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

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

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

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

Representations and Warranties of the Stockholders. Each Except as set forth in the disclosure schedule of the Stockholders hereby dated as of the date hereof and delivered herewith to Parent (the "Stockholder Disclosure Schedule") which identifies the section and subsection to which each disclosure therein relates, and whether or not the Stockholder Disclosure Schedule is referred to in a specific section or subsection, each Stockholder severally represents and warrants to the Company, severally Parent and not jointly, Merger Sub as follows: (a) Such Subject to applicable community property laws, such Calogic Stockholder is the record and beneficial lawful owner of the shares of Parent Calogic Common Stock (as may to be adjusted from time to time exchanged for the Parent Merger Shares pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and has, and on the Closing Date will have, good and clear title to such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Calogic Common Stock issuable to such Stockholder upon exercise or conversion Stock, free of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such StockholderLiens. (b) Such Stockholder has all requisite has, and on the Closing Date will have, full legal right, power and authority and, if an individual, the legal capacity, to execute and deliver enter into this Agreement and to consummate sell and deliver the transactions contemplated herebyshares of Calogic Common Stock owned by him, her or it in the manner provided herein. This Such Stockholder has duly and validly executed this Agreement has been and has, or prior to the Closing, will have duly and validly executed and delivered all other agreements contemplated hereby to be executed by such Stockholder andstockholder, assuming that and each of this Agreement and such other agreements constitutes the legala valid, valid binding and binding enforceable obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally, or by and general principles governing the availability of equitable remedies)equity. (c) The execution execution, delivery and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement and the other agreements contemplated hereby by such Stockholder Stockholder, and the consummation of the transactions contemplated hereby or thereby, will notnot require, (i) conflict with on the Certificate of Incorporation or By-laws or similar organizational documents part of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)Stockholder, (ii) conflict with any consent, approval, authorization or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation order of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder underfiling with, any agreementGovernmental Entity, or under any contract, indenture, note agreement or instrument commitment to which such Stockholder is a party or by which it such Stockholder or property of such Stockholder is bound or affectedbound, assuming the accuracy of the representations and warranties of Parent and Merger Sub contained in this Agreement and the other agreements contemplated hereby, except for such breaches(i) the filing by Calogic and Merger Sub of the appropriate Merger Documents with the Secretary of State of California and Delaware, defaults or other occurrences that would (ii) any filings required by the H-S-R Act, and (iii) the filings described in Section 5.7, and will not prevent or materially delay constitute a violation on the performance by part of such Stockholder of any law, administrative regulation or ruling or court decree, or any contract, agreement or commitment, applicable to such Stockholder or property of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

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

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

Representations and Warranties of the Stockholders. Each of the Stockholders NAR hereby represents and warrants to the Company, severally Acquiror and not jointly, Merger Sub as follows: (a) Such Stockholder It (i) is the record and and/or beneficial owner of and has good title to the shares of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) Shares and Series A Preferred Shares set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties I hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of any and all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoeverwhatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except for any such encumbrances or proxies Encumbrances arising hereunder or under applicable federal and state securities laws or arising hereunder or, solely in the case of the Series A Preferred Stock, arising under the agreements set forth on Schedule B hereto. Such Stockholder owns restated certificate of incorporation of the Company, as amended; (ii) does not own, of record or beneficially no beneficially, any shares of Parent Common Stock capital stock of the Company or any option or warrant to acquire shares of capital stock of the Company or other than right or security convertible into or exercisable for shares of capital stock of the Company, other than, in each case, the Shares and Series A Preferred Shares; and (iii) has the right to vote and dispose of and holds power to issue instructions with respect to all the matters set forth in this Agreement, power to demand appraisal rights and power to agree to all of the matters set forth in this Agreement, in each case with respect to all of its Shares and Series A Preferred Shares, with no material limitations, qualifications or restrictions on such Stockholder’s Sharesrights, subject to applicable federal securities law and the terms of this Agreement. (eb) As NAR is a corporation validly existing and in good standing under the laws of the date hereofjurisdiction in which it is incorporated. (c) NAR has all requisite corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby. The execution, neither delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on its part. This Agreement has been duly and validly executed and delivered by NAR and constitutes a valid and binding obligation of it enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (d) Neither the execution and delivery of this Agreement by NAR nor the consummation of the transactions by it contemplated hereby nor compliance by it with any provisions herein will (i) violate, contravene or result in any breach of any provision of its articles of incorporation or bylaws, each as amended, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (x) as may be required under the HSR Act and (y) compliance with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (iii) violate or result in a breach of any provision of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such Stockholderright) under any of the terms, nor conditions or provisions of any note, license, agreement, Contract, indenture or other instrument or obligation to which NAR is a party or any of its respective properties or assets is subject to bound, or (iv) violate any order, writ, judgment, injunction, decree, determination statute, rule or award that regulation applicable to NAR or by which any of its assets are bound, except in the case of clauses (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby. No vote of NAR’s members is necessary to approve this Agreement or the transactions contemplated hereby. (fe) Such Stockholder understands and acknowledges that NAR has not entered into any agreement or arrangement whereunder a broker, investment banker, financial advisor or other person would be entitled to any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with the Company is entering into transactions contemplated by the Merger Agreement in reliance upon the Stockholder’s execution and delivery of or this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to the Company, severally Parent and not jointly, Merger Sub as follows: (a) Such If such Stockholder is an entity (i) such Stockholder is duly organized, validly existing and in good standing under the record and beneficial owner laws of the shares jurisdiction of Parent Common Stock its organization, (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”ii) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite necessary power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and (iii) the execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action, and no other proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has all necessary capacity to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been validly duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding obligation of the other parties heretodelivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting creditors’ of general application that may affect the enforcement of rights generally, or of creditors and other obligees and by general principles governing the availability of equitable remedies)equity. (cb) The execution As of the date hereof and delivery of this Agreement by except as noted on Exhibit A hereto, such Stockholder does notowns of record and beneficially and has good, valid and the performance of this Agreement by such Stockholder will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholdermarketable title to, free and clear of all pledgesany encumbrance, liens, charges, claims, security interests, proxiesproxy, voting trusts restriction, limitation on disposition, adverse claim of ownership or agreementsuse or encumbrance of any kind, understandings or arrangements or any other encumbrances whatsoeverthan pursuant to this Agreement, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under has the agreements sole power to vote and full right, power and authority to sell, transfer and deliver, the number of Shares set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than opposite such Stockholder’s Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.name on Exhibit A.

