the Stockholder or his affiliates for inclusion in the Schedule 14D-9 the Offer Documents, or the Proxy Statement will, at the respective times the Schedule 14D-9, the Offer Documents, or the Proxy Statement are filed with the SEC or are first published, sent or given to stockholders of the Company, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company that, as followsof the date hereof: (ia) The Stockholder is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Stockholder has the all requisite power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution, execution and delivery and performance by the Stockholder of this Agreement by the Stockholder and the consummation performance of the transactions contemplated hereby its obligations hereunder have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a the legal, valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws affecting the enforcement of general applicability relating to or affecting creditors’ rights and generally or, as to enforceability, by general equitable principles. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iiic) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder its obligations hereunder will not, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, not constitute or result in any (i) a breach or violation of, or a default under, the Organizational Documents of the Stockholder or any Subsidiary of the Stockholder, (ii) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, or the creation of an Encumbrance on any of the assets of the Stockholder or any Subsidiary of the Stockholder (with or without notice or notice, lapse of time or both) under pursuant to, any provision ofagreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation binding upon the certificate Stockholder or any Subsidiary of incorporationthe Stockholder, by-laws or analogous documents (iii) conflict with, breach or violate any law applicable to the Stockholder or by which its properties are bound or affected, except, in the case of clause (ii) or (iii) above, for any breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably be likely to impair in any material respect the ability of the Stockholder or any other agreement to which Subsidiary of the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by perform its obligations under this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Parent as follows: (i) The Stockholder has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. a. This Agreement has been duly and validly executed and delivered by or on behalf of the Stockholder and and, assuming it constitutes a valid and legally binding obligation agreement of Parent, constitutes a legal, valid and binding agreement of the Stockholder, Stockholder enforceable against the Stockholder in accordance with its terms, subject to except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar Laws of general applicability laws now or hereafter in effect relating to or affecting creditors’ ' rights generally and to general equitable principles. (ii) As general principles of the date hereof, all equity (regardless of the Shares of which the Stockholder whether enforceability is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”considered in a proceeding in equity or at law), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iii) b. The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, breach of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) under under, or give to others any provision rights of termination, amendment, acceleration or cancellation of, or result in the certificate creation of incorporation, by-laws a lien or analogous documents encumbrance on any of the Stockholder or Voting Agreement Shares pursuant to, any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, concession, franchise or license; other instrument or (C) conflict with obligation to which the Stockholder is a party or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to by which the Stockholder or to any the Voting Agreement Shares are bound or affected, except, in the case of each of the Stockholder’s property foregoing, for any such conflicts, violations, breaches, defaults or assets, except in the cases of (B) and (C) above where such conflicts or violations other occurrences which would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated performance by the Merger Stockholder of its obligations under this Agreement or the consummation transactions contemplated hereby. c. As of the transactions contemplated by this Agreementdate hereof, the Stockholder is the record owner of the Voting Agreement Shares and has the right to vote or direct the 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 not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Voting Agreement Shares.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company as followsMcKesson and Merger Sub that: (i) The Shares listed on Annex A opposite the Stockholder's name are the only shares of AmeriSource Common Stock owned of record or beneficially by the Stockholder or in which the Stockholder has any interest; (ii) such Shares are now and at all times during the requisite term of this Agreement will be owned by the Stockholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Stockholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of AmeriSource Common Stock except as set forth in Annex A. (b) The Stockholder has full right, power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance perform all of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. his obligations hereunder. (c) This Agreement has been duly and validly executed and delivered by or on behalf of the Stockholder and constitutes represents a valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equitable principles. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iiid) The execution execution, delivery and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (A) require any consent, approval, authorization or permit not constitute a violation of, or filing conflict with or notification to, any Governmental Entity or any other person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in a default under (i) any violation ofcontract, understanding or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement arrangement to which the Stockholder is a partyparty or by which the Stockholder is bound or require the consent of any other person or any party pursuant thereto, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (Cii) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule decree or regulation order applicable to the Stockholder Stockholder, or to (iii) any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this AgreementApplicable Law.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Parent as follows: (ia) The the Stockholder has the requisite full power and authority to execute, execute and deliver and perform this Agreement and to consummate perform the transactions contemplated hereby. The execution, delivery and performance of Stockholder’s obligations hereunder; (b) this Agreement by the Stockholder (assuming this Agreement constitutes a valid and the consummation binding agreement of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement Parent) has been duly executed and delivered by or on behalf of the Stockholder and constitutes a valid and legally binding obligation of agreement with respect to the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to 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 transfer, reorganization, moratorium insolvency and similar Laws of general applicability relating to or laws affecting creditors’ rights and to general equitable principlesremedies generally. (iic) As the Stockholder does not beneficially own any share of common stock of the date hereof, all Company that it does not hold of record or own any share of common stock of the Shares of which Company through its Affiliates, and the Stockholder is the record and beneficial owner of are set forth the number of Shares indicated opposite such Stockholder’s name on Exhibit A hereto, such Shares are Schedule 1 free and clear of any liens, claims, encumbrances, mortgages, security interests and charges or other encumbrances or restrictions of any nature kind whatsoever (collectively, “EncumbrancesLiens”), other than Encumbrances created by