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

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to the Companyseverally, severally and not jointly, represents and warrants, as of the date hereof and as of each Closing Date, as follows: (a) Such Stockholder is the record duly organized, validly existing and beneficial owner of the shares of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 in good standing under the Securities Exchange Act laws of 1934its jurisdiction of incorporation, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite corporate, limited liability company or partnership power and authority andauthority, if an individual, as the legal capacitycase may be, to execute and deliver enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate, limited liability company or partnership action, as the case may be, on the part of such Stockholder. (b) This Agreement has been validly duly executed and delivered by such Stockholder and, assuming that this Agreement and constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally, or by principles governing and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does not, and of the performance of this Agreement by such Stockholder transactions contemplated hereby will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation violation of, or (C) result in the creation of a default under, or conflict with, any pledgecontract, claimtrust, liencommitment, chargeagreement, encumbrance understanding, arrangement or security interest restriction of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affectedto which any Securities held or controlled by such Stockholder are subject. Except for any necessary filings under the Securities Act and the Exchange Act or otherwise disclosed in the Stock Purchase Agreement, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance consummation by such Stockholder of any of such Stockholder’s obligations under this Agreementthe transactions contemplated hereby will not violate, or (iv) except for require Approval under any Applicable Law applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by to such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this AgreementSecurities. (d) The Shares Such Securities and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof Securities (if any) will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledgesLiens (other than Permitted Liens, and lender liens, charges, claims, security interests), proxies, voting trusts or agreements, understandings or other similar arrangements or other than pursuant to this Agreement and any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements transfer restrictions set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Sharesin any registration rights agreements and stock purchase agreements. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each As of the date hereof, each of the Stockholders hereby represents and warrants to the CompanyEarthstone, severally and not jointly, as follows: (a) Such Stockholder is the record and beneficial owner of the shares of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and unless otherwise indicated, the record owner of the shares of Common Stock (as may be adjusted from time to time pursuant to Section 4 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement, and such Shares represent all of the shares of Common Stock beneficially owned by such StockholderStockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock Stock, as the case may be (“Stockholder Rights”) ), that are currently exercisable or convertible or become exercisable or convertible (including as set forth in the Series A Certificate of Designations) and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to consummate the transactions perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of Earthstone and the other parties heretoParties, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with the Certificate certificate of Incorporation or By-laws formation, certificate of limited partnership, limited liability company agreement, partnership agreement or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)effect, (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(Aiii) (A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended New York Stock Exchange (the “HSR ActNYSE”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the any certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares.Shares as set forth on Schedule A. (e) As of the date hereof, neither such Stockholder, Stockholder nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to the Company, severally and not jointly, Parent as follows, solely with respect to himself: (a) Such Stockholder is the record and beneficial owner of the shares of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite necessary power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to consummate perform their respective obligations hereunder. If Stockholder is an individual, Stockholder has the transactions contemplated herebylegal capacity to execute and deliver this Agreement. This Agreement has been validly executed If Stockholder is an entity, the execution and delivered delivery by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance by the Stockholder of its obligations hereunder have been duly and validly authorized by the Board of Directors of Stockholder or other governing body and no other corporate or other proceedings on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement by such Stockholder will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (fb) Such This Agreement has been duly and validly executed and delivered by Stockholder understands and, assuming the due authorization, execution and acknowledges that delivery hereof by Parent, constitutes a valid and binding obligation of Stockholder, enforceable against it in accordance with its terms (subject to the Company effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law)). (c) Stockholder is entering into the Merger record and Beneficial Owner of all of the Owned Shares indicated opposite such Stockholder's name on Schedule I hereto, which constitute all of the Owned Shares Beneficially Owned by such Stockholder, free and clear of all liens, pledges, charges, claims, security interests and other encumbrances. Other than as provided in this Agreement in reliance upon and applicable securities laws, there are no restrictions on the Stockholder’s voting rights or right of disposition pertaining to such Owned Shares. (d) Neither the execution and delivery of this AgreementAgreement nor the consummation by the Stockholder of the transactions contemplated hereby will conflict with or constitute a violation of or default under any contract, commitment, agreement, arrangement or restriction of any kind to which Stockholder is a party or by which Stockholder is bound.

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

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to the Companyhereby, severally and not jointly, represents and warrants to Purchaser, as to itself and not any other Stockholder, as follows: (a) Such Stockholder (i) has received and reviewed a copy of the Strategic Agreement and all Exhibits thereto and consents to the transactions contemplated therein, and (ii) understands and acknowledges that Purchaser is entering into the Strategic Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. (b) Such Stockholder is the record and beneficial owner of the shares of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by and unless otherwise indicated, the record owner of the shares of Common Stock and/or Common Stock Equivalents (as may be adjusted from time to time pursuant to Section 4 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or may in the future become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (bc) Such Stockholder has all requisite power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties heretoPurchaser, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

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

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

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants to the Company, severally and not jointly, Purchaser as follows: (a) Such Stockholder is the record and beneficial owner of the shares of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) 3.01 Such Stockholder has all requisite necessary power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to sell, assign, transfer and deliver to Purchaser the Shares pursuant to the terms and conditions of this Agreement. Such Stockholder has sole voting power and sole power of disposition with respect to all of the Shares with no restrictions material to this Agreement on the Stockholder's voting rights or rights of disposition pertaining thereto, and the Shares constitute all shares of Common Stock beneficially owned by the Stockholder. 3.02 The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, and no other proceedings on the part of the Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement it has been duly and validly authorized, executed and delivered by Purchaser, such agreement constitutes the legal, a valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation agreement of such Stockholder, enforceable against such the Stockholder in accordance with its terms (terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect generally affecting creditors’ the rights generally, of creditors and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or by principles governing at law). Neither the availability of equitable remedies). (c) The execution and delivery of this Agreement nor the consummation by such Stockholder does not, and of the performance of this Agreement by such Stockholder transactions contemplated hereby will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach constitute a material violation of or constitute a default (under any contract, commitment, agreement, arrangement or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest restriction of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it such Stockholder is bound bound. If this Agreement is being executed in a representative or affectedfiduciary capacity, except for the person signing this Agreement has full power and authority to enter into and perform such breachesagreement. 3.03 Each Stockholder has good title to the number of Shares appearing opposite his or its name, defaults free of all claims, liens, options, charges, security interests or other occurrences that would not prevent legal or materially delay the performance by such Stockholder equitable rights and encumbrances of any of such Stockholder’s obligations under this Agreementwhatsoever nature (collectively, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”"Encumbrances"), or and there exist no restrictions on the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976voting rights pertaining thereto, as amended (and Purchaser shall receive at the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure Closing good title to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The all Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of purchased from such Stockholder, free and clear of all pledgesEncumbrances, liens, charges, claims, security interests, proxies, and with no restriction on the voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements rights pertaining thereto. 3.04 Such Stockholder's United States taxpayer identification number is as set forth beneath his or its signature below or on Schedule B I hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (eis not a foreign person as defined in Section 1445(f)(3) As of the date hereofInternal Revenue Code of 1986, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyas amended. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