this Agreement and has sole or the Rollover Agreement, as applicableshared, and otherwise unrestricted, voting power with respect to such Shares and none of the Shares are not subject to any preemptive right of any stockholder voting trust or other agreement, arrangement, or restriction with respect to the voting of the CompanyShares, except as contemplated by this Agreement. (iiid) The the execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of his, her or 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 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. (e) 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, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or any other person regulatory authority by the StockholderStockholder 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 of his obligations under this Agreement in any material respect. (xf) as provided in the Merger AgreementNo broker, (y) filings with the SEC of such reports investment banker, financial advisor, finder, agent or other furnished Person is entitled to any broker’s, finder’s, financial adviser’s or filed materials under the Exchange Act as may be required other similar fee or commission in connection with this Agreement based upon arrangements made by or on behalf of the Stockholder in his or her capacity as such. (g) the Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. (h) Stockholder agrees that Stockholder will not in Stockholder’s capacity as a Stockholder of the Company 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 transactions contemplated herebyexecution of the Merger Agreement, or (z) that would be required by virtue the approval of the businesses Merger Agreement by the Board of Directors of the Company, breaches any fiduciary duty of the Board of Directors of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreementmember thereof.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Parent and Merger Sub as follows: (ia) The Stockholder or one or more of its affiliates is the sole beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good 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) The Shares constitute all of the securities (as defined in Section 3(a)(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) The Stockholder has the requisite power and authority legal capacity to execute, deliver and perform the Stockholder’s obligations under this Agreement. The Stockholder has duly 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. (d) No consents or approvals of, or registrations with, any Governmental Entity or with any third party are required to consummate be made or obtained by the transactions contemplated hereby. Stockholder in connection with the execution, delivery or performance by the Stockholder of this Agreement. (e) The execution, delivery and performance of this Agreement by the Stockholder does not and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and constitutes will not constitute a valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equitable principles. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear violation of any liensLaw or any judgment, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement decree or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iii) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (A) require any consent, approval, authorization or permit oforder, or filing conflict with or notification toany contract, any Governmental Entity or any other person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports agreement or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated herebyobligation, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property properties (or assets, except in the cases of (Bits affiliates thereof) and (C) above where such conflicts is subject or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreementbound.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Parent as follows: (i) The Stockholder has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. a. This Agreement has been duly and validly executed and delivered by or on behalf of the Stockholder and and, assuming it constitutes a valid and legally binding obligation agreement of Parent, constitutes a legal, valid and binding agreement of the Stockholder, Stockholder enforceable against the Stockholder in accordance with its terms, subject to except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar Laws of general applicability laws now or hereafter in effect relating to or affecting creditors’ ' rights generally and to general equitable principles. (ii) As general principles of the date hereof, all equity (regardless of the Shares of which the Stockholder whether enforceability is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”considered in a proceeding in equity or at law), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iii) b. The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, breach of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) under under, or give to others any provision rights of termination, amendment, acceleration or cancellation of, or result in the certificate creation of incorporation, by-laws a lien or analogous documents encumbrance on any of the Stockholder or Voting Agreement Shares pursuant to, any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, concession, franchise or license; other instrument or (C) conflict with obligation to which the Stockholder is a party or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to by which the Stockholder or to any the Voting Agreement Shares are bound or affected, except, in the case of each of the Stockholder’s property foregoing, for any such conflicts, violations, breaches, defaults or assets, except in the cases of (B) and (C) above where such conflicts or violations other occurrences which would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated performance by the Merger Stockholder of its obligations under this Agreement or the consummation transactions contemplated hereby. c. As of the transactions contemplated by this Agreementdate hereof, the Stockholder is the record owner of the Voting Agreement Shares and has the right to vote or direct the 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 not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Voting Agreement Shares.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company as follows: (ia) The the Stockholder has the requisite full power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of perform the Stockholder. This ’s obligations hereunder; (b) this Agreement has been duly executed and delivered by or on behalf of the Stockholder and (assuming this Agreement constitutes a valid and legally binding obligation agreement of the Company) constitutes a valid and binding agreement with respect to the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to 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 transfer, reorganization, moratorium insolvency and similar Laws of general applicability relating to or laws affecting creditors’ rights and to general equitable principles.remedies generally; (iic) As of the date hereof, all of the Shares of which the Stockholder is beneficially owns the record and beneficial owner number of are set forth Shares indicated opposite such Stockholder’s name on Exhibit A heretoSchedule 1, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges or other encumbrances or restrictions of any nature kind whatsoever (collectively, “EncumbrancesLiens”), other than Encumbrances created by this Agreement and has sole or the Rollover Agreementotherwise unrestricted, as applicablevoting power with respect to such Shares, and such none of the Shares are not subject to any preemptive right of any stockholder voting trust or other agreement, arrangement, or restriction with respect to the voting of the Company.Shares, except as contemplated by this Agreement; (iiid) The the execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of his 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 (e) 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, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or any other person regulatory authority by the Stockholder, except (x) as provided in the Merger Agreementfor applicable requirements, (y) filings with the SEC if any, of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with Act, and except where the execution and delivery 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 obligations under this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation ofmaterial respect; and (f) except for the Consent of Spouse attached hereto as Exhibit A, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any no consent of the Stockholder’s property spouse is necessary under any “community property” or assets, except other laws in order for the cases of (B) Stockholder to enter into and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by perform its obligations under this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company as follows: (i) The Stockholder has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and constitutes a valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equitable principles. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of owns or has voting control over are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Investment Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iii) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Parent as follows: (ia) The the Stockholder has the requisite power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of perform the Stockholder. This 's obligations hereunder; (b) this Agreement has been duly executed authorized, executed, and delivered by or on behalf of the Stockholder and and, assuming this Agreement constitutes a valid and legally binding agreement of Parent, constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to 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 transfer, reorganization, moratorium and similar Laws of general applicability relating to or laws affecting creditors’ ' rights and to general equitable principles.remedies generally; (iic) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are except as set forth on Exhibit A heretoSchedule 1, the Stockholder beneficially owns the number of Shares indicated opposite such Shares are Stockholder's name on Schedule 1, and will own any New Shares, free and clear of any liens, claims, encumbrancescharges, mortgages, security interests and charges or other encumbrances or restrictions of any nature kind whatsoever (collectively, “EncumbrancesLiens”), other than Encumbrances created by this Agreement and has sole or the Rollover Agreement, as applicableshared, and otherwise unrestricted, voting power with respect to such Shares are not and none of the Shares is subject to any preemptive right of any stockholder voting trust or other agreement, arrangement, or restriction with respect to the voting of the Company.Shares, except as contemplated by this Agreement; (iiid) The the Stockholder does not beneficially own, or otherwise have any right to acquire, any securities of the Company except as set forth on Schedule 1, which Schedule 1 shall be updated as necessary to reflect any New Shares acquired by the Stockholder from time to time; (e) the execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of the Stockholder's obligations hereunder and the compliance by the Stockholder with any provisions hereof will not, violate or conflict with; result in a material breach of; constitute a default (or an event that with notice or lapse of time or both would become a material default) under; 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; any order, arbitration award, judgment, or decree to which the Stockholder is a party or by which the Stockholder is bound; any law, statute, rule, or regulation to which the Stockholder is subject; or, if the Stockholder is a corporation, partnership, trust, or other entity, any bylaw or other organizational document of the Stockholder; and (f) 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, (A) require any consent, approval, authorization authorization, or permit of, or filing with or notification to, any Governmental Entity governmental or any other person regulatory authority by the StockholderStockholder except for applicable requirements, except (x) as provided in the Merger Agreementif any, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with Act, and except where the execution and delivery of this Agreement and the transactions contemplated herebyfailure to obtain such consents, approvals, authorizations, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict withpermits, or result in any violation ofto make such filings or notifications, would not prevent or default (with or without notice or lapse of time or both) under any provision of, delay the certificate of incorporation, by-laws or analogous documents of performance by the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except 's obligations under this Agreement in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreementany material respect.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Parent as follows: (ia) The the Stockholder has the requisite full power and authority to execute, execute and deliver and perform this Agreement and to consummate perform the transactions contemplated hereby. The execution, delivery and performance of Stockholder’s obligations hereunder; (b) this Agreement by the Stockholder (assuming this Agreement constitutes a valid and the consummation binding agreement of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement Parent) has been duly executed and delivered by or on behalf of the Stockholder and constitutes a valid and legally binding obligation of agreement with respect to the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to 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 transfer, reorganization, moratorium insolvency and similar Laws of general applicability relating to or laws affecting creditors’ rights and to general equitable principles.remedies generally; (iic) As of the date hereof, all of the Shares of which the Stockholder is beneficially owns the record and beneficial owner number of are set forth Shares indicated opposite such Stockholder’s name on Exhibit A heretoSchedule 1, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges or other encumbrances or restrictions of any nature kind whatsoever (collectively, “EncumbrancesLiens”), other than Encumbrances created by this Agreement and has sole or the Rollover Agreement, as applicableshared, and otherwise unrestricted, voting power with respect to such Shares, and none of the Shares are not subject to any preemptive right of any stockholder voting trust or other agreement, arrangement, or restriction with respect to the voting of the Company.Shares, except as contemplated by this Agreement; (iiid) The the execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of his, her or 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 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; and (e) 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, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or any other person regulatory authority by the Stockholder, except (x) as provided in the Merger Agreementfor applicable requirements, (y) filings with the SEC if any, of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with Act, and except where the execution and delivery of this Agreement and the transactions contemplated herebyfailure to obtain such consents, approvals, authorizations or permits, or (z) that would be required by virtue of the businesses of the Company to make such filings or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict withnotifications, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated performance by the Merger Stockholder of his, her or its obligations under this Agreement or the consummation of the transactions contemplated by this Agreementin any material respect.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company as followsForest Entities that: (ia) The Stockholder is an entity duly organized, validly existing and in good standing under the laws of its state of formation or organization. (b) The Stockholder has the requisite limited liability company power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution, execution and delivery and performance by the Stockholder of this Agreement and the performance of its obligations hereunder have been duly and validly authorized by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action no other limited liability company proceedings on the part of the Stockholder. Stockholder are necessary to authorize this Agreement. (c) This Agreement has been duly executed and delivered by or on behalf of the Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Forest Parties, constitutes a the valid and legally binding obligation agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditorsexcept as such enforceability may be limited by Creditors’ rights and to general equitable principlesRights. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iiid) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder its obligations hereunder does not and will not, : (Ai) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation ofbreach of any provision of the organizational documents of the Stockholder; (ii) constitute a default (or an event that with notice or passage of time or both would give rise to a default) under, or default give rise to any right of termination, cancellation, amendment or acceleration (with or without notice the giving of notice, or lapse the passage of time time, or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder terms, conditions or provisions of any other agreement Contract to which the Stockholder is a party, including party or by which any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan property or credit agreement, note, bond, mortgage, indenture, lease asset of the Stockholder is bound or other agreement, instrument, permit, concession, franchise affected; (iii) violate any Law to which Stockholder is subject or licenseby which any of its properties or assets is bound; or (Civ) conflict constitute (with or violate any judgmentwithout the giving of notice or the passage of time, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except both) an event which would result in the cases creation of any Encumbrance (Bother than Permitted Encumbrances) on any asset of any Forest Entity, except, in the case of clauses (ii), (iii) and (C) above where iv), for such conflicts defaults or rights of termination, cancellation, amendment, acceleration, violations or Encumbrances that would not not, individually or in the aggregate, reasonably be expected likely to prevent or materially impede or delay impair in any material respect the consummation ability of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by Stockholder to perform its obligations under this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Seller as follows: (i) The Stockholder has the requisite limited liability company power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and constitutes a valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to except that such enforceability may be limited by (x) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or laws affecting creditors’ ' rights generally and to general (y) equitable principlesprinciples which may limit the availability of certain equitable remedies (such as specific performance) in certain instances. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “"Encumbrances”"), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iii) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person Person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s 's property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby severally represents and warrants to the Company Parent as follows: (ia) The Stockholder has the requisite power full legal right and authority capacity to executeexecute and deliver this Agreement, deliver and to perform this Agreement its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a the legal, valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equitable principles. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iiib) The execution and delivery of this Agreement by the Stockholder does do not, and the performance of this Agreement by the Stockholder will not, not (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would become a default) under under, or give to others any provision right of termination, amendment, acceleration or cancellation of, or result in the certificate creation of incorporationa Lien or other encumbrance on the Stockholder's Shares pursuant to, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other contract, agreement, instrumentlease, license, permit, concession, franchise or license; other instrument or (C) conflict with obligation or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) violate any Applicable Law. (c) The Stockholder owns of record and beneficially and has good and marketable title to, free and clear of any Lien, proxy, voting restriction, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than pursuant to this Agreement, and has the sole power to vote and full right, power and authority to sell, transfer and deliver, the number of Shares set forth on Exhibit A. (Cd) above where such conflicts or violations would not reasonably be expected The Stockholder has had access, prior to prevent or materially impede or delay the consummation execution of this Agreement, to the Merger or the other transactions contemplated by information it felt it needed and desired in connection with its evaluation of this Agreement and the Merger Agreement or and the consummation transactions contemplated hereby and thereby and has had, prior to the execution of this Agreement, the opportunity to ask questions of, and receive answers from, the Company and legal counsel concerning the terms and conditions of the transactions contemplated by this AgreementAgreement and the Merger Agreement and to obtain additional information necessary to assess the transactions contemplated hereby and thereby. (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 Schedule 14D-9 the Offer Documents, or the Proxy Statement will, at the respective times the Schedule 14D-9, the Offer Documents, or the Proxy Statement are filed with the SEC or are first published, sent or given to stockholders of the Company, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company as follows: (ia) The Stockholder is the record or beneficial owner of, the Covered Shares, free and clear of any pledges, claims, liens, charges, options, rights of first refusal, encumbrances or security interests of any kind or nature whatsoever (including any limitation on voting, sale, transfer or other disposition or exercise of any other attribute of ownership) (collectively, “Liens”) other than as created by this Agreement, applicable federal securities laws and the Stockholder’s Organizational Documents. The Stockholder holds sole voting power, sole power of disposition, 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 such Covered Shares, with no 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, the Stockholder and its Affiliates do not own beneficially or of record any (i) Company Shares or other voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for Company Shares or other voting securities of the Company or (iii) options or other rights to acquire from the Company any Company Shares, other voting securities or securities convertible into or exchangeable for Company Shares or other voting securities of the Company. (b) The Stockholder is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the all requisite power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution, delivery and performance of this Agreement by the Stockholder, the performance by the Stockholder of its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action the Stockholder and no other actions or proceedings on the part of the StockholderStockholder 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 or on behalf of the Stockholder and, assuming due authorization, execution and delivery by Parent and the Company, constitutes a legal, valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar Laws of general applicability relating to or laws affecting creditors’ rights generally and to by general equitable principlesprinciples of equity (regardless of whether considered in a proceeding in equity or at law). (iic) As Except for the applicable requirements of the date hereofExchange Act (i) no filing with, all and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of the Shares of which Stockholder for the Stockholder is the record execution, delivery and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iii) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will notor the consummation by the Stockholder of the transactions contemplated hereby and (ii) 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) require any consent, approval, authorization or permit of, or filing conflict with or notification toviolate, any Governmental Entity or any other person by provision of the Organizational Documents of the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any breach or violation of, or constitute a default (or an event which, with or without notice or lapse of time or both, would become a default) under under, or give to others any provision rights of termination, amendment, acceleration or cancellation of, or result in the certificate creation of incorporation, by-laws a Lien on such property or analogous documents asset of the Stockholder or pursuant to, any other agreement Contract to which the Stockholder is a party, including party or by which the Stockholder or any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan property or credit agreement, note, bond, mortgage, indenture, lease asset of the Stockholder is bound or other agreement, instrument, permit, concession, franchise or license; affected or (C) conflict with or violate any judgment, order, noticewrit, injunction, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property properties or assets, except except, in the cases case of clause (B) and or (C) above where such conflicts ), for breaches, violations or violations defaults that would not reasonably be expected to prevent not, individually or in the aggregate, materially impede or delay impair the consummation ability of the Merger Stockholder to perform its obligations hereunder. (d) As of the date hereof, there is no Legal Proceeding pending against the Stockholder or, to the knowledge of the Stockholder, threatened against the Stockholder that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by the Stockholder of its obligations under this Agreement. (e) Except as provided in the Merger Agreement or the Company Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission for which the Company or its Subsidiaries would be liable or responsible following the Closing in connection with the transactions contemplated by the Merger Agreement or the consummation this Agreement based upon arrangements made by or on behalf of the transactions contemplated by Stockholder. (f) The Stockholder understands and acknowledges that the Company, Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this AgreementAgreement and the representations and warranties of the Stockholder contained herein.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Acquisition Sub as follows: (ia) The Stockholder has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and constitutes is a legal, valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws . There is no beneficiary or holder of general applicability relating to a voting trust certificate or affecting creditors’ rights and to general equitable principles. (ii) As other interest of the date hereof, all of the Shares any trust of which the Stockholder is trustee whose consent is required for the record execution and beneficial owner delivery of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder consummation by the Stockholder of the Companytransactions contemplated hereby. (iiib) The execution and delivery of this Agreement by the Stockholder does do not, and the performance of this Agreement by the Stockholder will not, (Ai) conflict with or violate any federal, state, local or foreign law, statute, ordinance, rule, regulation, permit, injunction, writ, judgment, decree or order (collectively, "LAWS") of any domestic or foreign administrative, governmental or regulatory agency or other governing body (each, a "GOVERNMENTAL ENTITY") applicable to the Stockholder or by which any of the Stockholder's assets are bound, or (ii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Encumbrance (as hereinafter defined) on any of the assets of the Stockholder pursuant to, any contract or other instrument to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's assets are bound, except for any thereof that could not reasonably be expected to materially impair the ability of the Stockholder to perform the Stockholder's obligations hereunder or to consummate the transactions contemplated hereby and except for any Encumbrances created hereby. (c) The execution and delivery of this Agreement by the Stockholder do not, and the performance of this Agreement by the Stockholder 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 based on any Laws of any Governmental Entity, except (i) the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the "COMMISSION") thereunder (the "EXCHANGE ACT"), and the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (the "SECURITIES ACT"); and (ii) where the failure to obtain such consents, approvals, authorizations or any other person by permits, or to make such filings or notifications, could not reasonably be expected to materially impair the ability of the Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (d) There is no suit, action, investigation or proceeding pending or, to the knowledge of the Stockholder, except (x) as provided threatened against the Stockholder at law or in equity before or by any Governmental Entity that could reasonably be expected to materially impair the Merger Agreement, (y) filings with ability of the SEC of such reports Stockholder to perform the Stockholder's obligations hereunder or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and to consummate the transactions contemplated hereby, and there is no judgment, decree, injunction, rule, order or (z) that would be required by virtue writ of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement Governmental Entity to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not 's assets are subject that could reasonably be expected to prevent materially impair the ability of the Stockholder to perform the Stockholder's obligations hereunder or materially impede to consummate the transactions contemplated hereby. (e) The Stockholder owns beneficially and of record the number of shares of Company Common Stock (the "EXISTING SHARES") set forth on Schedule 1. The Existing Shares constitute all the shares of Company Common Stock owned of record or delay beneficially by the Stockholder. The Stockholder has sole voting power, sole power of disposition and all other shareholder rights with respect to all the Existing Shares, with no restrictions, other than pursuant to applicable securities laws, on the Stockholder's rights of disposition pertaining thereto. The Stockholder owns options and/or warrants to purchase an aggregate of such number of shares of Company Common Stock not otherwise included in the first sentence of this paragraph (e) as set forth on Schedule 1 ("OPTIONS"), all of which Options will become exercisable upon consummation of the Merger or Merger. The Stockholder has good and valid title to all the Existing Shares, free and clear of all Encumbrances (other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated than any Encumbrance created by this Agreement).