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

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to the Company, severally Parent and not jointly, Purchaser as follows: (a) Such As of the date hereof, such Stockholder (together with such Stockholder’s spouse if such Stockholder is an individual and is married, and the record and Subject Shares constitute community property under applicable Law) (i) is the beneficial owner of the shares of Parent Common Stock Shares (as may be adjusted from time to time pursuant to Section 5 hereof, the “Subject Shares”) set forth opposite such Stockholder’s name on Schedule A I to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, ii) except as amended (the “Exchange Act”)) by such Stockholder. For purposes of set forth in Schedule I to this Agreement, the term “Shares” shall include does not have any record or beneficial ownership interest in any other Shares or hold any shares of Parent Common Stock issuable restricted stock, performance-based stock units, deferred stock units, options to such Stockholder upon exercise acquire Shares, warrants or conversion of any existing right, contract, option, or warrant to purchase, other rights or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholderexchangeable for Shares. (b) Such Stockholder has all requisite power and authority and, if If such stockholder is an individual, such Stockholder has the legal capacity, right and authority to execute execute, deliver and deliver perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an Entity, such Stockholder (i) is duly organized or formed, validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) has all necessary corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby and (iii) has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the a legal, valid and binding obligation of the other parties heretoParent and Purchaser, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, subject to (except insofar as enforceability may be limited by applicable i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) rules of law governing specific performance, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of injunctive relief and other equitable remedies). If such Stockholder is an individual and is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and, assuming this Agreement constitutes a legal, valid and binding obligation of Parent and Purchaser, is enforceable against such Stockholder’s spouse in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (cd) The Neither the execution and delivery of this Agreement by such Stockholder does not, and nor the performance of this Agreement consummation by such Stockholder of the transactions contemplated hereby will notviolate, (i) conflict with the Certificate of Incorporation with, or By-laws or similar organizational documents of such Stockholder as presently in effect (result in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, (B) give to any other person any rights or result in the termination of, or accelerate the performance required by, or result in a right of termination, amendment, cancellation or acceleration or cancellation ofunder, or (C) result in the creation of any pledgeEncumbrance on any of the Subject Shares, claim, lien, charge, encumbrance or security interest pursuant to any Contract of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound such Stockholder’s properties or affectedassets (including the Subject Shares) are bound. The consummation by such Stockholder of the transactions contemplated hereby will not (i) violate any provision of any judgment, except for order, writ, stipulation, settlement, award or decree applicable to such breachesStockholder or its Subject Shares or (ii) require any consent, defaults approval, or notice under any Law applicable to such Stockholder other occurrences that than (x) as may be required under the Exchange Act and (y) where the failure to obtain such consents or approvals or to make such notifications, would not not, individually or in the aggregate, prevent or materially delay or materially impair the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s its obligations under this Agreement. (de) The Subject Shares and the certificates representing the Shares beneficially owned by such Stockholder are now now, and at all times during the term hereof will be (except for Subject Shares transferred in accordance with this Agreement or accepted for payment pursuant to the Offer), held beneficially and either as of record by such Stockholder, Stockholder or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledgesEncumbrances, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements except for (i) any such Encumbrances arising hereunder (in connection therewith any restrictions on transfer or any other encumbrances whatsoever, except for any such encumbrances Encumbrances have been waived by appropriate consent) and (ii) Encumbrances imposed by federal or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. Laws (e) As of the date hereofcollectively, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby“Permitted Encumbrances”). (f) Other than as provided in this Agreement, such Stockholder has full voting power with respect to all such Stockholder’s Subject Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s Subject Shares. None of such Stockholder’s Subject Shares are subject to any stockholders’ agreement, proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except as provided hereunder. (g) Such Stockholder understands and acknowledges that the Company is Parent and Purchaser are entering into the Merger Agreement in reliance upon the such Stockholder’s execution execution, delivery and delivery performance of this Agreement. (h) With respect to such Stockholder, as of the date hereof, there is no Legal Proceeding pending against, or, to the actual knowledge of such Stockholder, threatened against such Stockholder or any of such Stockholder’s properties or assets (including the Subject Shares) before or by any Governmental Body that would reasonably be expected to prevent or materially delay or materially impair the consummation by such Stockholder of the transactions contemplated by this Agreement or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder. (i) No broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage, finder’s, other similar fee or commission from the Company in connection with such Stockholder tendering the Subject Shares based upon the agreements made by or on behalf of the Stockholder in its capacity as such.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to the Company, severally Parent and not jointly, Purchaser as follows: (a) Such Stockholder is the record and beneficial owner of the shares of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A I to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include together with any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock which such Stockholder may acquire at any time on or beneficially own after the date hereof during the term of this Agreement, the “Shares”). Schedule A I lists separately all options, warrants or other rights to purchase Common Stock issued to Stockholder Rights held by such Stockholder(“Options”). (b) Such Stockholder has all requisite power and authority and, if an individual, the legal capacity, capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. , without the necessity of any joinder, consent or waiver of any Person. (c) This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement and constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally, or by principles governing and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does notof the transactions contemplated hereby will result in a violation of, and the performance or a default under, or conflict with, any contract, trust, commitment, agreement, or restriction of this Agreement by such any kind to which Stockholder will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)party or by which Stockholder or Stockholder’s assets are bound. The consummation by Stockholder of the transactions contemplated hereby will not violate, (ii) conflict with or violate require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (de) The Shares and the certificates representing the Shares owned by such Stockholder are now now, and at all times during the term hereof will be be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements options, rights or any other encumbrances whatsoeverwhatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of foregoing arising under this Agreement.

Representations and Warranties of the Stockholders. Each As of the date hereof, each of the Stockholders hereby represents and warrants to the CompanyEarthstone, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record and beneficial owner of the shares of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 4 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares shares of Common Stock beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such StockholderStockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to consummate the transactions perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of Earthstone and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with the Certificate certificate of Incorporation formation or By-laws or similar organizational documents limited liability company agreement of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)effect, (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(Aiii) (A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares.Shares as set forth on Schedule A. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to the Company, severally and not jointly, Parent as follows: (a) Such Stockholder Xxxxxx is a corporation duly organized, validly existing and in good standing under the record and beneficial owner laws of the shares State of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such StockholderKansas. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Each Stockholder has all requisite necessary corporate or other, as the case may be, power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform their respective obligations hereunder. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery by Xxxxxx of this Agreement by such Stockholder does not, and the performance by Xxxxxx of its obligations hereunder have been duly and validly authorized by the Board of Directors of Xxxxxx and no other corporate proceedings on the part of Xxxxxx are necessary to authorize the execution, delivery or performance of this Agreement by such Stockholder will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (fb) Such This Agreement has been duly and validly executed and delivered by each Stockholder understands and, assuming the due authorization, execution and acknowledges that delivery hereof by Parent, constitutes a valid and binding obligation of each Stockholder, enforceable against each of them in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law)). (c) Each of the Stockholders is the record and Beneficial Owner of all of the Owned Shares indicated opposite such Stockholders' name on Schedule I hereto, which constitute all of the Owned Shares Beneficially Owned by such Stockholder, free and clear of all liens, pledges, charges, claims, security interests and other encumbrances. Other than as provided in this Agreement or in the Company is entering into Disclosure Schedule, there are no restrictions on the Merger Agreement in reliance upon voting rights or right of disposition pertaining to such Owned Shares. (d) Neither the Stockholder’s execution and delivery of this AgreementAgreement nor the consummation by the Stockholders of the transactions contemplated hereby will conflict with or constitute a violation of or default under any contract, commitment, agreement, arrangement or restriction of any kind to which either Stockholder is a party or by which either Stockholder is bound.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to the CompanyCompany that the statements contained in this Section 4 are true and correct as of the date hereof and, severally and not jointlyin the case of each Stockholder who becomes a party to this Agreement pursuant to Section 3(a), as followsof the date any Transferable Shares are transferred to such Stockholder: (a) (i) Such Stockholder is is, or subject to the achievement of an Applicable Milestone will be, the beneficial or record and beneficial owner of the shares Company Shares indicated on the signature page of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite this Agreement free and clear of any Lien that would impair or adversely affect such Stockholder’s name on Schedule A ability to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 perform its obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, other than those Liens which are in favor of the term “Shares” shall include any shares of Parent Common Stock issuable to Company; (ii) such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite full power and authority andto make, if an individual, enter into and carry out the legal capacity, to execute and deliver terms of this Agreement and to consummate grant the transactions contemplated hereby. This irrevocable proxy as set forth in Section 2; and (iii) this Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement and constitutes the legal, a valid and binding obligation agreement of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, Stockholder enforceable against such the Stockholder in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting creditors’ rights generallygenerally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). Stockholder agrees to provide the Company reasonably prompt notice of any transfers of Company Shares by such Stockholder after the date of this Agreement. If such Stockholder is a married individual and the Stockholder’s Company Shares constitute community property or otherwise need spousal approval in order for this Agreement to be a legal, valid and binding obligation of the Stockholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. legal, valid and binding obligation of, the Stockholder’s spouse, enforceable against such spouse in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and for so long as this Agreement remains in effect (including as of the record date of any meeting of the Company’s stockholders and the date of any other Company Action), except as provided in this Agreement, such Stockholder has full legal power, authority and right to vote all of the Company Shares then owned of record or beneficially by Stockholder without the consent or approval of, or by principles governing any other action on the availability part of, any other Person. Without limiting the generality of equitable remedies)the foregoing, such Stockholder has not entered into any voting agreement (other than this Agreement) with any Person with respect to any of the Company Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Company Shares, deposited any of the Company Shares in a voting trust or entered into any arrangement or agreement with any Person limiting or affecting Stockholder’s legal power, authority or right to vote the Company Shares on any matter. (c) The execution and delivery of this Agreement and the performance by such Stockholder does not, of the Stockholder’s agreements and the performance obligations hereunder will not result in any breach or violation of this Agreement by such Stockholder will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently be in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate constitute a default under any term of any agreement, judgment, injunction, order, decree, statute, law, ordinance, rule regulation or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument arrangement to which such the Stockholder is a party or by which it the Stockholder (or any of the Stockholder’s assets) is bound or affectedbound, except for any such breachesbreach, defaults violation, conflict or other occurrences that default which, individually or in the aggregate, would not prevent materially impair or materially delay adversely affect the performance by such Stockholder of any of such Stockholder’s ability to perform the Stockholder’s obligations under this Agreement, Agreement or (iv) except for applicable requirements, if any, render inaccurate any of the Exchange Act, representations made by the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreementherein. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is 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 Stockholders. Each of the Stockholders hereby Stockholder -------------------------------------------------- represents and warrants to the Company, severally Globespan and not jointly, Sub as follows: (a) Such If such Stockholder is a corporation, limited liability company, partnership or trust, such Stockholder has been duly organized and is validly existing and in good standing under the record and beneficial owner laws of the shares jurisdiction of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholderits organization. (b) Such If such Stockholder is a corporation, limited liability company, partnership or trust, such Stockholder has all requisite necessary corporate power and authority and, if an individual, the legal capacityto enter into this Agreement, to execute and deliver this Agreement perform its obligations hereunder and to consummate the transactions contemplated hereby. , and the execution, delivery and performance of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder. (c) This Agreement has been validly duly executed and delivered by such Stockholder andand (assuming the valid authorization, assuming that execution and delivery of this Agreement constitutes the legal, valid by Globespan and binding obligation of the other parties hereto, constitutes the legal, Sub) is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally, generally and general equitable principles (whether considered in a proceeding in equity or by principles governing the availability of equitable remediesat law). (cd) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation, limited liability company, partnership or trust, conflict with or violate the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)Stockholder, (ii) conflict with or violate any judgment, order, decree, statute, law, ordinancerule, rule regulation or regulation order applicable to such Stockholder or by which it any of such Stockholder's properties is bound bound, or affected(iii) conflict with, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) or give to any other person others any rights of termination, amendment, acceleration or cancellation of, or (C) require payment under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of lien on the properties or assets of the such Stockholder underpursuant to, any agreementnote, bond, mortgage, indenture, contract, indentureagreement, note lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which it such Stockholder or any of its properties is bound or affectedbound, except for such breaches, defaults or other occurrences any thereof that would not prevent result in the imposition of a lien on such Stockholder's Shares or materially delay impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of any of such Stockholder’s 's obligations under this Agreementhereunder will not, require such Stockholder to obtain any consent, approval, authorization or permit of, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require to make any filing by such Stockholder with, with or any permit, authorization, consent or approval ofnotification to, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoeverGovernmental Entity, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under an amendment to the agreements set forth Statement on Schedule B hereto. Such 13D filed by, among others, such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject with respect to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyVirata. (f) Such There is no suit, action, investigation or proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder understands at law or in equity before or by any Governmental Entity that could reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder on a timely basis, and acknowledges there is no agreement, commitment or law to which such Stockholder is subject that could reasonably be expected to materially impair the Company ability of such Stockholder to perform its obligations hereunder on a timely basis. (g) Except as set forth on Schedule I hereto or as otherwise provided herein, (i) such Stockholder's Existing Shares are owned beneficially and of record by such Stockholder; (ii) such Stockholder has not appointed or granted any proxy which is entering into the Merger Agreement still effective with respect to any Shares other than as provided in reliance upon the Stockholder’s execution and delivery of this Agreement; and (iii) such Stockholder has sole voting power and sole power of disposition with respect to all of such Stockholder's Existing Shares, with no restrictions on such Stockholder's rights of disposition pertaining thereto. The Existing Shares constitute all of the shares of Virata Common Stock owned of record or beneficially by such Stockholder. All of the Existing Shares are issued and outstanding and, except as listed on Schedule 1 and except for the preferred stock purchase rights associated with such Existing Shares, such Stockholder does not own, of record or beneficially, any warrants, options, convertible securities or other rights to acquire any shares of Virata Common Stock.

Representations and Warranties of the Stockholders. Each As of the date hereof, each of the Stockholders hereby represents and warrants to the CompanyEarthstone, severally and not jointly, as follows: (a) Such Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record and beneficial owner of the shares of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 4 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares shares of Common Stock beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such StockholderStockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to consummate the transactions perform its obligations contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of Earthstone and the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with the Certificate certificate of Incorporation formation or By-laws or similar organizational documents limited liability company agreement of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)effect, (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange Market (the “NYSE”) or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares.Shares as set forth on Schedule A. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby severally represents and warrants to the Company, severally Purchaser and not jointly, Merger Sub as followsfollows as to such Stockholder: (a) a. Such Stockholder is the record and beneficial owner of the shares of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “"Shares”") set forth opposite next to such Stockholder’s 's name on Schedule Exhibit A to this Agreement hereto. b. Such Stockholder, if a corporation, is duly organized, validly existing and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 in good standing under the Securities Exchange Act laws of 1934its respective jurisdiction, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite corporate power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. , and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. c. This Agreement has been validly duly authorized, executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ ' rights generally, or by principles governing generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) The d. Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does notof the transactions contemplated hereby will result in a violation of, and or a default under, or conflict with, any contract, trust, commitment, agreement, understanding or arrangement of any kind to which the performance of this Agreement Stockholder is a party or bound or to which such Stockholder's Shares are subject. Consummation by such Stockholder of the transactions contemplated hereby will notnot violate, (i) conflict with the Certificate or require any consent, approval, or notice under any provision of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affectedStockholder's Shares, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations necessary filing under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Exchange Act of 19331934, as amended (the “Securities "Exchange Act”), ") or the XxxxHart-XxxxxScott-Xxxxxx Antitrust Improvements Rodino Antitxxxx Xxxxxxxxxxxx Act of 1976, as amended (the “"HSR Act”"), require any filing by such Stockholder with, pre- merger notification with the German Federal Cartel Office or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreementstate takeover laws. (d) The e. Such Stockholder's Shares and the certificates representing the such Stockholder's Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws otherwise disclosed to the Purchaser; provided, however, that such Stockholder may transfer all or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (e) As a portion of the date hereofshares to a person or entity who, neither such Stockholderby written instrument reasonably acceptable in form and substance to Purchaser, nor any of its respective properties or assets is subject agrees to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation be bound by each of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery terms of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to the CompanyParent and Purchaser, severally and not jointly, as follows: (a) Such Stockholder (i) is the record and beneficial owner of the shares of Parent Common Stock and options to acquire Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof6, the “"Shares”") set forth opposite such Stockholder’s his name on Schedule A 1 to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934ii) except as set forth on Schedule 1, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include neither holds nor has any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of beneficial ownership interest in any existing right, contract, option, option or warrant to purchase, acquire shares of Common Stock or securities other right or security convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other exchangeable for shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such StockholderStock. (b) Such Stockholder has all requisite power and authority and, if an individual, the legal capacity, capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. . (c) This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ ' rights generally, or by principles governing and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does notof the transactions contemplated hereby will result in a violation of, and the performance or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of this Agreement any kind to which such Stockholder is a party or by which such Stockholder or such Stockholder's assets are bound. The consummation by such Stockholder of the transactions contemplated hereby will notnot violate, (i) conflict with the Certificate or require any consent, approval, or notice under, any provision of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (de) The Shares and the certificates representing the Shares owned by such Stockholder are now now, and at all times during the term hereof will be be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoeveror restrictions whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, "Encumbrances"), except for any such encumbrances or proxies Encumbrances arising hereunder or under and restrictions applicable federal to employees stock options and state securities laws or under restricted stock grants pursuant to the agreements set forth on Schedule B hereto. Such Stockholder owns terms of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Sharesoptions and grants. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each Stockholder (in such Stockholder’s capacity as a beneficial owner of the Stockholders Invitation Homes Common Stock) hereby represents and warrants to the Company, severally and not jointly, Starwood Waypoint as follows: (a) Such As of the time of execution of this Agreement, such Stockholder (i) is the record and beneficial owner of the shares of Parent Invitation Homes Common Stock (as together with any shares of Invitation Homes Common Stock which such Stockholder may be adjusted from acquire at any time to time pursuant to Section 5 hereofin the future during the term of this Agreement, the “SharesStockholder Securities”) set forth opposite such Stockholder’s name on Schedule A I to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, ii) except as amended (the “Exchange Act”)) by such Stockholder. For purposes of set forth in Schedule I to this Agreement, the term “Shares” shall include neither holds nor has any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and beneficial ownership interest in any other shares of Parent Invitation Homes Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such StockholderStock. (b) Such Stockholder has all requisite power and authority and, if an individual, the legal capacity, capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. . (c) This Agreement has been validly duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the a legal, valid and binding obligation of the other parties heretoStarwood Waypoint, this Agreement constitutes the a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting creditors’ rights generally, generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or by principles governing the availability of equitable remediesat Law). (cd) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does not, and of the performance of this Agreement by such Stockholder transactions contemplated hereby will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation violation of, or (C) result in the creation of a default under, or conflict with, any pledgecontract, claimtrust, liencommitment, chargeagreement, encumbrance understanding, arrangement or security interest restriction of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound such Stockholder or affectedsuch Stockholder’s assets are bound, except for such breachesviolations, defaults or other occurrences that conflicts as would not prevent or materially delay such Stockholder’s performance of its obligations under this Agreement. Assuming all notifications, filings, registrations, permits, authorizations, consents or approvals to be obtained or made by Invitation Homes, Invitation Homes LP, Merger Sub, Starwood Waypoint and Starwood Waypoint LP in connection with the performance Merger Agreement and the transactions contemplated thereby are obtained or made, the consummation by such Stockholder of the transactions contemplated hereby will not (i) violate any provision of any decree, order or judgment applicable to such Stockholder, (ii) require any consent, approval, or notice under any legal requirements applicable to such Stockholder, other than as required under the Exchange Act and the rules and regulations promulgated thereunder and other than such consents, approvals and notices that, if not obtained, made or given, would not prevent or materially delay such Stockholder’s performance of its obligations under this Agreement, or (iviii) except for applicable requirementsviolate any provision of such Stockholder’s organizational documents. (e) The Stockholder Securities and the certificates, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares Stockholder Securities beneficially owned by such Stockholder are now and now, and, at all times during the term hereof will be be, held by such Stockholder, Stockholder or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoeverliens and encumbrances, except (i) as disclosed by Invitation Homes on the Form 8-K filed on April 28, 2017, (ii) under this Agreement, (iii) under the Existing Stockholders Agreement, (iv) under the A&R Stockholders Agreement and (v) for any such liens or encumbrances or proxies arising hereunder or under and any applicable federal and state securities laws or restrictions on transfer under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebySecurities Act. (f) Such Stockholder has full voting power with respect to the Stockholder Securities beneficially owned by such Stockholder and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder Securities. The Stockholder Securities are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Stockholder Securities other than the Existing Stockholders Agreement. (g) As of the time of execution of this Agreement, there is no Action pending or, to the knowledge of such Stockholder, threatened against such Stockholder at law or equity before or by any Governmental Authority that could reasonably be expected to impair or materially delay the performance by such Stockholder of its obligations under this Agreement or otherwise adversely impact such Stockholder’s ability to perform its obligations hereunder. (h) Such Stockholder has received and reviewed a copy of the Merger Agreement. Such Stockholder understands and acknowledges that the Company Starwood Waypoint is entering into the Merger Agreement in reliance upon the such Stockholder’s execution execution, delivery and delivery performance of this Agreement. (i) No broker, investment bank, financial advisor or other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Stockholder.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby hereby, severally, and not jointly, with respect to itself only, represents and warrants to the Company, severally Parent and not jointly, Purchaser as follows: (a) Such Subject to any shared ownership with any of the other Stockholders, such Stockholder (i) is the record and beneficial owner of the shares of Parent Company Common Stock (as together with any shares of Company Common Stock which such Stockholder may be adjusted from acquire at any time to time pursuant to Section 5 hereofin the future during the term of this Agreement, the “Shares”) set forth opposite such Stockholder’s name on Schedule A I to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, ii) except as amended (the “Exchange Act”)) by such Stockholder. For purposes of set forth in Schedule I to this Agreement, the term “Shares” shall include neither holds nor has any beneficial ownership interest in any other shares of Parent Company Common Stock issuable or any performance based stock units, restricted stock, deferred stock units, option (including any granted pursuant to such Stockholder upon exercise or conversion of any existing right, contract, optiona Company Option Plan), or warrant to purchase, acquire shares of Company Common Stock or securities other right or security convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other exchangeable for shares of Parent Company Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such StockholderStock. (b) Such Stockholder has all requisite power and authority and, if an individual, the legal capacitycapacity to execute and deliver this Agreement, or the investment manager or investment advisor of such Stockholder has the legal capacity to execute and deliver this Agreement on behalf of such Stockholder, and to consummate the transactions contemplated hereby. . (c) This Agreement has been validly executed and delivered by such Stockholder or by the investment manager or investment advisor of such Stockholder and, assuming that this Agreement constitutes the legal, a valid and binding obligation of the other parties heretoParent and Purchaser, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally, or by principles governing and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does not, and of the performance of this Agreement by such Stockholder transactions contemplated hereby will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation violation of, or (C) result in the creation of a default under, or conflict with, any pledgecontract, claimtrust, liencommitment, chargeagreement, encumbrance understanding, arrangement or security interest restriction of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound such Stockholder or affectedsuch Stockholder’s assets are bound. The consummation by such Stockholder of the transactions contemplated hereby will not (i) violate any provision of any judgment, except for order or decree applicable to such breachesStockholder or (ii) to the knowledge of such Stockholder, defaults require any consent, approval, or notice under any statute, law, rule or regulation applicable to such Stockholder other occurrences that than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such notifications, would not not, individually or in the aggregate, prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s its obligations under this Agreement. (de) The Shares and the certificates certificates, if any, representing the Shares owned by such Stockholder are now now, and at all times during the term hereof will be be, held by such Stockholder, or by a nominee or custodian for the benefit of such StockholderStockholder or by the depository under the Offer, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, options, rights (other than community property interests), understandings or arrangements or any other encumbrances whatsoeveror restrictions whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”), except for (i) any such encumbrances or proxies Encumbrances arising hereunder (in connection therewith any restrictions on transfer or under applicable any other Encumbrances have been waived by appropriate consent), (ii) any rights, agreements, understandings or arrangements which represent a financial interest in cash received upon sale of the Shares, (iii) Encumbrances imposed by federal and or state securities laws and (iv) any proxy or under the agreements set forth on Schedule B hereto. Such Stockholder owns power of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (e) As attorney granted in favor of the date hereof, neither investment manager or investment advisor of such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay Stockholder on terms not inconsistent with the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery terms of this AgreementAgreement (collectively, “Permitted Encumbrances”).

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants to the CompanyParent and Purchaser, severally and not jointly, as follows: (a) Such Stockholder (i) is the record and beneficial owner of the shares of Parent Common Stock and options to acquire Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof6, the “Shares”) set forth opposite such Stockholder’s his name on Schedule A 1 to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934ii) except as set forth on Schedule 1, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include neither holds nor has any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of beneficial ownership interest in any existing right, contract, option, option or warrant to purchase, acquire shares of Common Stock or securities other right or security convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other exchangeable for shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such StockholderStock. (b) Such Stockholder has all requisite power and authority and, if an individual, the legal capacity, capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. . (c) This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except (except insofar i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally, or by principles governing and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies)relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder does notof the transactions contemplated hereby will result in a violation of, and the performance or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of this Agreement any kind to which such Stockholder is a party or by which such Stockholder or such Stockholder’s assets are bound. The consummation by such Stockholder of the transactions contemplated hereby will notnot violate, (i) conflict with the Certificate or require any consent, approval, or notice under, any provision of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (de) The Shares and the certificates representing the Shares owned by such Stockholder are now now, and at all times during the term hereof will be be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoeveror restrictions whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”), except for any such encumbrances or proxies Encumbrances arising hereunder or under and restrictions applicable federal to employees stock options and state securities laws or under restricted stock grants pursuant to the agreements set forth on Schedule B hereto. Such Stockholder owns terms of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Sharesoptions and grants. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants to the Company, severally Holdings and not jointly, each of the other Stockholders as follows: (a) Such Stockholder is has the record and beneficial owner of the shares of Parent Common Stock corporate, partnership or individual (as the case may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”be) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite power and authority and, if an individual, the legal capacity, to execute enter into and deliver perform this Agreement and to consummate the transactions contemplated hereby. This Agreement; this Agreement has been validly duly authorized, executed and delivered by such Stockholder and, assuming that this Agreement and constitutes the legal, valid and binding obligation of the other parties heretovalid, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, subject to the effect of bankruptcy, insolvency, moratorium, or other similar laws affecting the enforcement of creditors' rights generally and except insofar as enforceability the availability of equitable remedies may be limited by applicable bankruptcygeneral principles of equity. (b) Such Stockholder is the record and beneficial owner of, insolvencyand has good and valid title to, reorganizationthe number of shares of Company Class A Common and Company Series A Preferred listed opposite such Stockholder's name on Schedule I hereto, moratorium or similar free and clear of all liens, charges, encumbrances, pledges, conditions, restrictions, voting trust arrangements, rights and claims of every kind (other than such as may have arisen by reason of actions of the Company and restrictions on transfer under securities laws affecting creditors’ rights generallyand the Stockholders' Agreement) and such shares constitute all of the issued and outstanding shares of capital stock of the Company owned by such Stockholder. Such Stockholder has full right, power and authority to sell, exchange, assign, transfer and convey to the Company such shares. The delivery to the Company of such shares pursuant to the provisions of this Agreement will transfer valid title thereto, free and clear of any lien, charge, encumbrance, pledge, condition, restriction, voting trust arrangement, or by principles governing the availability of equitable remedies)adverse claim or right. (c) The execution and delivery Such Stockholder is acquiring the shares of this Agreement by such Stockholder does not, Holdings Class A Common and/or Holdings Series A Preferred (and the performance shares of this Agreement by such Stockholder will notHoldings Class A Common or Class B Common Stock, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if anypar value $.01 per share, of the Exchange ActCompany issuable upon conversion thereof) for its own account, for investment, and not with a present view to any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), . Such Stockholder was not formed or organized for the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act purpose of 1976, as amended (acquiring the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreementshares. (d) The Shares and Such Stockholder is an "accredited investor" within the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit meaning of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or Rule 501(a) under the agreements set forth on Schedule B hereto. Such Stockholder owns Securities Act and is sufficiently knowledgeable and experienced in the making of record or beneficially no shares venture capital investments so as to be able to evaluate the risks and merits of Parent Common Stock other than such Stockholder’s Sharesits investment in Holdings, and is able to bear the economic risk of loss of its investment in Holdings. (e) As Such Stockholder has had adequate opportunity to discuss the business, management, and financial affairs of Holdings with the date hereof, neither such Stockholder, nor any representatives of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebyHoldings. (f) Such Stockholder understands that because the Holdings Class A Common, Holdings Class B Common and acknowledges Holdings Series A Preferred have not been registered under the Securities Act, it cannot dispose of any or all of such shares unless such securities are subsequently registered under the Securities Act or exemptions from such registration are available. Such Stockholder understands that each certificate representing such shares will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act"). These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such securities under the Act or the availability of an exemption from such registration requirements. (g) Such Stockholder understands and agrees that the Company is entering into legend set forth in Section 7.3 of the Merger Stockholders' Agreement in reliance upon shall be typed on each certificate representing shares of Holdings Class A Common, Holdings Class B Common or Holdings Series A Preferred held at any time by such Stockholder or such Stockholder's Permitted Transferees; PROVIDED, that the Stockholder’s execution reference therein to the Stockholders' Agreement shall be amended to refer to the Stockholders' Agreement as amended and delivery of this Agreementassigned hereby.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby severally represents and warrants to the Company, severally Parent and not jointly, Purchaser as follows: (a) Such Stockholder is the record duly organized, validly existing and beneficial owner of the shares of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 in good standing under the Securities Exchange Act laws of 1934, as amended its jurisdiction of formation (to the “Exchange Act”extent that such concepts are recognized in such jurisdiction)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite necessary power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary limited partnership or limited liability company action, and no other limited partnership or limited liability company proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been validly duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding obligation of the other parties heretodelivery by Parent and Purchaser, constitutes the a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms terms, except that such enforceability (except insofar as enforceability i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generallygenerally and any implied covenant of good faith and fair dealing and (ii) is subject to general principles of equity, whether considered in a proceeding at law or by principles governing the availability of equitable remedies)in equity. (cb) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity)Stockholder, (ii) assuming that all consents, approvals, authorizations and other actions described in subsection (c) have been obtained and all filings and obligations described in subsection (c) have been made, conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to such Stockholder or by which it is the Shares of such Stockholder are bound or affected, or (iii)(Aiii) result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) underunder any agreement affecting the Shares to which such Stockholder is a party, (B) or give to others any other person any rights right of termination, amendment, acceleration or cancellation ofof any such agreement, or (C) result in the creation of any pledge, claim, lien, charge, a Lien or other encumbrance or security interest on the Shares of any kind or nature whatsoever upon any of the properties or assets of the such Stockholder underpursuant to, any agreementnote, bond, mortgage, indenture, contract, indentureagreement, note or instrument to which such Stockholder is a party or by which it is bound or affectedlease, except for such breacheslicense, defaults permit, franchise or other occurrences that would not prevent instrument or materially delay the performance obligation. (c) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder will not, require any of such Stockholder’s obligations under this Agreementconsent, approval, authorization or permit of, or (iv) filing with or notification to, any Governmental Authority, except for applicable requirements, if any, of the Exchange Act, the Securities HSR Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx and any Foreign Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this AgreementLaws. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to the CompanyParent and Subsidiary, severally and not jointly, as follows: (a) Such Stockholder is the record and beneficial owner of the number of shares of Parent Common Stock capital stock of the Company (as may be adjusted from time to time pursuant to Section 5 7 hereof, the “"Shares”") set forth opposite the Stockholder's name on Annex I hereto. On the date hereof, the Shares opposite such Stockholder’s 's name on Schedule A to this Agreement and such Shares represent Annex I constitute all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such StockholderStockholders. For purposes Such Stockholder has the exclusive right to vote or dispose of this Agreement, (or exercise the term “voting or disposition of) such Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such If such Stockholder has all requisite power and authority and, if is an individual, such Stockholder has the legal capacity, capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. . (c) If such Stockholder is a corporation, general partnership, limited partnership, limited liability company or any other corporate entity, such Stockholder is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization, and such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all corporate, partnership or other action necessary to authorize the execution, delivery and performance of this Agreement. (d) This Agreement has been duly authorized by all requisite action (corporate, partnership or other) on the part of such Stockholder, has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting enforcement of creditors’ ' rights generally, generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or by principles governing the availability of equitable remediesat law). (ce) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder of such Stockholder's obligations under this Agreement will not, (i) conflict with the Certificate of Incorporation with, result in a violation or By-laws or similar organizational documents of such Stockholder as presently in effect breach of, constitute (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both would become both) a default) default under, (B) result in or give to any other person any rights right of termination, amendmentcancellation, modification or acceleration or cancellation of, or (C) result in the creation or imposition of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever Lien upon any of the assets or properties or assets of the such Stockholder under, any agreementof the terms, contractconditions or provisions of (A) the certificates of articles of incorporation or by laws (or other comparable organizational documents) of (x) any law or order of any Governmental Authority applicable to such Stockholder or any of such Stockholder's assets or properties, indenture, note or instrument (y) any contract to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of or any of such Stockholder’s obligations under this Agreement's assets or properties is bound, or (ivii) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental Governmental Authority or regulatory authority, except where any third party. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is a trustee whose consent is required for the failure to make execution and delivery of this Agreement or the consummation by such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreementthe transactions contemplated hereby. (df) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal hereunder, and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is not subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated herebypreemptive rights. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

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

Representations and Warranties of the Stockholders. Each of As a material inducement to Superior and Holdings to enter into this Agreement and consummate the Stockholders transactions contemplated hereby, each Stockholder hereby severally represents and warrants to Superior and Holdings that all of the Companystatements contained in this Section 3.1 are correct and complete with respect to such Stockholder as of the date of this Agreement, severally except as set forth in the schedule attached to this Agreement disclosing exceptions to the representations and not jointly, as follows:warranties set forth herein (the "COMPANY DISCLOSURE SCHEDULE"): (a) Such Stockholder is the record has good and beneficial owner of marketable title to the shares of Parent Company Common Stock (as may which are to be adjusted from time to time sold, transferred and assigned by him pursuant to this Agreement, free and clear of any and all Security Interests, rights of first refusal, voting trusts or agreements, options or preemptive rights of any nature. Section 5 hereof, the “Shares”3.2(d) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares beneficially Company Disclosure Schedule sets forth a true and correct description of all shares of Company Common owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Stockholder. For purposes , and the terms of this Agreementany agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to commitment or understanding by such Stockholder upon exercise or conversion to make any payment of any existing right, contract, option, or warrant portion of the Purchase Price to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares Person upon the consummation of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder.transactions contemplated hereby; (b) Such Stockholder has all requisite the full right, power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and all other agreements described herein or entered into in connection herewith by him (the "RELATED AGREEMENTS"), and to consummate the transactions contemplated herebyperform his obligations hereunder and thereunder. This Agreement has been validly executed and delivered by the Related Agreements constitute the valid and legally binding obligations of such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder him in accordance with its terms (their respective terms, except insofar as enforceability the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws relating to or affecting the enforcement of creditors’ ' rights generally, now or by hereafter in effect and subject to the application of equitable principles governing and the availability of equitable remedies).; (c) The Such Stockholder is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution and or delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with the Certificate of Incorporation him or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of any of such Stockholder’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Shares. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby.; (fd) All existing agreements between such Stockholder and the Company have been terminated and such Stockholder is not a party to, subject to or bound by any agreement, commitment or understanding whatsoever between such Stockholder and the Company; (e) Such Stockholder understands and acknowledges that agrees that: (i) the Company Holdings Common to be issued to him pursuant to this Agreement, if any, has not been, and as of the Closing Date will not be, registered under the Securities Act or under any state securities laws; (ii) the Holdings Common is entering into the Merger Agreement being offered and issued in reliance upon the Stockholder’s execution Federal and delivery of this Agreement.state exemptions for transactions not involving any public offering; (iii) a "stop transfer" order will be placed against

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents Stockholder Represents and warrants to the Company, severally and not jointly, Purchaser as follows: (a) Such Stockholder is the record and beneficial owner of the shares of Parent Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder’s name on Schedule A to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Stockholder. For purposes of this Agreement, the term “Shares” shall include any shares of Parent Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other shares of Parent Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) 3.01 Such Stockholder has all requisite necessary power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to sell, assign, transfer and deliver to Purchaser the Shares pursuant to the terms and conditions of this Agreement. Such Stockholder has sole voting power and sole power of disposition with respect to all of the Shares with no restrictions material to this Agreement on the Stockholder's voting rights or rights of disposition pertaining thereto, and the Shares constitute all shares of Common Stock beneficially owned by the Stockholder. 3.02 The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by such Stockholder, and no other proceedings on the part of the Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement it has been duly and validly authorized, executed and delivered by Purchaser, such agreement constitutes the legal, a valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation agreement of such Stockholder, enforceable against such the Stockholder in accordance with its terms (terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect generally affecting creditors’ the rights generally, of creditors and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or by principles governing at law). Neither the availability of equitable remedies). (c) The execution and delivery of this Agreement nor the consummation by such Stockholder does not, and of the performance of this Agreement by such Stockholder transactions contemplated hereby will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach constitute a material violation of or constitute a default (under any contract, commitment, agreement, arrangement or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest restriction of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Stockholder is a party or by which it such Stockholder is bound bound. If this Agreement is being executed in a representative or affectedfiduciary capacity, except for the person signing this Agreement has full power and authority to enter into and perform such breachesagreement. 3.03 Each Stockholder has good title to the number of Shares appearing opposite his or its name, defaults free of all claims, liens, options, charges, security interests or other occurrences that would not prevent legal or materially delay the performance by such Stockholder equitable rights and encumbrances of any of such Stockholder’s obligations under this Agreementwhatsoever nature (collectively, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”"Encumbrances"), or and there exist no restrictions on the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976voting rights pertaining thereto, as amended (and Purchaser shall receive at the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure Closing good title to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The all Shares and the certificates representing the Shares owned by such Stockholder are now and at all times during the term hereof will be held by such Stockholder, or by a nominee or custodian for the benefit of purchased from such Stockholder, free and clear of all pledgesEncumbrances, liens, charges, claims, security interests, proxies, and with no restriction on the voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth on Schedule B hereto. Such Stockholder owns of record or beneficially no shares of Parent Common Stock other than such Stockholder’s Sharesrights pertaining thereto. (e) As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is subject to any order, writ, judgment, injunction, decree, determination or award that would prevent or delay the consummation of the transactions contemplated hereby. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.