Representations and Warranties of the Stockholder. The 5.1 Stockholder hereby represents (i) is the beneficial owner of the shares of Company Common Stock and the options and warrants to purchase shares of Common Stock of the Company as follows: (i) The Stockholder has indicated on the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance signature page of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and constitutes a valid and legally binding obligation of the StockholderAgreement, enforceable against the Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equitable principles. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances, mortgages, security interests and charges ; (ii) does not beneficially own any securities of any nature whatsoever (collectively, “Encumbrances”), the Company other than Encumbrances created by the shares of Company Common Stock and options and warrants and to purchase shares of Company Common Stock indicated on the signature page of this Agreement or the Rollover Agreement, as applicable, ; and such Shares are not subject to any preemptive right of any stockholder of the Company. (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Irrevocable Proxy. 5.2 This Agreement and the Irrevocable Proxy have been duly and validly executed and delivered by Stockholder and constitute the valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their respective terms. The execution and delivery of this Agreement and the Irrevocable Proxy by the Stockholder does do not, and the performance of this Agreement by the Stockholder Stockholder's obligations hereunder will not, (Aa) require result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligations to which Stockholder is a party or by which Stockholder or the Shares are or will be bound or affected or (b) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to Stockholder or any of Stockholder's properties or assets. No consent, approval, order or authorization or permit of, or registration, declaration or filing with with, or notification notice to, any Governmental Entity state or any other person federal public body or authority is required by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings or with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required respect to Stockholder in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required Irrevocable Proxy by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation by Stockholder of any of the transactions contemplated by this Agreementhereby or thereby.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company GMS as follows: (ia) The Stockholder has the requisite power and authority legal capacity to executeenter into this Agreement, deliver and perform this Agreement to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly and validly executed and delivered by or on behalf of the Stockholder and, assuming the due authorization, execution and delivery by GMS, constitutes a legal, valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, insolvency (including all Laws relating to fraudulent transfertransfers), reorganization, moratorium and or similar Laws of general applicability relating to or 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). (iib) 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, except as provided by this Agreement. As of the date hereofof this Agreement, all of the Shares of which the Stockholder is owns of record or beneficially no shares of Common Stock or any other capital stock of, or any other equity interests in, the record and beneficial owner of are Company, other than the Securities set forth on in Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iiic) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (Ai) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity Entity, or (ii) result in the creation of an Encumbrance on any of the Securities, or conflict with or violate any Law applicable to the Stockholder or any of the Securities, except, with respect to clause (ii), for any such conflicts, violations or other person by 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, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the ’s execution and delivery of this Agreement and the transactions contemplated hereby, or Agreement. (ze) that would be required by virtue None of the businesses of information relating to the Company Stockholder and its Affiliates provided by or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents 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 agreement information required by applicable Law. (f) There is no Action pending or, to which the Stockholder is a partyknowledge of the Stockholder, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to threatened in writing against the Stockholder or to any of its Affiliates before any Governmental Entity or any arbitrator involving the Stockholder’s property Company that, if adversely determined against the Stockholder or assetsits applicable Affiliate, except in the cases of (B) and (C) above where such conflicts would, or violations would not reasonably be expected to to, prevent or materially impede impair or delay the consummation ability of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this AgreementStockholder to perform its obligations hereunder.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Parent as follows: (ia) The the Stockholder has the requisite full power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of perform the Stockholder. This ’s obligations hereunder; (b) this Agreement has been duly executed and delivered by or on behalf of the Stockholder and (assuming this Agreement constitutes a valid and legally binding obligation agreement of Parent) constitutes a valid and binding agreement with respect to the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to 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 transfer, reorganization, moratorium insolvency and similar Laws of general applicability relating to or laws affecting creditors’ rights and to general equitable principles.remedies generally; (iic) As of the date hereof, all of the Shares of which the Stockholder is beneficially owns the record and beneficial owner number of are set forth Shares indicated opposite such Stockholder’s name on Exhibit A heretoSchedule 1, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges or other encumbrances or restrictions of any nature kind whatsoever (collectively, “EncumbrancesLiens”), other than Encumbrances created by this Agreement and has sole or the Rollover Agreementotherwise unrestricted, as applicablevoting power with respect to such Shares, and such none of the Shares are not subject to any preemptive right of any stockholder voting trust or other agreement, arrangement, or restriction with respect to the voting of the Company.Shares, except as contemplated by this Agreement; (iiid) The 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; and (e) 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, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or any other person regulatory authority by the Stockholder, except (x) as provided in the Merger Agreementfor applicable requirements, (y) filings with the SEC if any, of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with Act, and except where the execution and delivery of this Agreement and the transactions contemplated herebyfailure to obtain such consents, approvals, authorizations or permits, or (z) that would be required by virtue of the businesses of the Company to make such filings or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict withnotifications, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated performance by the Merger Stockholder of his, her or its obligations under this Agreement or the consummation of the transactions contemplated by this Agreementin any material respect.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Seller as follows: (i) The Stockholder has the requisite limited liability company power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and constitutes a valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to except that such enforceability may be limited by (x) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or laws affecting creditors’ rights generally and to general (y) equitable principlesprinciples which may limit the availability of certain equitable remedies (such as specific performance) in certain instances. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iii) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person Person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Carbon as follows: (ia) The the Stockholder has the requisite full power and authority to execute, execute and deliver and perform this Agreement and to consummate perform the transactions Stockholder’s obligations hereunder; (b) as of the date hereof, the Stockholder beneficially owns the number of Shares indicated opposite such Stockholder’s name on Schedule 1 free and clear of any liens, claims, charges or other encumbrances, and has sole or shared voting power with respect to such Shares, and none of such Shares are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Shares, except as contemplated hereby. The execution, delivery and performance of by this Agreement; (c) this Agreement by the Stockholder (assuming this Agreement constitutes a valid and the consummation binding agreement of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement Carbon) has been duly executed and delivered by or on behalf of the Stockholder and constitutes a valid and legally binding obligation of agreement with respect to the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to 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 transfer, reorganization, moratorium insolvency and similar Laws of general applicability relating to or laws affecting creditors’ rights and to general equitable principles.remedies generally; (iid) As the execution and delivery of this Agreement by the date hereofStockholder does not, all and the performance by the Stockholder of his or her 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 default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Shares of 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 record and beneficial owner of are set forth on Exhibit A heretoStockholder is bound, such Shares are free and clear of or any lienslaw, claimsstatute, encumbrancesrule or regulation to which the Stockholder is subject or, mortgagesin the event that the Stockholder is a corporation, security interests and charges of partnership, trust or other entity, any nature whatsoever (collectively, “Encumbrances”), bylaw or other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder organizational document of the Company.Stockholder; and (iiie) The 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, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or any other person regulatory authority by the StockholderStockholder except for applicable requirements, except (x) as provided in the Merger Agreementif any, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with Act, and except where the execution and delivery of this Agreement and the transactions contemplated herebyfailure to obtain such consents, approvals, authorizations or permits, or (z) that would be required by virtue of the businesses of the Company to make such filings or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict withnotifications, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated performance by the Merger Stockholder of his or her obligations under this Agreement or the consummation of the transactions contemplated by this Agreementin any material respect.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company as follows: (i) The Stockholder has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and constitutes a valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ ' rights and to general equitable principles. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of owns or has voting control over are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “"Encumbrances”"), other than Encumbrances created by this Agreement or the Rollover Investment Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iii) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s 's property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Purchaser as follows: (ia) The Stockholder has the requisite power full capacity to execute and authority deliver this Agreement, to execute, deliver and perform this Agreement his obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and (assuming the due authorization, execution and delivery by Purchaser) constitutes a legal, valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to except as may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and or other similar Laws of general applicability relating to or affecting creditors’ the rights and to remedies of creditors or by general equitable principlesprinciples (whether considered in a proceeding in equity or at law). The failure of the spouse, if any, of the Stockholder to be a party or signatory to this Agreement shall not (i) prevent the Stockholder from performing his obligations and consummating the transactions contemplated hereunder or (ii) prevent this Agreement from constituting the legal, valid and binding obligation of the Stockholder in accordance with its terms. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iiib) The execution and delivery of this Agreement by the Stockholder does do not, and the performance of this Agreement by the Stockholder will not (A) conflict with or violate any Law applicable to the Stockholder or by which any property or asset of the Stockholder is bound or affected, or (B) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any property or asset of the Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except for any such conflicts, violations, breaches, defaults or other occurrences as would not, individually or in the aggregate, prevent or materially delay the performance by the Stockholder of any of his obligations pursuant to this Agreement. (c) The execution and delivery of this Agreement by the Stockholder do not, and the performance of this Agreement by the Stockholder will not, (A) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person by Authority on the part of the Stockholder. (d) As of the date hereof, except (x) the Stockholder owns of record and beneficially 12,482,981 Shares. Other than as provided in the Merger Agreementset forth herein, (y) filings with the SEC of such reports there are no voting trusts, agreements, proxies or other furnished agreements or filed materials under understandings in effect with respect to the Exchange Act as may Shares. (e) None of the information relating to the Stockholder provided by or on behalf of the Stockholder for inclusion in any disclosure document, including any offer to purchase or proxy statement, to be required prepared pursuant to applicable Law by Purchaser or the Company in connection with the execution and delivery of this Agreement and Transactions (the transactions contemplated hereby“Disclosure Documents”) will, at the respective times the Disclosure Documents are filed with the SEC or (z) that would be required by virtue are first published, sent or given to stockholders of the businesses Company, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Company circumstances under which they were made, not misleading. (f) No broker, finder or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict withinvestment banker is entitled to any brokerage, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease finder’s or other agreement, instrument, permit, concession, franchise fee or license; or (C) conflict commission in connection with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this AgreementAgreement based upon arrangements made by or on behalf of the Stockholder.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company Parent as follows: (ia) The the Stockholder has the requisite power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of perform the Stockholder. This ’s obligations hereunder; (b) this Agreement has been duly executed authorized, executed, and delivered by or on behalf of the Stockholder and and, assuming this Agreement constitutes a valid and legally binding agreement of Parent, constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to 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 transfer, reorganization, moratorium and similar Laws of general applicability relating to or laws affecting creditors’ rights and to general equitable principles.remedies generally; (iic) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are except as set forth on Exhibit A heretoSchedule 1, the Stockholder beneficially owns the number of Shares indicated opposite such Shares are Stockholder’s name on Schedule 1, and will own any New Shares, free and clear of any liens, claims, encumbrancescharges, mortgages, security interests and charges or other encumbrances or restrictions of any nature kind whatsoever (collectively, “EncumbrancesLiens”), other than Encumbrances created by this Agreement and has sole or the Rollover Agreement, as applicableshared, and otherwise unrestricted, voting power with respect to such Shares are not and none of the Shares is subject to any preemptive right of any stockholder voting trust or other agreement, arrangement, or restriction with respect to the voting of the Company.Shares, except as contemplated by this Agreement; (iiid) The the Stockholder does not beneficially own, or otherwise have any right to acquire, any securities of the Company except as set forth on Schedule 1, which Schedule 1 shall be updated as necessary to reflect any New Shares acquired by the Stockholder from time to time; (e) the execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of the Stockholder’s obligations hereunder and the compliance by the Stockholder with any provisions hereof will not, violate or conflict with; result in a material breach of; constitute a default (or an event that with notice or lapse of time or both would become a material default) under; 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; any order, arbitration award, judgment, or decree to which the Stockholder is a party or by which the Stockholder is bound; any law, statute, rule, or regulation to which the Stockholder is subject; or, if the Stockholder is a corporation, partnership, trust, or other entity, any bylaw or other organizational document of the Stockholder; and (f) 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, (A) require any consent, approval, authorization authorization, or permit of, or filing with or notification to, any Governmental Entity governmental or any other person regulatory authority by the StockholderStockholder except for applicable requirements, except (x) as provided in the Merger Agreementif any, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with Act, and except where the execution and delivery of this Agreement and the transactions contemplated herebyfailure to obtain such consents, approvals, authorizations, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict withpermits, or result in any violation ofto make such filings or notifications, would not prevent or default (with or without notice or lapse of time or both) under any provision of, delay the certificate of incorporation, by-laws or analogous documents of performance by the Stockholder or any other agreement to which the Stockholder is a party, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (C) conflict with or violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except obligations under this Agreement in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreementany material respect.

Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company as followsthat: (a) (i) As of the date hereof, the Shares listed on Annex A opposite the Stockholder's name are the only shares of Parent capital stock, securities convertible into Parent capital stock, or other rights in respect of Parent capital stock (collectively, "Parent Securities") owned of record or beneficially by the Stockholder or in which the Stockholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Stockholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Stockholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Parent Common Stock except as set forth in Annex A. (b) The Stockholder has the requisite full right, power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby. The perform all of such Stockholders' obligations hereunder, and such execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary requisite action on the part of the Stockholder. Stockholder and no other legal proceedings are necessary therefor. (c) This Agreement has been duly and validly executed and delivered by or on behalf of the Stockholder and constitutes represents a valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, and similar Laws other laws of general applicability application affecting enforcement of creditors' rights generally or laws relating to the availability of specific performance, injunctive relief, or affecting creditors’ rights and to general other equitable principlesremedies. (iid) As of Except as noted on Annex A, the date hereofexecution, all of the Shares of which the Stockholder is the record delivery and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iii) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (A) require any consent, approval, authorization or permit not constitute a violation of, or filing conflict with or notification to, any Governmental Entity or any other person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, or result in a default under (i) any violation ofcontract, understanding or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder or any other agreement arrangement to which the Stockholder is a partyparty or by which the Stockholder is bound or require the consent of any other person or any party pursuant thereto, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (Cii) conflict with or violate any judgment, orderdecree or order applicable to the Stockholder, notice, decreeor (iii) any applicable law, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreementregulation.

Representations and Warranties of the Stockholder. The Each Stockholder hereby represents and warrants to the Company as followsParent that: (i) The Subject Shares described in the recitals to this Agreement are the only shares of capital stock of the Company, securities convertible into capital stock of the Company, or other rights in respect of capital stock of the Company (collectively, "Securities") Beneficially Owned or owned of record by the Stockholder or its controlled Affiliates on the date hereof; (ii) the Stockholder has valid title to such Subject Shares, free and clear of all liens, claims, charges, options, proxies, security interests and encumbrances of any kind whatsoever (except as contemplated by this Agreement), and none of the requisite Subject Shares is subject to any pledge or any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of the Subject Shares; and (iii) neither the Stockholder nor any of its controlled Affiliates presently owns any options to purchase or rights to subscribe for or otherwise acquire any other Securities. (b) The Stockholder has full right, power and authority to execute, execute and deliver and perform this Agreement and to consummate perform all of the transactions contemplated hereby. The Stockholder's obligations hereunder, and such execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary requisite action on the part of the Stockholder. Stockholder and no other proceedings or actions are necessary therefor. (c) This Agreement has been duly and validly executed and delivered by or on behalf of the Stockholder and constitutes represents a valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equitable principles. (ii) As of the date hereof, all of the Shares of which the Stockholder is the record and beneficial owner of are set forth on Exhibit A hereto, such Shares are free and clear of any liens, claims, encumbrances, mortgages, security interests and charges of any nature whatsoever (collectively, “Encumbrances”), other than Encumbrances created by this Agreement or the Rollover Agreement, as applicable, and such Shares are not subject to any preemptive right of any stockholder of the Company. (iiid) The execution execution, delivery and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (A) require any consent, approval, authorization or permit not constitute a violation of, or filing with or notification to, any Governmental Entity or any other person by the Stockholder, except (x) as provided in the Merger Agreement, (y) filings with the SEC of such reports or other furnished or filed materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, or (z) that would be required by virtue of the businesses of the Company or Parent or their affiliates (as defined in the Merger Agreement); (B) conflict with, require any consent (not yet obtained) under or result in any violation of, or a default (whether with or without notice or lapse of time or both) under (i) any provision of, the certificate of incorporation, by-laws or analogous documents of the Stockholder its Constituent Documents or any other agreement contract, understanding or arrangement to which the Stockholder is a partyparty or by which the Stockholder or the Subject Shares are bound, including any voting agreement, stockholder agreement, voting trust, trust agreement, pledge agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license; or (Cii) conflict with or violate any judgment, orderinjunction, noticedecree or order applicable to the Stockholder, decreeor (iii) any applicable law, statute, law, ordinance, rule or regulation applicable to the Stockholder or to any of the Stockholder’s property or assets, except in the cases of (B) and (C) above where such conflicts or violations would not reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreementregulation.