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 severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholder, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders Parent and the Company on the date of its execution of a Joinder Agreement) Purchaser, severally and as of the date hereof not jointly, as follows: (a) Such Stockholder, to Stockholder is the extent applicable, is duly organized or incorporated, validly existing record and in good standing under the laws beneficial owner of the jurisdiction shares of Launch Common Stock set forth opposite his or its organization name on Schedule 1 to this Agreement (such shares of Launch Common Stock, together with any Launch Common Stock acquired by the Stockholder after the date of this Agreement, whether upon the exercise of options to purchase Launch Common Stock or incorporation and has otherwise, all requisite power and authority as may be adjusted from time to conduct its business as it is now being conducted and is proposed time pursuant to be conductedSection 7 hereof, the "Shares"). Schedule 1 lists separately all options issued to such Stockholder. (b) Such Stockholder has the full power, authority legal capacity to execute and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. and to consummate the transactions contemplated hereby. (c) This Agreement has been duly validly executed and delivered by such Stockholder and constitutes its, his or her the legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors’ ' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to 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 of this Agreementthe transactions contemplated hereby will result in a violation of, the performance by or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which itsuch Stockholder or his assets are bound. The consummation by such Stockholder of the transactions contemplated hereby will not violate, he or she is bound require any consent, approval, or (iii) notice under, any provision of any judgment, order, decree, statute, law, rule, regulation, judgment, order rule or decree regulation applicable to which it, he or she is subjectsuch Stockholder. (de) No noticeIn the case of any Stockholder that is a corporation, consentlimited partnership or limited liability company, waiversuch stockholder is an entity duly organized and validly existing under the laws of the jurisdiction in which it is incorporated or constituted, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by and each such Stockholder in connection with has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery or enforceability and performance of this Agreement. (ef) Such The Shares owned by such Stockholder is not currently in violation are now, and at all times during the term hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any lawrights of a stockholder in respect of such Shares (collectively, rule"Encumbrances"), regulation, judgment, order or decree, which violation could reasonably be expected at except for any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations Encumbrances arising hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders Parent and the Company on the date of Merger Sub, severally and not jointly, and solely as to itself and its execution of a Joinder Agreement) and as of the date hereof Shares, as follows: (a) Such The Stockholder (i) is the beneficial owner and has good and marketable title to, the Shares set forth opposite such Stockholder’s name on Schedule I hereto, free and clear of any and all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) except any Encumbrances arising under securities laws or arising hereunder; (ii) does not own, of record or beneficially, any shares of capital stock of the Company other than the Shares set forth on Schedule I hereto); and (iii) has the right to vote and dispose of and holds power to issue instructions with respect to the extent applicablematters set forth in Sections 3, 4 and 5 hereof, 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 such Stockholder’s Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities law and the terms of this Agreement. (b) In the case of any Stockholder that is a corporation, limited partnership or limited liability company, such Stockholder is an entity duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its organization in which it is incorporated or incorporation constituted. (c) The Stockholder has the legal capacity and has all requisite power and authority to conduct its business as it is now being conducted execute and is proposed deliver this Agreement and to be conducted. (b) Such Stockholder has perform the full powerStockholder’s obligations hereunder and consummate the transactions contemplated hereby. To the extent applicable, authority and legal right to execute, deliver and perform this Agreement. The the execution, delivery and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all the Stockholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of the Stockholder are necessary action, corporate or otherwise, to authorize the execution and delivery by the Stockholder of such Stockholderthis Agreement and the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such the Stockholder and constitutes its, his or her legal, a valid and binding obligation, obligation of the Stockholder enforceable against it, him or her in accordance with its terms, subject to applicable the effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generallygenerally and general equitable principles (whether considered in a proceeding in equity or at law). (cd) The Neither the execution and delivery by such Stockholder of this AgreementAgreement by the Stockholder, the performance by such the Stockholder of its, his or her such Stockholder’s obligations hereunder nor the consummation by such the Stockholder does not and of the transactions contemplated hereby will not violate (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with (A) to the case of parties who are not individualsextent applicable, any provision provisions of its Organizational Documents, the organizational documents of the Stockholder or (iiB) any provision contract, trust, commitment, agreement, understanding, arrangement or restriction of any material agreement kind to which it, he or she such Stockholder is a party or by which itsuch Stockholder’s Shares are bound, he or she is bound or (iiiii) subject to compliance with filing requirements as may be required under applicable securities laws, violate, or require any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorizationor notice under, exemptionany provision of any judgment, registrationorder, license decree, statute, law, rule or declaration is required regulation applicable to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability any of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunderShares. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly as to each of herself, himself or itself, as the case may be, to the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party parties to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Except as set forth in Schedule 4, each such Stockholder beneficially owns, with power to vote, the number of shares shown opposite the Stockholder's name on Schedule A free and clear of any and all claims, to liens, charges, encumbrances, covenants, conditions, voting trust arrangements, options and adverse claims or rights whatsoever, except as contemplated by the extent applicable, is duly organized Merger Agreement or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedgranted hereby. (b) Such Except as set forth in Schedule 4, each such Stockholder has the full powerright, power and authority and legal to enter into this Agreement; there are no options, warrants, calls, commitments or agreements of any nature whatsoever pursuant to which any person will have the right to executepurchase or otherwise acquire the shares of Common Stock owned by such Stockholder except as would, deliver if exercised, require such purchaser or acquiror to abide by this Agreement and perform the proxy granted hereby with respect thereto; except as provided in this Agreement. The , such Stockholder has not granted or agreed to grant any proxy or entered into any voting trust, vote pooling or other agreement with respect to the right to vote or give consents or approval of any kind as to the shares of Common Stock which proxy, trust, pooling or other agreement remains in effect as of the date hereof and is in conflict with this Agreement; (c) Each such Stockholder is not a party to, subject to or bound by any agreement or judgment, order, writ, prohibition, injunction or decree of any court or other governmental body that would prevent the execution, delivery and or performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. ; (d) This Agreement has been duly and validly executed and delivered by each such Stockholder and constitutes its, his or her a legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case effect of parties who are not individualsbankruptcy, any provision insolvency, reorganization or moratorium laws or other laws generally affecting the enforceability of its Organizational Documents, creditors' rights and (ii) any provision of any material agreement general equitable principles which may limit the right to which it, he obtain specific performance or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement.other equitable remedies; and (e) Such Each such Stockholder is not currently will use her/his/its best efforts so that the representations and warranties set forth in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. shall remain true and correct for the duration of the Term (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”hereinafter defined).

Representations and Warranties of the Stockholders. The Stockholders represent and warrant to the Company as set forth below. The representations and warranties set forth in clauses (a) through (c) are made on an individual basis, and each Stockholder makes the representations and warranties set forth therein only with respect to itself. The representations set forth in clause (d) below are made by the Stockholders on a joint and several basis. (a) Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become is a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholder, to the extent applicable, is corporation duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction state of its organization or incorporation incorporation, and each has all requisite power and authority to conduct its business as it is now being conducted enter into this Agreement and is proposed to be conductedconsummate the transactions contemplated hereby. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance by each of the Stockholders of this Agreement Agreement, and the consummation by each of the Stockholders of the transactions contemplated hereby, have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and each of the Stockholders, and, assuming that this Agreement constitutes its, his or her legal, a valid and binding obligationobligation of the Company, constitutes a valid and binding obligation of each such Stockholder, enforceable against it, him or her each such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such each Stockholder of this AgreementAgreement do not, and the performance consummation by such each Stockholder of itsthe transactions contemplated hereby and compliance by each Stockholder with the terms hereof will not, his conflict with, or her obligations hereunder by such Stockholder does not and will not violate result in any violation of or default under, (i) in the case of parties who are not individuals, any provision of its Organizational Documentsthe certificate of incorporation, by-laws or any other similar organizational documents of such Stockholder, (ii) any provision Order, or Applicable Law, applicable to any of the Stockholders or the property or assets of any material agreement such Stockholder or (iii) any Contracts to which it, he or she any Stockholder is a party or by which it, he any Stockholder or she any Stockholder's assets may be bound. No Governmental Approval of any Governmental Authority is bound required to be obtained or (iii) made by or with respect to any law, rule, regulation, judgment, order Stockholder in connection with the execution and delivery of this Agreement by such Stockholder or decree to which it, he or she is subjectthe consummation by such Stockholder of the transactions contemplated hereby. (d) No noticeThe Stockholders own an aggregate of 10,055,000 shares of Company Common Stock and 100 shares of Series A Convertible Preferred Stock, consentpar value $.05 per share, waiverof the Company ( "Company Preferred Stock"), approvalin each case, authorizationincluding the Subject Shares, exemptionand have good and valid title to such Shares, registrationfree and clear of all Liens, license and such Shares are the only securities of the Company that the Stockholders or declaration any of their Affiliates (as defined below) own beneficially or of record as of the date hereof. As used herein, the term "Affiliate" shall mean (i) any entity in which any one or more of the Stockholders owns, directly or indirectly, a greater than 15% beneficial interest, (ii) any partnership in which any of the Stockholders is required a general partner or managing member and (iii) any entity in which Xxxxx X. Xxxxxx ("Xxxxxx") or any of his children owns, directly or indirectly, a greater than 10% beneficial interest (other than through their ownership interest in any of the Stockholders) or in which Xxxxxx or any of his children serves as an officer, director, general partner or managing member. Notwithstanding the foregoing, no entity shall be deemed to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability an Affiliate for purposes of this Agreement. Agreement if, and to the extent that, such entity acquires, or continues to hold, shares of Company Common Stock or other equity securities of the Company (ei) Such Stockholder is not currently in violation over the opposition of any law, rule, regulation, judgment, order of the Stockholders or decreeXxxxxx, which violation could reasonably opposition shall be expected at any time to have expressed in writing with a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has copy delivered to the other Company in accordance with the notice provisions set forth in Paragraph 11 hereof, and (ii) with the intention or for the purpose of causing a breach of the obligations of any of the Stockholders and to the Company a duly executed copy pursuant to this Agreement. The term "Affiliate" shall not include the Company or any of a Spousal Consent its subsidiaries or Xxxx Biomedical, Inc. ("Xxxx"), so long as, in the form attached hereto as Annex B (a “Spousal Consent”)case of Xxxx, the combined ownership, direct or indirect, of the Stockholders in such company represents less than 20% of the voting power of such company. To the best knowledge and belief of each of the Stockholders, Xxxx does not beneficially own any of the Company's equity securities.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders Parent and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Purchaser as follows: (a) Such Stockholder, to Stockholder is the extent applicable, is duly organized or incorporated, validly existing sole record and beneficial owner (as defined in good standing Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such Stockholder's Subject Shares and, there exist no liens, claims, security interests, options, proxies, voting agreements, charges, obligations, understandings, arrangements or other encumbrances of any nature whatsoever, except for restrictions applicable thereto under federal and state securities laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted("Liens"), affecting such Subject Shares. (b) Such Stockholder's Subject Shares and the certificates representing such Subject Shares are now and at all times until the Termination Date (as defined herein) will be held by such Stockholder has free and clear of all Liens, except for the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. Liens arising hereunder. (c) This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by Parent and the Purchaser, constitutes its, his or her legal, a valid and binding obligationagreement of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, insolvency and similar bankruptcy or other laws affecting the enforcement of creditors’ ' rights generallygenerally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (cd) The execution and delivery of this Agreement by such Stockholder of this Agreementdoes not, and the performance by such Stockholder of its, his or her its obligations hereunder by will not, constitute a violation of, conflict with, result in a default (or an event which, with notice or lapse of time or both, would result in a default) under, or result in the creation of any Lien on any of such Stockholder does not and will not violate Stockholder's Subject Shares 2 under, (i) in the case of parties who are not individualsany contract, any provision of its Organizational Documentscommitment, (ii) any provision agreement, partnership agreement, understanding, arrangement or restriction of any material agreement kind to which it, he or she such Stockholder is a party or by which itsuch Stockholder is bound, he (ii) any judgment, writ, decree, order or she is bound ruling applicable to such Stockholder or (iii) any law, rule, regulation, judgment, order or decree law applicable to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this AgreementStockholder. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon To such Stockholder’s ability to enter into 's knowledge, neither the execution and delivery of this Agreement nor the performance of Stockholder's obligations hereunder will require any consent, authorization or approval of, filing with or notice to, any court, administrative agency or other governmental body or authority other than any required notices or filings pursuant to perform itsthe Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, his as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), state antitrust laws or her obligations hereunderthe federal securities laws. (f) There is no pending legal actionExcept for such Stockholder's Subject Shares, suit or proceeding that would materially and adversely affect the ability of such Stockholder does not, directly or indirectly, own beneficially or of record any Shares or any option, warrant or other right to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If acquire Shares nor is such Stockholder is an individual and marriedsubject to any contract, he commitment, arrangement, understanding or she has delivered relationship that allows or obligates it to vote or acquire any security of the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)Company.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders Parent and the Company on the date of its execution of a Joinder Agreement) Sub, severally and as of the date hereof not jointly, as follows: (a) Such Stockholder, to Stockholder is the extent applicable, is duly organized or incorporated, validly existing record and in good standing under the laws beneficial owner of the jurisdiction shares of Target Common Stock set forth opposite his, her or its organization name on Schedule 1 to this Agreement (such shares of Target Common Stock, together with any Target Common Stock acquired by the Stockholder after the date of this Agreement, whether upon the exercise of options to purchase Target Common Stock or incorporation and has otherwise, all requisite power and authority as may be adjusted from time to conduct its business as it is now being conducted and is proposed time pursuant to be conductedSection 7 hereof, the "Shares"). Schedule 1 lists separately all options issued to such Stockholder. (b) Such Stockholder has the full power, authority legal capacity to execute and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. and to consummate the transactions contemplated hereby. (c) This Agreement has been duly validly executed and delivered by such Stockholder and constitutes its, his or her the legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors’ ' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to 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 of this Agreementthe transactions contemplated hereby will result in a violation of, the performance by or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which itsuch Stockholder or his assets are bound. No consent, he or she is bound or (iii) any law, rule, regulation, judgmentapproval, order or decree to which itauthorization (collectively, he "Consent") of, action by or she is subject. (d) No noticein respect of, consent, waiver, approval, authorization, exemption, or registration, license declaration or declaration filing with, any Governmental Entity is required to be obtained or made by or obtained by such with respect to the Stockholder in connection with the execution and delivery of this Agreement by the Stockholder or the consummation by the Stockholder of the transactions contemplated by this Agreement, other than (i) compliance with and filings under the HSR Act, if applicable to the Stockholder's receipt in the Merger of Parent Shares, and (ii) such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. (e) In the case of any Stockholder that is a corporation, limited partnership or limited liability company, such stockholder is an entity duly organized and validly existing under the laws of the jurisdiction in which it is incorporated or constituted, and each such Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery or enforceability and performance of this Agreement. (ef) Such The Shares owned by such Stockholder is not currently in violation are now, and at all times during the term hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any lawrights of a stockholder in respect of such Shares (collectively, rule"Encumbrances"), regulation, judgment, order or decree, which violation could reasonably be expected at except for any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations Encumbrances arising hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder represents and warrants warrants, severally and not jointly to each of the other Stockholders and jointly, to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followsthat: (a) Such Stockholder, to the extent applicable, Stockholder (other than any Stockholder that is an individual) is duly organized or incorporatedorganized, validly existing and in good standing (or the equivalent thereof) under the laws Laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedformation. (b) Such Stockholder (other than any Stockholder that is an individual) has the full powerall requisite corporate, partnership or other authority and legal right power to execute, deliver and perform its obligations under this Agreement. The execution, delivery This Agreement and the performance by Such Stockholder of this Agreement the obligations contemplated hereby have been duly and validly authorized by all necessary action, corporate or otherwise, action on the part of such StockholderStockholder and no other proceedings on the part of such Stockholder are necessary to authorize the execution and delivery of this Agreement or the performance of its obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and and, assuming that this Agreement constitutes its, his or her the legal, valid and binding obligationobligation of the Company and each other Stockholder, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency and insolvency, fraudulent conveyance, reorganization, moratorium or similar laws Laws from time to time in effect affecting generally the enforcement of creditors’ rights generallyand remedies, and (ii) general principles of equity. (c) The execution and delivery of this Agreement by such Stockholder of this Agreement, and the performance by such Stockholder of its, his or her its obligations hereunder by such Stockholder does not and will not violate (i) do not result in any violation of the case charter or by-laws or other constituent documents of parties who are not individualssuch Stockholder, any provision of its Organizational Documentsif applicable, (ii) any provision do not conflict with, or result in a breach of any material of the terms or provisions of, or result in the creation or acceleration of any obligations under, or constitute a default under any agreement or instrument to which it, he or she such Stockholder is a party or by which it, he or she such Stockholder is bound or to which its properties may be subject, and (iii) do not violate any lawexisting applicable Law, rule, regulation, judgment, order or decree to which it, he of any Governmental Authority having jurisdiction over such Stockholder or she is subjectany of its properties. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required Except for the shares of Common Stock acquired pursuant to be made or obtained the Stock Purchase Agreement by such Stockholder in connection with the executionthat is an original signatory hereto, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder that is an individual original signatory hereto does not Beneficially Own any Voting Securities. For the avoidance of doubt, the representation and married, he or she has delivered to warranty contained in this Section 2.2(d) shall not be made by any Permitted Transferee that becomes a Stockholder hereunder after the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)date hereof.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement hereof (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementhereof, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholder, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, Agreement and the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties Stockholders who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each As of the date hereof, each of the Stockholders hereby represents and warrants to Earthstone, severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholder, to Stockholder is the extent applicable, is duly organized or incorporated, validly existing and in good standing beneficial owner (within the meaning of Rule 13d-3 under the laws Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and unless otherwise indicated, the record owner of the jurisdiction shares of its organization 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 Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Common Stock issuable to such Stockholder upon exercise or incorporation conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Common Stock, as the case may be (“Stockholder Rights”), that are currently exercisable or convertible or become exercisable or convertible and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedany other shares of Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has the full power, all requisite organizational power and authority to execute and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholderand to perform its obligations contemplated hereby. This Agreement has been duly validly executed and delivered by such Stockholder and and, assuming that this Agreement constitutes its, his or her the legal, valid and binding obligationobligation of Earthstone and the other Parties, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency and 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 AgreementAgreement by such Stockholder will not, (i) conflict with the certificate of formation, certificate of limited partnership, limited liability company agreement, partnership agreement or similar organizational documents of such Stockholder as presently in 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 itsany of such Stockholder’s obligations under this Agreement, his or her obligations hereunder (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the New York Stock Exchange (the “NYSE”), require any filing by such Stockholder does not and will not violate (i) in the case of parties who are not individualswith, or any permit, authorization, consent or approval of, any provision of its Organizational Documentsgovernmental or regulatory authority, (ii) any provision 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 material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subjectof such Stockholder’s obligations under this Agreement. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained The Shares and any certificates representing the Shares owned by such Stockholder in connection with are held by such Stockholder, or by a nominee or custodian for the executionbenefit of such Stockholder, delivery free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or enforceability 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 this Agreement.record or beneficially no shares of Common Stock other than such Stockholder’s Shares as set forth on Schedule A. (e) Such As of the date hereof, neither such Stockholder nor any of its respective properties or assets is not currently in violation of subject to any laworder, rule, regulationwrit, judgment, order or injunction, decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement determination or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding award that would materially and adversely affect prevent or delay the ability consummation of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunderthe transactions contemplated hereby. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: that (a) Such such Stockholder owns beneficially (as defined below) the number of shares of Common Stock set forth opposite such Stockholder's name on EXHIBIT A attached hereto (such shares of Common Stock, the "SUBJECT SHARES"), free and clear of all Liens or Restrictions and, except for this Agreement and the Share Exchange Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the extent applicablepledge, disposition or Voting (as defined in Section 2) of such Subject Shares and there are no Voting trusts or Voting agreements with respect to such Subject Shares, (b) such Stockholder has not appointed or granted any proxy, which appointment or grant is duly organized or incorporatedstill effective with respect to the Subject Shares, validly existing and in good standing under (c) such Stockholder has the laws of the jurisdiction of its organization or incorporation and capacity to enter into this Agreement, (d) such Stockholder has all requisite full power and authority to conduct enter into, execute and deliver this Agreement and to perform fully such Stockholder's obligations hereunder, and this Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its business terms (except insofar as it is now being conducted and is proposed 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), (e) no notices, reports or other filings are required to be conducted. made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with the execution and delivery of this Agreement by such Stockholder, and (bf) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder does not, and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery the consummation by such Stockholder of this Agreementthe transactions contemplated hereby will not, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the case giving of parties who are not individuals, notice or the passage of time or both) under any provision of its Organizational Documents, (ii) any provision of any material agreement Contract to which it, he or she such Stockholder is a party or by which itany of its assets are bound, he or she is bound (ii) result in the creation of any Lien on any of the assets of such Stockholder or (iii) result in a violation of, under or pursuant to any law, rule, regulation, judgmentorder, order judgment or decree applicable to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with or by which any of its assets are bound. For the execution, delivery or enforceability purposes of this Agreement. , a Person "beneficially" owns a security if such Person, directly or indirectly, through any contract, arrangement, understanding or otherwise has (eA) Such Stockholder is not currently in violation of any lawthe power to vote, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect direct the ability vote of such Stockholder security and (B) the power to enter into this Agreement dispose, or to perform its, his or her obligations hereunderdirect the disposition of such security. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder hereby, severally and not jointly, represents and warrants severally and not jointly to each of the other Stockholders and to the Company and each other Stockholder as of the date of the Original this Agreement (and or, in respect the case of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of executing a Joinder Agreement) and , as of the date hereof as followssuch date) that: (a) Such Stockholderif such Stockholder is not a natural Person, to the extent applicable, such Stockholder is an entity duly organized or incorporated, and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct execute and deliver this Agreement, to perform its business as it is now being conducted obligations hereunder and is proposed to be conducted.consummate the transactions contemplated hereby; (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action of such Stockholder, and that such Stockholder has duly executed and delivered this Agreement; (c) this Agreement constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) the execution, delivery and performance of this Agreement by such Stockholder does and the consummation of the transactions contemplated hereby, require no action by or in respect of, or filing with, any Governmental Authority, except as set out in the Merger Agreement or any Ancillary Agreement (as defined in the Merger Agreement); (e) the execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate (i) if such Stockholder is not a natural Person, conflict with or result in the case any violation or breach of parties who are not individuals, any provision of its Organizational Documentsany of the organizational documents of such Stockholder, (ii) conflict with or result in any violation or breach of any provision of any Applicable Law applicable to such Stockholder, or (iii) require any consent or other action by any Person under any provision of any material agreement or other instrument to which it, he or she the Stockholder is a party and which has not been obtained prior to or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with on the execution, delivery or enforceability date of this Agreement (or, in the case of a Stockholder executing a Joinder Agreement. (e) Such Stockholder is not currently in violation , as of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder.date); (f) There is no pending legal actionexcept for this Agreement, suit the Merger Agreement or proceeding that would materially and adversely affect any Ancillary Agreement (as defined in the ability of Merger Agreement), such Stockholder has not entered into or agreed to enter into this Agreement be bound by any other agreements or arrangements of any kind with any other party with respect to perform itsany Company Equity Interests, his including agreements or her obligations hereunder.arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (whether or not such agreements and arrangements are with the Company or any other Stockholder); and (g) If such Stockholder has not entered into, and agrees that it will not enter into, any agreement with respect to its securities that violates or subordinates or is an individual and married, he or she has delivered otherwise inconsistent with the rights granted to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)under this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to Dome, severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such StockholderStockholder is the beneficial owner and unless otherwise indicated, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws record owner of the jurisdiction shares of its organization PEDEVCO 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 of PEDEVCO Common Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of PEDEVCO Common Stock issuable to such Stockholder upon exercise or incorporation conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, PEDEVCO Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedany other shares of PEDEVCO Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite power and authority and, if an individual, the full powerlegal capacity, authority to execute and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholderand to consummate the transactions contemplated hereby. This Agreement has been duly validly executed and delivered by such Stockholder and and, assuming that this Agreement constitutes its, his or her the legal, valid and binding obligationobligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency and 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 AgreementAgreement by such Stockholder will not, (i) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or 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 itsany of such Stockholder’s obligations under this Agreement, his or her obligations hereunder (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the NYSE MKT (the “NYSE”), require any filing by such Stockholder does not and will not violate (i) in the case of parties who are not individualswith, or any permit, authorization, consent or approval of, any provision of its Organizational Documentsgovernmental or regulatory authority, (ii) any provision 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 material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subjectof such Stockholder’s obligations under this Agreement. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained The Shares and the certificates representing the Shares owned by such Stockholder in connection with are now and at all times during the executionterm hereof will be held by such Stockholder, delivery or enforceability by a nominee or custodian for the benefit of this Agreementsuch 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. Such Stockholder owns of record or beneficially no shares of PEDEVCO Common Stock other than such Stockholder’s Shares. (e) Such Stockholder As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is not currently in violation of subject to any laworder, rule, regulationwrit, judgment, order or injunction, decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement determination or to perform its, his award that would prevent or her obligations hereunderdelay the consummation of the transactions contemplated hereby. (f) There Such Stockholder understands and acknowledges that Dome is no pending legal action, suit or proceeding that would materially entering into the Acquisition Agreement in reliance upon such Stockholder’s execution and adversely affect the ability delivery of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunderAgreement. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders Purchaser and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Parent as follows: (a) Such StockholderStockholder is the sole record and Beneficial Owner of, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power good title to, its Shares and authority to conduct its business as it is now being conducted and is proposed to be conductedthere exist no restrictions on transfer, options, proxies, voting agreements, voting trusts or Liens affecting the Shares. (b) The Shares constitute all of the Securities of the Company beneficially owned, directly or indirectly, by such Stockholder. (c) Except for the Shares, such Stockholder does not, directly or indirectly, beneficially own or has any option, warrant or other right to acquire any Securities of the Company (presently, with the passage of time, subject to conditions or otherwise) that are or may by their terms or law become entitled to voting rights or any Securities that are convertible or exchangeable into or exercisable for any Securities of the Company. (d) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of its obligations hereunder will not, constitute a violation of, conflict with, result in a default (or an event which, with notice or lapse of time or both, would result in a default) under, or result in the creation of any Lien on any Shares under, (i) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder is a party or by which such Stockholder or its Shares are bound or (ii) any judgment, writ, decree, order or ruling affecting such Stockholder or its Shares. (e) Such Stockholder has the full power, power and authority and legal right to execute, deliver and perform this AgreementAgreement and to consummate the transactions contemplated hereby. The This Agreement has been duly and validly authorized by such Stockholder, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action, corporate or otherwise, and no other actions on the part of such StockholderStockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by the Purchaser, constitutes its, his or her legal, a valid and binding obligationagreement of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, insolvency and similar reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generallygenerally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (cf) The Neither the execution and delivery by such Stockholder of this Agreement, Agreement nor the performance by such Stockholder of its, his or her its obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, ruledecree, regulationstatute, judgment, order rule or decree regulation applicable to which it, he such Stockholder or she is subject. (d) No notice, the Shares or require any consent, waiverauthorization or approval of, approvalfiling with or notice to, authorizationany court, exemption, registration, license administrative agency or declaration is required to be made other governmental body or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreementauthority. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants Stockholder, severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to the Issuer, and each of the other Stockholders and the Company Stockholder that on the date of its execution of a Joinder Agreement) and as of the date hereof as followshereof: (a) Such This Agreement has been duly authorized, executed and delivered by such Stockholder and, assuming the due execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes the valid and binding obligation of such Stockholder, to enforceable against such Stockholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or similar Laws affecting the extent applicable, enforcement of creditors’ rights or remedies generally and by the effect of general principles of equity (regardless of whether enforcement is duly organized considered in a proceeding in equity or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted.at law); (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, Agreement and the performance agreements contemplated hereby and the consummation by such Stockholder of itsthe transactions contemplated hereby do not and will not, with or without the giving of notice or the passage of time or both: (i) violate the provisions of any Law, rule or regulation applicable to such Stockholder or his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, properties or assets; (ii) violate any provision judgment, decree, order or award of any material court, governmental or quasi-governmental agency or arbitrator applicable to such Stockholder or his or her properties or assets; or (iii) result in any breach of any terms or conditions of, or constitute a default under, any contract, agreement or instrument to which it, he or she such Stockholder is a party or by which it, he such Stockholder or she is bound his or (iii) any law, rule, regulation, judgment, order her properties or decree to which it, he or she is subject.assets are bound; and (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (ec) Such Stockholder is understands that the Shares may not currently in violation be sold, transferred, or otherwise disposed of any lawwithout registration under the Securities Act or an exemption therefrom, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding and that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act, Shares must be held indefinitely.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company that: (i) The Subject Shares described in the recitals to this Agreement are the only shares of capital stock of Parent, securities convertible into capital stock of Parent, or other rights in respect of capital stock of Parent (collectively, "Securities") Beneficially Owned or owned of record by the Stockholder or its controlled Affiliates on the date hereof; (ii) such Stockholder has valid title to such Subject Shares, free and clear of all liens, claims, charges, options, proxies, security interests and encumbrances of any kind whatsoever (except as contemplated by this Agreement), and none of such Subject Shares is subject to any pledge or any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Subject Shares; and (iii) neither the Stockholder nor any of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholder, controlled Affiliates presently owns any options to the extent applicable, is duly organized purchase or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization rights to subscribe for or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedotherwise acquire any other Securities. (b) Such The Stockholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Stockholder's obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the full powerStockholder and no other proceedings or actions are necessary therefor. (c) This Agreement has been duly and validly executed and delivered by the Stockholder and represents a valid and legally binding obligation of the Stockholder, authority and legal right to execute, deliver and perform this Agreement. enforceable against the Stockholder in accordance with its terms. (d) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such the Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate constitute a violation of, conflict with, require any consent (not yet obtained) under or result in a default (whether with notice or lapse of time or both) under (i) in the case of parties who are not individuals, any provision of its Organizational DocumentsConstituent Documents or any contract, (ii) any provision of any material agreement understanding or arrangement to which it, he or she the Stockholder is a party or by which itthe Stockholder or the Subject Shares are bound, he (ii) any judgment, injunction, decree or she is bound order applicable to the Stockholder, or (iii) any applicable law, rulestatute, rule or regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Major Stockholder hereby severally, but not jointly, represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Offeror as follows: (a) Such Stockholder4.1 If such Major Stockholder is a corporation or other legal entity, to the extent applicable, such Major Stockholder is duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and formation. Such Major Stockholder has all requisite necessary power and authority to conduct its business as it is now being conducted execute and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by such Major Stockholder and the consummation by such Major Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action, corporate or otherwise, and no other proceedings on the part of such StockholderMajor Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Major Stockholder and, assuming the due authorization, execution and delivery by Offeror and that this Agreement constitutes its, his or her legal, valid and binding obligationobligation of Offeror, constitutes the legal, valid and binding obligation of such Major Stockholder, enforceable against it, him or her such Major Stockholder in accordance with its terms, subject except to the extent that enforcement may be limited by applicable bankruptcy, insolvency and similar reorganization, insolvency, moratorium, or other laws affecting creditors’ the enforcement of creditor’s rights generallygenerally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) 4.2 The execution and delivery of this Agreement by such Major Stockholder do not, and the performance of this Agreement, the performance Agreement by such Major Stockholder of itswill not, his or her obligations hereunder by such Stockholder does not and will not violate (i) in if such Major Stockholder is a corporation or other legal entity, conflict with or violate the case Certificate of parties who are not individuals, any provision Incorporation or Bylaws or equivalent organizational documents of its Organizational Documents, such Major Stockholder or (ii) result in any provision breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any material agreement right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of such Major Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation. 4.3 The execution and delivery of this Agreement by such Major Stockholder do not, and the performance of this Agreement by such Major Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for applicable requirements, if any, of the Exchange Act. 4.4 With respect to which itany Major Stockholder who is a natural person, he or she is the failure of the spouse, if any, of such Major Stockholder to be a party or by which itsignatory to this Agreement shall not (i) prevent such Major Stockholder from performing such Major Stockholder’s obligations and consummating the transactions contemplated hereunder, he or she is bound or (iiiii) any lawprevent this Agreement from constituting the legal, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by valid and binding obligation of such Major Stockholder in connection accordance with the execution, delivery or enforceability of this Agreementits terms. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby severally represents and warrants to each of the other Stockholders Parent and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Purchaser as follows: (a) Such StockholderIf such Stockholder is a corporation or other legal entity, to the extent applicable, such Stockholder is duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and formation. Such Stockholder has all requisite necessary power and authority to conduct its business as it is now being conducted execute and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance 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, corporate or otherwise, and no other proceedings on the part of such StockholderStockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes its, his or her the legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject except to the extent that enforcement may be limited by applicable bankruptcy, insolvency and similar reorganization, insolvency, moratorium, or other laws affecting creditors’ the enforcement of creditor's rights generallygenerally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (b) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder will not, (i) if such Stockholder is a corporation or other legal entity, conflict with or violate the Certificate of Incorporation or By- laws or equivalent organizational documents of such 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 law applicable to such Stockholder or by which any property or asset of such Stockholder is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of such Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences as would not, individually or in the aggregate, prevent or materially delay the performance by such Stockholder of any of its obligations pursuant to this Agreement. (c) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this AgreementAgreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Exchange Act and the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay the performance by such Stockholder of its, his or her any of such Stockholder's obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement pursuant to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subjectthis Agreement. (d) No noticeWith respect to any Stockholder who is a natural person, consentthe failure of the spouse, waiverif any, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into be a party or signatory to this Agreement or to perform its, his or her obligations hereunder. shall not (gi) If prevent such Stockholder is an individual from performing such Stockholder's obligations and marriedconsummating the transactions contemplated hereunder, he or she has delivered to (ii) prevent this Agreement from constituting the other Stockholders legal, valid and the Company a duly executed copy binding obligation of a Spousal Consent such Stockholder in the form attached hereto as Annex B (a “Spousal Consent”)accordance with its terms.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company The Initial Stockholder, as of the date hereof, and each other Stockholder, as of the Original Agreement (and in respect of Persons who became or become date such Stockholder becomes a party to this Agreement after pursuant to the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) Joinder, hereby represent and as of warrant to the date hereof Company as follows: (a) Such Stockholder, to the extent applicableStockholder has been duly formed, is duly organized or incorporated, validly existing and is in good standing under the laws of the its jurisdiction of its organization or incorporation and organization. Such Stockholder has all requisite power and authority to conduct execute and deliver this Agreement (or to deliver a Joinder and join this Agreement, as applicable) and to perform its business as it is now being conducted and is proposed to be conductedobligations under this Agreement. (b) Such The execution and delivery by such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized (or the execution and delivery of a Joinder and the joining of this Agreement, as applicable) and the performance by all necessary actionsuch Stockholder of its obligations under this Agreement do not and will not conflict with, corporate violate any provision of or otherwiserequire the consent or approval of any Person under (i) Applicable Law, (ii) the organizational documents of such Stockholder. This Agreement has been duly executed and delivered by , or (iii) any Contract to which such Stockholder is a party or to which any of its assets is subject, except, in case of clauses (i) and constitutes its(iii), his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with as would not be reasonably expected to have a material adverse effect on such Stockholder’s performance of its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generallyobligations hereunder. (c) The execution and delivery by such Stockholder of this Agreement (or the execution and delivery of a Joinder and the joining in this Agreement, as applicable) and the performance by such Stockholder of its, his its obligations under this Agreement have been duly authorized by all necessary corporate (or her obligations hereunder by similar) action on the part of such Stockholder does not and will not violate (i) in Stockholder. Assuming the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, due authorization, exemptionexecution and delivery of this Agreement by the Company, registrationthis Agreement constitutes a legal, license or declaration is required to be made or obtained by valid and binding obligation of such Stockholder, enforceable against such Stockholder in connection accordance with the executionits terms, delivery subject to bankruptcy, insolvency and other laws of general applicability relating to or enforceability affecting creditors’ rights and to general principles of this Agreementequity. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants Stockholder severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof to each other as follows: (a) Such StockholderIf a corporation, the Stockholder is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation and has requisite corporate power and authority to enter into this Agreement and to undertake the extent applicabletransactions contemplated in this Agreement; (b) If a limited liability company, the Stockholder is a limited liability company duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction state of its organization or incorporation formation and has all requisite limited liability company power and authority to undertake the transactions contemplated by this Agreement; (c) If a partnership, the Stockholder is a partnership duly organized, validly existing, and in good standing under the laws of the state of its formation and has requisite partnership power and authority to enter into this Agreement and to undertake the transactions contemplated in this Agreement; (d) If a trust, the Stockholder is a trust duly organized, validly existing and in good standing under the laws of the state of its formation and has requisite power and authority to conduct its business as it is now being conducted enter into this Agreement and is proposed to be conducted.undertake the transactions contemplated in this Agreement; (be) Such If an individual, the Stockholder has is legally competent to enter into this Agreement and to undertake the full power, authority and legal right to execute, deliver and perform transactions contemplated in this Agreement. ; (f) The execution, delivery and performance of this Agreement have been duly authorized will not violate any provision of law, any order of any court, or other agency of government, or any provision of any indenture, agreement, or other instrument to which the Stockholder or any of the Stockholder's properties or assets is bound, or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement, or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the properties or assets of the Stockholder, except as contemplated by all necessary action, corporate or otherwise, of such Stockholder. this Agreement; and (g) This Agreement has been duly executed and validly authorized, executed, and delivered by such the Stockholder and constitutes its, his or her the legal, valid valid, and binding obligationobligation of the Stockholder, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium, liquidation, fraudulent conveyance, and other similar laws and principles of equity affecting creditors’ ' rights and remedies generally. (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such -------------------------------------------------- Stockholder hereby severally represents and warrants to each Purchaser and Merger Sub as follows as to such Stockholder: a. Such Stockholder is the record and beneficial owner of the other Stockholders and the Company shares of Common Stock ("Shares") set forth next to such Stockholder's name on the date of its execution of a Joinder Agreement) and as of the date hereof as follows:Exhibit A hereto. (a) b. Such Stockholder, to the extent applicableif a corporation, is duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and respective jurisdiction, has all requisite corporate power and authority to conduct its business as it is now being conducted execute and is proposed deliver this Agreement and to be conducted. (b) Such Stockholder consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. Agreement. c. This Agreement has been duly authorized, executed and delivered by such Stockholder and constitutes its, his or her the legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors’ ' rights generallygenerally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) The d. Neither the execution and delivery of this Agreement nor the consummation by such Stockholder of this Agreementthe transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding or arrangement of any kind to which the performance Stockholder is a party or bound or to which such Stockholder's Shares are subject. Consummation by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and the transactions contemplated hereby will not violate (i) in the case of parties who are not individualsviolate, or require any provision of its Organizational Documentsconsent, (ii) approval, or notice under any provision of any material agreement judgment, order, decree, statute, law, rule or regulation applicable to which itsuch Stockholder or such Stockholder's Shares, he except for any necessary filing under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or she is a party the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any pre-merger notification with the German Federal Cartel Office or state takeover laws. e. Such Stockholder's Shares and the certificates representing such Stockholder's Shares are now and at all times during the term hereof will be held by such Stockholder, or by which ita nominee or custodian for the benefit of such Stockholder, he free and clear of all liens, claims, security interests, proxies, voting trusts or she is bound agreements, understandings or (iii) arrangements or any lawother encumbrances whatsoever, ruleexcept for any such encumbrances or proxies arising hereunder or otherwise disclosed to the Purchaser; provided, regulationhowever, judgmentthat such Stockholder may transfer all or a portion of the shares to a person or entity who, order or decree by written instrument reasonably acceptable in form and substance to which itPurchaser, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required agrees to be made or obtained bound by such Stockholder in connection with each of the execution, delivery or enforceability terms of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder other than Parent (as to himself or itself only) represents and warrants severally and not jointly to each of the other Stockholders and to the Company and Parent that, as of the date of the Original Agreement (and in respect of Persons who became or become time such Stockholder becomes a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholder, to the extent applicable, it is a corporation duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction State of its organization state of incorporation, or incorporation it is a limited partnership or a limited liability company duly formed, validly existing, and in good standing under the Laws of the State of its state of formation, as the case may be, it has all requisite full power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or limited liability company action, corporate . (b) this Agreement (or otherwise, of the separate joinder agreement executed by such Stockholder. This Agreement ) has been duly and validly executed and delivered by such Stockholder Stockholder, and this Agreement constitutes its, his or her legal, valid a legal and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.; and (c) The execution the execution, delivery and delivery performance by such Stockholder of this Agreement (or any joinder to this Agreement, if applicable) and the performance consummation by such Stockholder of itsthe transactions contemplated hereby (and thereby, his if applicable) will not, with or her obligations hereunder by such Stockholder does not and will not violate without the giving of notice or lapse of time, or both, (i) in the case of parties who are not individuals, violate any provision of its Organizational Documentslaw, statute, rule or regulation to which such Stockholder is subject, (ii) violate any provision order, judgment or decree applicable to such Stockholder or (iii) conflict with, or result in a breach or default under, any term or condition of any material agreement or other instrument to which it, he or she such Stockholder is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)bound.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants Stockholder severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followsto each other Stockholder that: (a) Such Stockholderhe or she has (and with respect to Covered Securities to be acquired, will have) good, valid and marketable title to the extent applicableCovered Securities, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement, the Plan of Incorporation of XxXxxxxxx XX, the Exchange Agreement or another agreement with the Company by which such Stockholder is duly organized bound and to which the Covered Securities are subject; and (i) he or incorporated, validly existing and in good standing under the laws she is of the jurisdiction of its organization or incorporation sound mind and has all requisite power full legal capacity to enter into, execute and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver this Agreement and perform this Agreement. The execution, delivery and performance of his or her obligations hereunder; (ii) this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, terms (subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights generally. and to general equity principles); (ciii) The neither his or her execution and delivery by such Stockholder of this Agreement, Agreement nor the performance by such Stockholder consummation of its, his the transactions contemplated herein conflicts with or her obligations hereunder by such Stockholder does not and will not violate (i) results in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision a breach of any material of the terms, conditions or provisions of any agreement or instrument to which it, he or she is a party or by which ithis or her assets are bound, or constitutes a default under any of the foregoing, or violates any law or regulation; (iv) he or she has obtained all authorizations, consents, approvals and clearances of all courts, governmental agencies and authorities, and any other person, if any (including his or her spouse with respect to the interest of such spouse in his or her Covered Securities if the consent of such spouse is bound required), required to permit him or her to enter into this Agreement and to consummate the transactions contemplated herein; (iiiv) there are no actions, suits or proceedings pending, or, to his or her knowledge, threatened against or affecting him or her or his or her assets in any lawcourt or before or by any federal, rulestate, regulationmunicipal or other governmental department, judgmentcommission, order board, bureau, agency or instrumentality which, if adversely determined, would impair his or her ability to perform this Agreement; (vi) the performance of this Agreement will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which it, he or she is subject. ; and (dvii) No noticeno statement, consent, waiver, approval, authorization, exemption, registration, license representation or declaration is required to be warranty made by him or obtained by such Stockholder her in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently , nor any information provided by him or her for inclusion in violation a report filed pursuant to Section 5.3 hereof or in a registration statement filed by the Company contains or will contain any untrue statement of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability fact or omits or will omit to enter into this Agreement state a material fact necessary in order to make the statements, representations or to perform its, his warranties contained herein or her obligations hereunderinformation provided therein not misleading. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Parent as follows: (a) Such Stockholder, to such Stockholder has the extent applicable, is duly organized full corporate or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite other entity power and authority to conduct its business as it is now being conducted execute and is proposed deliver this Agreement and to be conducted.perform such Stockholder’s obligations hereunder; (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, (assuming this Agreement constitutes a valid and binding agreement of such Stockholder. This Agreement the other Parties) has been duly executed and delivered by or on behalf of such Stockholder and constitutes its, his or her legal, a valid and binding obligationagreement with respect to such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.; (c) The as of the date hereof, such Stockholder beneficially owns the number of Shares indicated opposite such Stockholder’s name on Schedule 1 free and clear of any Liens, and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares and none of the Shares are subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares, except (i) as contemplated by this Agreement, (ii) as contemplated by any shareholders or similar agreement of the Company or (iii) for any limitations or restrictions imposed under applicable Laws; (d) the execution and delivery of this Agreement by such Stockholder of this Agreementdoes not, and the performance by such Stockholder of its, his or her its obligations hereunder and the compliance by such Stockholder with any provisions hereof will not, violate or conflict with, result in a material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any Shares pursuant to, any material Contract to which such Stockholder is a party or by which such Stockholder is bound, or any law, statute, rule or regulation to which such Stockholder is subject or, in the event that such Stockholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of such Stockholder; and (e) the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder does not and will not violate (i) in the case of parties who are not individualsnot, require any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorizationauthorization or permit of, exemptionor filing with or notification to, registration, license any governmental or declaration is required to be made or obtained regulatory authority by such Stockholder in connection with except for applicable requirements, if any, of the executionExchange Act and applicable Antitrust Laws, delivery and except where the failure to obtain such consents, approvals, authorizations or enforceability permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into his obligations under this Agreement or to perform its, his or her obligations hereunderin any material respect. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants Stockholders, severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof parties to this Agreement as follows: (a) Such StockholderIf such Stockholder is not an individual, to the extent applicable, such Stockholder is an entity duly organized or incorporatedformed, validly existing and in good standing under the laws of the its jurisdiction of its organization or incorporation formation, and has all requisite necessary power and authority to conduct enter into this Agreement and to perform its business as it is now being conducted and is proposed to be conductedobligations under this Agreement. (b) Such If such Stockholder has is not an individual, the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have by such Stockholder has been duly and validly authorized by all necessary action, corporate and no other proceedings on the part of such Stockholder are necessary to authorize this Agreement or otherwise, the performance of such Stockholder. ’s obligations under this Agreement. (c) This Agreement has been duly executed and delivered by such Stockholder Stockholder, and, assuming due authorization, execution and delivery by each other party hereto, constitutes its, his or her a legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable (i) bankruptcy, insolvency and insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, and (ii) limitations on the availability of specific performance or injunctive relief or other equitable remedies. (cd) The execution and delivery by As of the date hereof, such Stockholder is the Beneficial Owner and record holder of this Agreement, the performance by such Stockholder of Shares set forth next to its, his or her obligations hereunder by such Stockholder does not and will not violate respective name (ix) on Schedule 1 hereto or (y) in the case of parties who are each Initial Manager only, the books and records of the Company. (e) Such Stockholder has not individualsgranted and is not a party to any proxy, voting trust or other agreement that is inconsistent with or conflicts with any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subjectthis Agreement except for the Manager Side Agreements. (df) No noticeOther than any consents that have already been obtained, no consent, waiver, approval, authorization, exemption, registration, registration or license or declaration is required to be made or obtained by such Stockholder in connection with the execution, its execution and delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company parties hereto a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”). (h) [Reserved]. (i) If such Stockholder is CP VI Holdings or an Initial Carlyle Entity, (i) such Stockholder is not a Permitted Co-Investor Transferee, in whole or in part, of any of CP VI Holdings or the other Initial Carlyle Entities and (ii) as of the date hereof, all of the limited partnership interests of CP VI Holdings are held by the Initial Carlyle Entities. (j) If such Stockholder is an Initial H&F Entity, such Stockholder is not a Permitted Co-Investor Transferee, in whole or in part, of any of the other Initial H&F Entities.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to Parent and Merger Sub, severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholder is the record and beneficial owner of the shares of 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 extent applicable, is duly organized or incorporated, validly existing and in good standing Shares beneficially owned (within the meaning of Rule 13d-3 under the laws Securities Exchange Act of 1934, as amended (the jurisdiction “Exchange Act”)) by such Stockholder. For purposes of its organization this Agreement, the term “Shares” shall include any shares of Company Common Stock issuable to such Stockholder upon exercise or incorporation conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Company Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and has any other shares of Company Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. Schedule A lists all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedStockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite power and authority and, if an individual, the full powerlegal capacity, authority to execute and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholderand to consummate the transactions contemplated hereby. This Agreement has been duly validly executed and delivered by such Stockholder and and, assuming that this Agreement constitutes its, his or her the legal, valid and binding obligationobligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency and 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 AgreementAgreement 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 itsany of such Stockholder’s obligations under this Agreement, his or her obligations hereunder (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 does not and will not violate (i) in the case of parties who are not individualswith, or any permit, authorization, consent or approval of, any provision of its Organizational Documentsgovernmental or regulatory authority, (ii) any provision 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 material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subjectof such Stockholder’s obligations under this Agreement. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained The Shares and the certificates representing the Shares owned by such Stockholder in connection with are now and at all times during the executionterm hereof will be held by such Stockholder, delivery or enforceability by a nominee or custodian for the benefit of this Agreementsuch 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 Company Common Stock other than such Stockholder’s Shares. (e) Such Stockholder As of the date hereof, neither such Stockholder, nor any of its respective properties or assets is not currently in violation of subject to any laworder, rule, regulationwrit, judgment, order or injunction, decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement determination or to perform its, his award that would prevent or her obligations hereunderdelay the consummation of the transactions contemplated hereby. (f) There Such Stockholder understands and acknowledges that Parent is no pending legal actionentering into, suit or proceeding that would materially and adversely affect the ability of such Stockholder causing Merger Sub to enter into into, the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement or to perform its, his or her obligations hereunderAgreement. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders Parent and the Company on the date of Merger Sub, severally as to itself and with respect to its execution of a Joinder Agreement) and as of the date hereof Shares, as follows: (a) Such Stockholder, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws 's Shares constitute all of the jurisdiction shares of its organization Company Common Stock beneficially owned, directly or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedindirectly, by such Stockholder. (b) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of its obligations hereunder will not, constitute a violation of, conflict with, result in a default (or an event which, with notice or lapse of time or both, would result in a default) under, or result in the creation of any Lien on any of such Stockholder's Shares under (i) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder is a party or by which such Stockholder is bound, (ii) any judgment, writ, decree, order or ruling applicable to such Stockholder, or (iii) the organizational documents of such Stockholder, if applicable. (c) Such Stockholder has the full power, power and authority and legal right to execute, deliver and perform this AgreementAgreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action, corporate or otherwise, and no other actions on the part of such StockholderStockholder are required in order to consummate the transaction contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes its, his or her legal, a valid and binding obligationagreement of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generallylaw. (cd) The Neither the execution and delivery by such Stockholder of this Agreement, Agreement nor the performance by such Stockholder of its, his or her its obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individualsviolate any order, any provision of its Organizational Documentswrit, injunction or judgment applicable to such Stockholder or (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) violate any law, ruledecree, regulationstatute, judgment, order rule or decree regulation applicable to which it, he such Stockholder or she is subject. (d) No notice, require any consent, waiverauthorization or approval of, approvalfiling with or notice to, authorizationany court, exemptionadministrative agency or other governmental body or authority, registration, license other than any required notices or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered filings pursuant to the other Stockholders Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the Company a duly executed copy of a Spousal Consent in rules and regulations promulgated thereunder (the form attached hereto as Annex B (a “Spousal Consent”)"HSR Act") or the federal securities laws.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) hereof and as of the date hereof as followsEffective Time that: (a) Such StockholderThe execution, to delivery and performance by such Stockholder of this Agreement and the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws consummation such Stockholder of the jurisdiction transactions contemplated hereby are within the Stockholder’s full legal capacity, right and authority. This Agreement has been duly and validly executed and delivered by such Stockholder and assuming due execution and delivery by the Company, this Agreement constitutes a valid and binding Agreement with such Stockholder enforceable against it in accordance with its terms. In the case of its organization or incorporation and a Stockholder that is a trust, such Stockholder has all requisite necessary trust power and authority to conduct its business as it is now being conducted enter into, and is proposed to be conducted. (b) Such Stockholder has bound by the full powerterms of, authority and legal right to execute, deliver and perform this Agreement. The , and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (cb) The execution execution, delivery and delivery performance by such Stockholder of this Agreement, Agreement and the performance by such Stockholder consummation of its, his or her obligations hereunder by such Stockholder does the transactions contemplated hereby do not and will not violate (i) in the case of parties who are not individuals, violate any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any applicable law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgmentinjunction, order or decree, which violation could reasonably be expected at (ii) require any time consent or other action by any Person under, constitute a default under, or give rise to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement any right of termination, cancellation or acceleration or to perform its, his a loss of any benefit to which such Stockholder is entitled under any provision of any agreement or her obligations hereunder. other instrument binding on such Stockholder or (fiii) There is no pending legal action, suit or proceeding that would materially and adversely affect result in the ability imposition of any lien (other than pursuant to this Agreement) on any asset of such Stockholder to enter into (including the Common Stock). In the case of any Stockholder that is a trust, there are no consents of any beneficiary of such trust that have not already been obtained and are required in connection with the execution and delivery of this Agreement or to perform itsAgreement, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy consummation of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)transactions contemplated hereby.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants -------------------------------------------------- Stockholder, severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to each of the other Stockholders Purchaser and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Merger Sub as follows: (a) Such StockholderStockholder (if it is a corporation, to the extent applicable, partnership or other legal entity) is duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or incorporation and organization. Such Stockholder has all the requisite power and authority (whether corporate or otherwise) to conduct enter into and deliver this Agreement and to carry out its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreementobligations hereunder. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action, corporate or otherwise, and no other proceedings on the part of such StockholderStockholder are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming its due authorization, execution and constitutes itsdelivery by Purchaser, his or her is a legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms. (b) The execution and delivery of this Agreement by such Stockholder 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 document of such Stockholder (in the case of Stockholder that is a corporation, partnership or other legal entity), (ii) conflict with or violate any federal, state, local or foreign law, statute, ordinance, rule, regulation, permit, injunction, writ, judgment, decree or order (collectively, "Laws") of any Governmental Authority applicable to such Stockholder or by which any of its assets are bound (subject to applicable bankruptcythe required consents referenced in Section 4.1(c)), insolvency or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Encumbrance on any of the assets of such Stockholder pursuant to, any contract or other instrument to which such Stockholder is a party or by which such Stockholder or (if such Stockholder purports to be a corporation) any of its subsidiaries or any of their respective assets are bound, except for any thereof that could not reasonably be expected to impair the ability of such Stockholder to perform its obligations hereunder and similar laws affecting creditors’ rights generallyexcept for any Encumbrances created hereby. (c) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement, the performance Agreement by such Stockholder of itswill not, his or her obligations hereunder by require such Stockholder does not and will not violate to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority based on any Laws of any Governmental Authority, except (i) in the case Securities Exchange Act of parties who are not individuals1934, any provision of its Organizational Documentsas amended, and the rules and regulations promulgated by the Securities and Exchange Commission (the "SEC") thereunder (collectively, the "Exchange Act"), and the HSR Act; and (ii) any provision where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not reasonably be expected to impair the ability of any material agreement such Stockholder to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subjectperform its obligations hereunder. (d) No noticeThere is no suit, consentaction, waiverinvestigation or proceeding pending or, approvalto the knowledge of such Stockholder, authorization, exemption, registration, license or declaration is required to be made or obtained by threatened against such Stockholder at law or in connection with equity before or by any Governmental Authority that could reasonably be expected to impair the executionability of such Stockholder to perform its obligations hereunder, delivery and there is no judgment, decree, injunction, rule, order or enforceability writ of this Agreementany Governmental Authority to which such Stockholder or its assets are subject that could reasonably be expected to impair the ability of such Stockholder to perform its obligations hereunder. (e) Such Stockholder is not currently in violation owns beneficially and of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon record the shares of Company Common Stock set forth opposite such Stockholder’s ability 's name on Exhibit A hereto (with respect to enter into this Agreement such Stockholder, the "Existing Shares"). The Existing Shares constitute all the shares of Company Common Stock owned beneficially and of record by such Stockholder. Such Stockholder has sole voting power, sole power of disposition and all other stockholder rights with respect to all of its Existing Shares, with no restrictions, other than restrictions on disposition pursuant to applicable securities laws, on such Stockholder's rights of voting or disposition pertaining thereto. Such Stockholder has good and valid title to perform itsall its Existing Shares, his or her obligations hereunder. free and clear of all Encumbrances (fother than any Encumbrances created hereby) There is no pending legal actionand, suit or proceeding that would materially and adversely affect the ability of when delivered by such Stockholder to enter into this Agreement or Purchaser upon exercise of the Option, good and valid title in and to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered Existing Shares will be transferred to the other Stockholders Purchaser free and the Company a duly executed copy clear of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)all Encumbrances.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders Parent and the Company on the date of its execution of a Joinder Agreement) Purchaser, severally and as of the date hereof not jointly, as follows: (a) Such The Stockholder (i) is the record or beneficial owner, and has good and marketable title to, the Shares set forth opposite such Stockholder’s name on Schedule I hereto, free and clear of any and all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”); (ii) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Shares set forth on Schedule I hereto); and (iii) has the sole right to vote, sole power of disposition, sole power to issue instructions with respect to the extent applicablematters set forth in Sections 3, 4 and 12 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Shares, with no material limitations qualification or restrictions on such rights, subject to applicable federal securities law and the terms of this Agreement. (b) In the case of any Stockholder that is a corporation, limited partnership or limited liability company, such Stockholder is an entity duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its organization in which it is incorporated or incorporation constituted. (c) The Stockholder has the legal capacity and has all requisite power and authority to conduct its business as it is now being conducted execute and is proposed deliver this Agreement and to be conducted. (b) Such Stockholder has perform the full powerStockholder’s obligations hereunder and consummate the transactions contemplated hereby. To the extent applicable, authority and legal right to execute, deliver and perform this Agreement. The the execution, delivery and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all the Stockholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of the Stockholder are necessary action, corporate or otherwise, to authorize the execution and delivery by the Stockholder of such Stockholderthis Agreement and the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder the Stockholder, and constitutes its, his or her legal, a valid and binding obligation, obligation of the Stockholder enforceable against it, him or her in accordance with its terms, subject to applicable the effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generallygenerally and general equitable principles (whether considered in a proceeding in equity or at law). (cd) The execution and delivery of this Agreement and the consummation by such the Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and transactions contemplated hereby will not violate (i) result in a violation of, or a default under, or conflict with (x) to the case of parties who are not individualsextent applicable, any provision provisions of its Organizational Documents, the organizational documents of the Stockholder or (iiy) any provision contract, trust, commitment, agreement, understanding, arrangement or restriction of any material agreement kind to which it, he or she such Stockholder is a party or by which itsuch Stockholder or such Stockholder’s assets are bound, he or she is bound or (iiiii) violate, or require any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorizationor notice under, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation any provision of any judgment, order, decree, statute, law, rule, regulation, judgment, order rule or decree, which violation could reasonably be expected at any time regulation applicable to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followsParent that: (a) Such Stockholdersuch Stockholder is the record and beneficial owner (for purposes of this Agreement, such term shall have the meaning set forth in Rule 13d-3 under the Exchange Act, but without regard to any conditions (including the passage of time) to the extent applicableacquisition of beneficial ownership of such shares) of, and has good and valid and marketable title to, such Stockholder’s Subject Shares free and clear of all Encumbrances; (b) as of the date hereof, such Stockholder is not the record or beneficial owner of any shares of Company Common Stock, any securities convertible into or exchangeable for any shares of Company Common Stock or other voting securities or instruments of the Company, other than such Stockholder’s Subject Shares; (c) if such Stockholder is a natural person, such Stockholder has all power and authority to execute this Agreement and to consummate the transactions contemplated by this Agreement; (d) if such Stockholder is other than a natural person, (i) such Stockholder (A) is duly organized or incorporatedorganized, validly existing and in good standing under the laws of the its jurisdiction of its organization or incorporation and (B) has all requisite organizational power and authority to conduct its business as it is now being conducted execute and is proposed deliver this Agreement and to be conducted. consummate the transactions contemplated by this Agreement and (bii) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action, corporate or otherwise, requisite organizational action and no other organizational proceedings on the part of such Stockholder. This Stockholder are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby; (e) this Agreement has been duly and validly executed and delivered by such Stockholder Stockholder, and assuming the due authorization, execution and delivery by Parent, constitutes its, his or her legal, a valid and binding obligation, agreement of such Stockholder enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors’ rights generally.and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity); and (cf) The execution the execution, delivery and delivery timely performance by such Stockholder of this Agreement, Agreement and the performance consummation by such Stockholder of its, his or her obligations hereunder by such Stockholder does the transactions contemplated hereby do not and will shall not violate (including with notice or lapse of time or both): (i) in the case of parties who are not individualsrequire any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any provision Governmental Authority or other party, except for the filing with the SEC of its Organizational Documentsany Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 (as applicable) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) if such Stockholder is other than a natural person, contravene or conflict with the certificate of incorporation or the bylaws or other organizational documents of such Stockholder, (iii) except as set forth on Schedule 3(f)(iii) hereto, result in any provision violation or the breach of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration or any payments under, or result in a loss of a benefit or in the creation or imposition of an Encumbrance under, any of the terms, conditions or provisions of any material note, lease, mortgage, indenture, license, agreement or other instrument or obligation to which it, he or she such Stockholder is a party or by which it, he such Stockholder or she any of such Stockholder’s assets is bound or (iiiiv) violate the provisions of any laworder, rulewrit, regulationinjunction, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could statute, rule or regulation applicable to such Stockholder, except in the case of clauses (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect impair the ability of such Stockholder to enter into perform its obligations under this Agreement or prevent or delay the consummation of the transactions contemplated by this Agreement. Except where expressly stated to perform itsbe given as of the date hereof only, his or her obligations hereunderthe representations and warranties contained in this Agreement shall be made as of the date hereof and as of each date from the date hereof through and including the Expiration Date. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders Parent and the Company on the date of Merger Sub, severally as to itself and with respect to its execution of a Joinder Agreement) and as of the date hereof Shares, as follows: (a) Such Stockholder, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws 's Shares constitute all of the jurisdiction shares of its organization Company Common Stock beneficially owned, directly or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedindirectly, by such Stockholder other than the Exchanged Shares. (b) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of its obligations hereunder will not, constitute a violation of, conflict with, result in a default (or an event which, with notice or lapse of time or both, would result in a default) under, or result in the creation of any Lien on any of such Stockholder's Shares under (i) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder is a party or by which such Stockholder is bound, (ii) any judgment, writ, decree, order or ruling applicable to such Stockholder, or (iii) the organizational documents of such Stockholder, if applicable. (c) Such Stockholder has the full power, power and authority and legal right to execute, deliver and perform this AgreementAgreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action, corporate or otherwise, and no other actions on the part of such StockholderStockholder are required in order to consummate the transaction contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes its, his or her legal, a valid and binding obligationagreement of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generallylaw. (cd) The Neither the execution and delivery by such Stockholder of this Agreement, Agreement nor the performance by such Stockholder of its, his or her its obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individualsviolate any order, any provision of its Organizational Documentswrit, injunction or judgment applicable to such Stockholder or (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) violate any law, ruledecree, regulationstatute, judgment, order rule or decree regulation applicable to which it, he such Stockholder or she is subject. (d) No notice, require any consent, waiverauthorization or approval of, approvalfiling with or notice to, authorizationany court, exemptionadministrative agency or other governmental body or authority, registration, license other than any required notices or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered filings pursuant to the other Stockholders Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the Company a duly executed copy of a Spousal Consent in rules and regulations promulgated thereunder (the form attached hereto as Annex B (a “Spousal Consent”)"HSR Act") or the federal securities laws.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby jointly and severally represents and warrants severally to Nu Skin Enterprises and not jointly to each of the other Stockholders Merger Subs that the statements contained in this Section 9.13 are correct and to the Company complete as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after and will be true and correct as of the Effective Time of the respective Mergers (as though made then and as though such Effective Time were substituted for the date of this Agreement throughout this Section 9.13). 9.13.1 Such Stockholder has the Original Agreementlegal capacity and all necessary right, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholder, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted execute and is proposed deliver this Agreement, to be conducted. (b) Such Stockholder has perform his or her obligations hereunder and to consummate the full transactions contemplated hereby without any consent, approval, power, authority and legal right to executeor participation of or from his spouse, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate partner or otherwise, of such Stockholder. other Affiliate. 9.13.2 This Agreement has been duly and validly executed and delivered by such Stockholder him or her and constitutes its, his or her legal, valid and binding obligation, agreement and obligation enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) 9.13.3 Such Stockholder has good and marketable title to his or her shares in each Merged Entity free and clear of all liens, claims, encumbrances and restrictions. 9.13.4 The execution execution, delivery and delivery performance by such Stockholder him or her of this AgreementAgreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to him or her or any of his or her properties; (ii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which he or she is entitled under any provision of any agreement, contract, license or other instrument binding upon him or any of his properties, or allow the acceleration of the performance by such Stockholder of, any of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case under any indenture, mortgage, deed of parties who are not individualstrust, any provision of its Organizational Documentslease, (ii) any provision of any material license, contract, instrument, or other agreement to which it, he or she is a party or by which it, he or she or any of his or her properties is bound subject or bound; or (iii) result in the creation or imposition of any lawliens, rulesecurity interests, regulationpledges, judgmentmortgages, order encumbrances, or decree to which itclaims of third-parties on any of his or her assets, he except in the case of clauses (i), (ii), and (iii) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations, and liens that would not individually or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection the aggregate materially interfere with the execution, delivery or enforceability consummation of the transactions contemplated by this Agreement. 9.13.5 The execution, delivery and performance by him or her of this Agreement and the consummation of the transactions contemplated hereby by him or her require no action by or in respect of, or filing with, any governmental body, agency, official, or authority. 9.13.6 There is no action, suit, claim, investigation, or proceeding (eor, to his or her Knowledge, any basis for any Person to assert any claim likely to result in Liability or any other adverse determination) Such pending against, or to his or her Knowledge, threatened against or affecting his or her properties before any court or arbitrator or any administrative, regulatory, or governmental body, or any agency or official that in any manner challenges or seeks to prevent, enjoin, alter, or delay the transactions contemplated hereby. As of the date hereof, neither the Stockholder nor his or her properties is not currently in violation of subject to any laworder, rule, regulationwrit, judgment, order or injunction, decree, which violation could reasonably be expected at determination, or award that would prevent or delay the consummation of the transactions contemplated hereby. In addition, such Stockholder has no action, suit, claim, investigation, or proceeding pending (nor has such Stockholder threatened any time such action, suit, claim, investigation, or proceeding) against any of the Merged Entities, nor does such Stockholder have any basis to have a assert any action, suit, or claim against any of the Merged Entities. 9.13.7 The representations and warranties of the Merged Entities set forth in Section 4 above (the "Company Representations") that are qualified as to materiality are true and correct and the Company Representations that are not so qualified are true and correct in all material adverse effect upon such Stockholder’s ability to enter into respects, in each case, as of the date of this Agreement and as of the Effective Time of each respective Merger as though newly made at and as of that time. 9.13.8 Each of the Stockholders has received and is in possession of all reports and documents filed by Nu Skin Enterprises with the Securities and Exchange Commission and has reviewed such filings and such other information regarding Nu Skin Enterprises and its business and business plan as he or she deems relevant to perform itsmake an informed decision to approve the respective Mergers. Each of the Stockholders with their respective legal, tax, and financial advisers has investigated Nu Skin Enterprises and its business and has negotiated the transactions contemplated herein and has independently determined to approve the Mergers. Such Stockholder alone, or with the assistance of his or her obligations hereunderrespective legal, tax, and financial advisers, is knowledgeable and experienced in financial and business matters and is capable of making an informed decision to approve the Mergers. No representation is being or has been made by Nu Skin Enterprises or its advisers to any Stockholder regarding the tax or other effects to him or her of the transactions contemplated herein. (f) There is 9.13.9 The Stockholders shall bear full responsibility for the payment of any and all Taxes that are owed by them. To each Stockholder's Knowledge, there are no pending legal actionaudits, suit inquiries, investigations, or proceeding examinations relating to any of the Stockholder Tax Returns pending, and there are no claims that have been asserted relating to any of the Stockholder Tax Returns that, if determined adversely, would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent result in the form attached hereto as Annex B (a “Spousal Consent”)assertion by any authority of any Tax deficiency against the Stockholders. There have been no waivers or extensions of statutes of limitations by the Stockholders relating to any of the Stockholder Tax Returns.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders Parent and the Company on the date of its execution of a Joinder Agreement) Purchaser, severally and as of the date hereof not jointly, as follows: (a) Such The Stockholder (i) is the record or beneficial owner, and has good and marketable title to, the Shares and the Warrants set forth opposite such Stockholder’s name on Schedule I hereto, free and clear of any and all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares and Warrants (collectively, “Encumbrances”); (ii) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Shares and Warrants set forth on Schedule I hereto); and (iii) has the sole right to vote, sole power of disposition, sole power to issue instructions with respect to the extent applicablematters set forth in Sections 3, 4 and 12 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Shares, with no material limitations qualification or restrictions on such rights, subject to applicable federal securities law and the terms of this Agreement. (b) In the case of any Stockholder that is a corporation, limited partnership or limited liability company, such Stockholder is an entity duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its organization in which it is incorporated or incorporation constituted. (c) The Stockholder has the legal capacity and has all requisite power and authority to conduct its business as it is now being conducted execute and is proposed deliver this Agreement and to be conducted. (b) Such Stockholder has perform the full powerStockholder’s obligations hereunder and consummate the transactions contemplated hereby. To the extent applicable, authority and legal right to execute, deliver and perform this Agreement. The the execution, delivery and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all the Stockholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of the Stockholder are necessary action, corporate or otherwise, to authorize the execution and delivery by the Stockholder of such Stockholderthis Agreement and the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder the Stockholder, and constitutes its, his or her legal, a valid and binding obligation, obligation of the Stockholder enforceable against it, him or her in accordance with its terms, subject to applicable the effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generallygenerally and general equitable principles (whether considered in a proceeding in equity or at law). (cd) The execution and delivery of this Agreement and the consummation by such the Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and transactions contemplated hereby will not violate (i) result in a violation of, or a default under, or conflict with (x) to the case of parties who are not individualsextent applicable, any provision provisions of its Organizational Documents, the organizational documents of the Stockholder or (iiy) any provision contract, trust, commitment, agreement, understanding, arrangement or restriction of any material agreement kind to which it, he or she such Stockholder is a party or by which itsuch Stockholder or such Stockholder’s assets are bound, he or she is bound or (iiiii) violate, or require any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorizationor notice under, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation any provision of any judgment, order, decree, statute, law, rule, regulation, judgment, order rule or decree, which violation could reasonably be expected at any time regulation applicable to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants Stockholder, severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof BAC as follows: (a) Such The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any United States or non-United States Law applicable to such Stockholder, to (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the extent creation of any encumbrance on any Shares (other than under this Agreement, the BCA and the agreements contemplated by the BCA), or (iv) conflict with or result in a breach of or constitute a default under any provision of such Stockholder’s governing documents, as applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) As of the date of this Agreement, such Stockholder owns exclusively of record and has good and valid title to the Shares set forth immediately below such Stockholder’s signature block free and clear of any security interest, Lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, (ii) applicable securities laws, (iii) the Company Certificate of Incorporation and bylaws and (iv) the Investment Agreements. As of the date of this Agreement, such Stockholder has the sole power (as currently in effect) to vote and right, power and authority to sell, transfer and deliver such Shares, and such Stockholder does not own, directly or indirectly, any other shares of Company Common Stock. (c) Such Stockholder, in each case except as provided in this Agreement, the Investment Agreement or the Company Certificate of Incorporation or the Company’s bylaws, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Stockholder’s Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Stockholder’s Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement or would reasonably be expected to prevent or delay the performance by such Stockholder of its obligations under this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (d) Such Stockholder has the full power, authority and legal right capacity to execute, deliver and perform this Agreement. The execution, delivery Agreement and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly authorized, executed and delivered by such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generallyStockholder. (ce) The execution and delivery by such Stockholder As of the date of this Agreement, there are no Actions pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder that, in any manner, questions the beneficial or record ownership of the Stockholder’s Shares or the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by such Stockholder of its, his or her its obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of under this Agreement. (ef) Such The Stockholder is not currently in violation a sophisticated stockholder and has adequate information concerning the business and financial condition of any lawBAC and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the BCA and has independently, rulebased on such information as the Stockholder has deemed appropriate, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability made its own analysis and decision to enter into this Agreement Agreement. The Stockholder acknowledges that BAC and the Company have not made and do not make any representation or to perform itswarranty, his whether express or her obligations hereunder. (f) There is no pending legal actionimplied, suit of any kind or proceeding that would materially and adversely affect the ability of such Stockholder to enter into character except as expressly set forth in this Agreement or to perform its, his or her obligations hereunderAgreement. (g) If Other than as provided in the BCA, no investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which BAC, the Company or any of their subsidiaries is or could be liable in connection with the BCA or this Agreement or any of the respective transactions contemplated hereby or thereby, in each case based upon arrangements made by or on behalf of such Stockholder in his, her or its capacity as a stockholder. (h) Such Stockholder understands and acknowledges that BAC is an individual entering into the BCA in reliance upon such Stockholder’s execution and married, he or she has delivered to the other Stockholders delivery of this Agreement and the Company a duly executed copy representations, warranties, covenants and other agreements of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)such Stockholder contained herein.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders Company, severally and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof not jointly, as follows: (a) Such StockholderStockholder is, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws as of the jurisdiction date of its organization this Agreement, the record and beneficial owner of that number and class of shares of GenStar Capital Stock set forth opposite such Stockholder’s name on Exhibit A hereto (such GenStar Capital Stock, together with any GenStar Capital Stock acquired by such Stockholder after the date of this Agreement, whether upon the exercise of options, warrants or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedotherwise, the “Shares”). (b) Such Stockholder has the full power, authority legal capacity to execute and legal right deliver this Agreement and to execute, deliver and perform consummate the transactions contemplated by this Agreement. The . (c) In the case of any Stockholder that is a corporation, limited partnership or limited liability company, such Stockholder is an entity duly organized and validly existing under the laws of the jurisdiction in which it is incorporated or constituted, and such Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. Agreement. (d) This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her a legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (ce) The execution execution, delivery and delivery performance of this Agreement by such Stockholder and the consummation by such Stockholder of this Agreementthe transactions contemplated hereby will not result in a violation of or a default under, the performance by or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which itsuch Stockholder or his, he her or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained its assets are bound. The consummation by such Stockholder in connection with of the executiontransactions contemplated by this Agreement will not violate, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation require any consent, approval or notice under, any provision of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time law applicable to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal actionThe Shares owned by such Stockholder are now, suit and at all times during the term of this Agreement will be, held by such Stockholder or proceeding that would materially and adversely affect by a nominee or custodian for the ability benefit of such Stockholder to enter into this Agreement or to perform itsStockholder, his or her obligations hereunderfree and clear of all encumbrances. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder (as to himself, herself or itself only) represents and warrants severally and not jointly to each of the other Stockholders and to the Company and Intermediate Corp. that, as of the date of the Original Agreement (and in respect of Persons who became or become time such Stockholder becomes a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholderif not an individual, to the extent applicable, it is a corporation duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction state of its organization state of incorporation, or incorporation it is a limited partnership or a limited liability company duly formed, validly existing, and in good standing under the Laws of the state of its state of formation, as the case may be, it has all requisite full power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or limited liability company action, corporate . (b) this Agreement (or otherwise, of the separate joinder agreement executed by such Stockholder. This Agreement ) has been duly and validly executed and delivered by such Stockholder Stockholder, and this Agreement constitutes its, his or her legal, valid a legal and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.; and (c) The execution the execution, delivery and delivery performance by such Stockholder of this Agreement (or any joinder to this Agreement, if applicable) and the performance consummation by such Stockholder of itsthe transactions contemplated hereby (and thereby, his if applicable) will not, with or her obligations hereunder by such Stockholder does not and will not violate without the giving of notice or lapse of time, or both, (i) in the case of parties who are not individuals, violate any provision of its Organizational Documentslaw, statute, rule or regulation to which such Stockholder is subject, (ii) violate any provision order, judgment or decree applicable to such Stockholder or (iii) conflict with, or result in a breach or default under, any term or condition of any material agreement or other instrument to which it, he or she such Stockholder is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)bound.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants Stockholder severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders TranSwitch and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Merger Sub as follows: (a) Such StockholderSubject to applicable community property laws, to such Onex Stockholder is the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws lawful owner of the jurisdiction shares of its organization Preferred Stock or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed Onex Common Stock to be conductedexchanged by such Onex Stockholder for the TranSwitch Merger Consideration pursuant to this Agreement and has, and on the Closing Date will have, good and clear title to such shares of Preferred Stock or Onex Common Stock, free of all Liens. (b) Such Stockholder has, and on the Closing Date will have, full legal right, power and authority to enter into this Agreement and to sell and deliver the shares of Preferred Stock or Onex Common Stock owned by him, her or it in the manner provided herein. Such Stockholder has duly and validly executed this Agreement and has, or prior to the full powerClosing, authority will have duly and legal right validly executed and delivered the Transaction Documents, and each of this Agreement and such other agreements constitutes a valid, binding and enforceable obligation of such Stockholder in accordance with its terms, except to executethe extent that enforceability thereof may be limited by applicable bankruptcy, deliver insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and perform this Agreement. by principles of equity regarding the availability of remedies. (c) The execution, delivery and performance of this Agreement have been duly authorized the Transaction Documents by all necessary actionsuch Stockholder, corporate and the consummation of the transactions contemplated hereby or otherwisethereby, will not require, on the part of such Stockholder. This Agreement has been duly executed and delivered by , any consent, approval, authorization or other order of, or any filing with, any Governmental Entity, or under any contract, agreement or commitment to which such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability property of this Agreement. (e) Such such Stockholder is bound, and will not currently in constitute a violation on the part of such Stockholder of any law, rule, regulation, judgment, order administrative regulation or ruling or court decree, which violation could reasonably be expected at or any time contract, agreement or commitment, applicable to have a material adverse effect upon such Stockholder or property of such Stockholder’s ability to enter , in all cases, which would prevent such Stockholder from entering into this Agreement or to perform its, his or her and performing such Stockholder's obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby severally but not jointly represents and warrants severally warrants, to Univision and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Merger Sub as follows: (a) Such Stockholder is the record and the direct or indirect beneficial owner of such Stockholder's Shares. (b) Such Stockholder, to the extent applicableif a corporation, is duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and respective jurisdiction, has all requisite corporate power and authority to conduct its business as it is now being conducted execute and is proposed deliver this Agreement and to be conductedconsummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the performance of such Stockholder's obligations hereunder. (bc) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly authorized, executed and delivered by such Stockholder and constitutes its, his or her the legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors’ ' rights generally. (c) The execution , and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subjectproceeding therefor may be brought. (d) No noticeNeither the execution and delivery of this Agreement nor the consummation by such Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder is a party or bound or to which any of such Stockholder's Shares are subject. Consummation by such Stockholder of the transactions contemplated hereby will not violate, or require any consent, waiver, approval, authorizationor notice under, exemptionany provision of any judgment, registrationorder, license decree, statute, law, rule or declaration is required regulation applicable to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreementsuch Stockholder's Shares. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon Stockholder's Shares and the certificates representing such Stockholder’s ability to enter into this Agreement 's Shares are now and at all times during the term hereof will be held by such Stockholder, or to perform its, his by a nominee or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect custodian for the ability benefit of such Stockholder Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for (i) encumbrances under that certain Amended and Restated Stockholder's Agreement dated December 1, 1998 among XxXxxxx X. Xxxxxxxx, Xx. ("Xxxxxxxx"), HBC, Clear Channel Communications, Inc. ("Clear Channel") and the other parties named therein, (ii) any such encumbrances arising hereunder, (iii) a bona fide pledge to enter into this secure financing, and (iv) with respect to Xxxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx or Xxxx X. Xxxxxxxx (collectively, the "Xxxxxxxx Family"), encumbrances arising under that certain Voting Agreement or to perform itsdated July 1, his or her obligations hereunder. 1996 among Xxxxxxxx and the other parties named therein (g) If the "Voting Agreement"); provided, however, that such Stockholder is an individual and married, he may transfer all or she has delivered a portion of such Stockholder's Shares pursuant to the other Stockholders and the Company a duly executed copy Section 4 of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby severally represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Parent as follows: (a) Such StockholderStockholder has full legal right and capacity to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholdertransactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes its, his or her the legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms. The failure of the spouse, subject if any, of such Stockholder to applicable bankruptcybe a party or signatory to this Agreement shall not (a) prevent such Stockholder from performing such Stockholder's obligations and consummating the transactions contemplated hereunder or (b) prevent this Agreement from constituting the legal, insolvency valid and similar laws affecting creditors’ rights generallybinding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. (b) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder will not (A) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on such Stockholder's Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation or (B) violate any Applicable Law. (c) The Such Stockholder owns of record and beneficially and has good and marketable title to, free and clear of any Lien, proxy, voting restriction, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than pursuant to this Agreement, and has the sole power to vote and full right, power and authority to sell, transfer and deliver, the number of Shares set forth opposite such Stockholder's name on Exhibit A. (d) Such Stockholder has had access, prior to the execution of this Agreement, to the information he or she felt he or she needed and delivery by such Stockholder desired in connection with his or her evaluation of this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby and has had, prior to the execution of this Agreement, the performance opportunity to ask questions of, and receive answers from, the Company and legal counsel concerning the terms and conditions of the transactions contemplated by such Stockholder of its, his or her obligations hereunder by such Stockholder does not this Agreement and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement Merger Agreement and to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree obtain additional information necessary to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with assess the execution, delivery or enforceability of this Agreementtransactions contemplated hereby and thereby. (e) Such None of the information relating to such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, and his or her obligations hereunder. (f) There is no pending legal action, suit affiliates provided by or proceeding that would materially and adversely affect the ability on behalf of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent affiliates for inclusion in the form attached hereto as Annex B (a “Spousal Consent”)Schedule 14D-9 the Offer Documents, or the Proxy Statement will, at the respective times the Schedule 14D-9, the Offer Documents, or the Proxy Statement are filed with the SEC or are first published, sent or given to stockholders of the Company, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder hereby, severally and not jointly, represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof itself as follows: (a) Such The Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Owned Shares, free and clear of liens. As of the date hereof, other than (i) the Owned Shares and (ii) certain warrants convertible into Common Shares of the Company and issued prior to the date hereof, if any, the Stockholder does not own beneficially or of record any shares of capital stock of the Company (or any securities convertible into shares of capital stock of the Company). (b) The Stockholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Stockholder’s Covered Shares, (ii) there is no currently effective voting agreement or voting trust with respect to any of the Stockholder’s Covered Shares, (iii) has not granted a currently-effective proxy or power of attorney with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) The Stockholder (i) if a legal entity, is duly organized, validly existing and, to the extent such concept is applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to conduct its business as it is now being conducted consummate the transactions contemplated hereby or (ii) if an individual, has legal competence and is proposed capacity to be conducted. (b) Such Stockholder has the full power, enter into this Agreement and all necessary authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of its obligations under this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholderand to consummate the transactions ​ ​ contemplated hereby. This Agreement has been duly executed and delivered by such the Stockholder and constitutes its, his or her legal, a valid and binding obligation, agreement of the Stockholder enforceable against it, him or her the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No noticeOther than the filings, consentnotices and reports pursuant to, waiver, approval, authorization, exemption, registration, license in compliance with or declaration is required to be made under the Securities Exchange Act of 1934, as amended, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such the Stockholder from, or to be given by the Stockholder to, or be made by the Stockholder with, any governmental authority in connection with the execution, delivery and performance by the Stockholder of this Agreement and the consummation of the actions contemplated hereby. (e) The execution, delivery and performance of this Agreement by the Stockholder do not, and the consummation of the actions contemplated hereby will not, constitute or enforceability result in (i) if the Stockholder is a legal entity, a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of the Stockholder, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a lien on the Covered Shares pursuant to any contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and the actions contemplated hereby), compliance with the matters referred to in Section 2(d), under any applicable law to which the Stockholder is subject or (iii) any change in the rights or obligations of any party under any contract legally binding upon the Stockholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, loss, acceleration, lien or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Stockholder’s ability to perform its obligations hereunder or to consummate the actions contemplated hereby. (f) As of the date of this Agreement, there is no action, proceeding or, to the Stockholder’s knowledge, investigation pending against the Stockholder or, to the knowledge of the Stockholder, threatened against the Stockholder that questions the beneficial or record ownership of the Stockholder’s Owned Shares, the validity of this Agreement or the performance by the Stockholder of its obligations under this Agreement. (eg) Such The Stockholder is not currently understands and acknowledges that the Exchanging Stockholders are entering into the Exchange Agreements in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect reliance upon such Stockholder’s ability to enter into execution and delivery of this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy representations, warranties, covenants and other agreements of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)Stockholder contained herein.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followsthat: (a) Such Stockholder, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and Stockholder has all requisite power and authority capacity to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of enter into this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholderand to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder Stockholder, has been effectively authorized by all necessary action and constitutes its, his or her the legal, valid and binding obligationobligations of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, except as enforceability may be subject to applicable the application of general equitable principles and to bankruptcy, insolvency and insolvency, moratorium or other similar laws affecting creditors’ rights generally. (cb) The execution and delivery by such Stockholder of this Agreement, the performance by consummation of the transactions contemplated hereby and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with (x) any agreement, indenture or other instrument to which such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which itsuch Stockholder is bound, he (y) any judgment, decree, order or she award of any court, governmental body, Governmental Authority or arbitrator by which such Stockholder is bound or (iiiz) any law, rule, regulation, judgment, order or decree Requirement of Law applicable to which it, he or she is subjectsuch Stockholder. (dc) No noticeThere are no consents, consentapprovals, waiverauthorizations or other requirements prescribed by any agreement, approval, authorization, exemption, registration, license indenture or declaration is required to instrument or any applicable Requirement of Law that must be made obtained or obtained by such Stockholder satisfied in connection with the such Stockholder’s execution, delivery or enforceability and performance of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (fd) There is no pending legal actionsuit, suit action or proceeding that would materially and adversely affect the ability of pending or, to such Stockholder’s knowledge, threatened against such Stockholder that questions the validity of this Agreement, any of the transactions contemplated hereby or any action which has been taken by any of the parties in connection herewith or therewith or in connection with any of the transactions contemplated hereby or thereby or that seeks to enter into this Agreement or to perform its, his or her obligations hereunderenjoin the consummation thereof. (ge) If As of the Effective Date, each Stockholder owns all right, title and interest in and to the number of shares of Series A Preferred Stock, Common Stock and the number of options or warrants exercisable into, and other securities convertible or exercisable into or exchangeable for, Common Stock, respectively, specified with respect to such Stockholder is an individual on Schedule I attached hereto, free and marriedclear of all liens, he claims, rights (including but not limited to preemptive or she has delivered to similar rights), taxes and encumbrances of any type or nature, and such shares, options, warrants and securities, as of the other Stockholders and Effective Date, represent in the aggregate the percentage ownership of all of the Capital Stock of the Company on a duly executed copy fully diluted basis (assuming, for this purpose only, that all Capital Stock of a Spousal Consent the Company that is convertible or exercisable into or exchangeable for Common Stock has been so converted, exercised or exchanged in full as of the form attached hereto Effective Date) as Annex B (a “Spousal Consent”)specified with respect to such Stockholder on Schedule I. As of the Effective Date, no shares of Capital Stock of the Company are owned by such Stockholder other than as specified on Schedule I with respect to such Stockholder.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants Stockholder severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followsto each other Stockholder that: (a) Such Stockholderhe or she has (and with respect to Covered Securities to be acquired, will have) good, valid and marketable title to the extent applicableCovered Securities, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement, the Plan of Incorporation of XxXxxxxxx XX, the Exchange Agreement or another agreement with the Company by which such Stockholder is duly organized bound and to which the Covered Securities are subject; and (i) he or incorporated, validly existing and in good standing under the laws she is of the jurisdiction of its organization or incorporation sound mind and has all requisite power full legal capacity to enter into, execute and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver this Agreement and perform this Agreement. The execution, delivery and performance of his or her obligations hereunder; (ii) this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, terms (subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights generally. and to general equity principles); (ciii) The neither his or her execution and delivery by such Stockholder of this Agreement, Agreement nor the performance by such Stockholder consummation of its, his the transactions contemplated herein conflicts with or her obligations hereunder by such Stockholder does not and will not violate (i) results in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision a breach of any material of the terms, conditions or provisions of any agreement or instrument to which it, he or she is a party or by which ithis or her assets are bound, or constitutes a default under any of the foregoing, or violates any law or regulation; (iv) he or she has obtained all authorizations, consents, approvals and clearances of all courts, governmental agencies and authorities, and any other person, if any (including his or her spouse with respect to the interest of such spouse in his or her Covered Securities if the consent of such spouse is bound required), required to permit him or her to enter into this Agreement and to consummate the transactions contemplated herein; (iiiv) there are no actions, suits or proceedings pending, or, to his or her knowledge, threatened against or affecting him or her or his or her assets in any lawcourt or before or by any federal, rulestate, regulationmunicipal or other governmental department, judgmentcommission, order board, bureau, agency or instrumentality which, if adversely determined, would impair his or her ability to perform this Agreement; (vi) the performance of this Agreement will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which it, he or she is subject. ; and (dvii) No noticeno statement, consent, waiver, approval, authorization, exemption, registration, license representation or declaration is required to be warranty made by him or obtained by such Stockholder her in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently , nor any information provided by him or her for inclusion in violation a report filed pursuant to Section 6.3 hereof or in a registration statement filed by the Company contains or will contain any untrue statement of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability fact or omits or will omit to enter into this Agreement state a material fact necessary in order to make the statements, representations or to perform its, his warranties contained herein or her obligations hereunderinformation provided therein not misleading. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby severally represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followsfor itself that: (a) Such Stockholder, to the extent applicable, Stockholder is a legal entity duly organized or incorporatedorganized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws Laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedorganization. (b) Such Stockholder has the full power, all requisite corporate power and authority to enter into and legal right has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery hereof by the Company, constitutes its, his or her legal, a valid and binding obligation, obligation of such Stockholder enforceable against it, him or her it in accordance with its terms, subject to applicable bankruptcy, insolvency the Bankruptcy and similar laws affecting creditors’ rights generallyEquity Exception. (c) Except for filings with the SEC under the Exchange Act, and such other compliance with the Exchange Act as may be required in connection with this Agreement and the Merger Agreement and the transactions contemplated by this Agreement and the Merger Agreement, such Stockholder is not required to make any reports or other filings with, nor is such Stockholder required to obtain any consents, registrations, approvals, permits or authorizations from any Governmental Entity in connection with its execution, delivery and performance of this Agreement. (d) The execution and delivery of this Agreement by such Stockholder of this Agreementdoes not, and the performance by such Stockholder of its, his or her its obligations hereunder by such Stockholder does not and will not violate shall not, constitute or result in (i) in the case of parties who are not individualsa breach or violation of, or a default under, any provision provisions of its Organizational Documentsthe organizational or other constituent documents of any Stockholder, (ii) any provision with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any material agreement obligations under or the creation of a Lien on any of the assets of any Stockholder or any of its Subsidiaries pursuant to any Contract with respect to which it, he such Stockholder or she any of its Subsidiaries is a party or by which it, he or she is bound or (iii) under any law, rule, regulation, judgment, order or decree Law to which it, he such Stockholder or she any of its Subsidiaries is subject. (de) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with As of the execution, delivery or enforceability date of this Agreement. (e) Such , there are no Actions pending or, to the knowledge of such Stockholder, threatened in writing against such Stockholder or any of its Subsidiaries, except those that are not, individually or in the aggregate, reasonably likely to prevent or materially impede the ability of such Stockholder to perform its obligations hereunder. As of the date hereof, neither such Stockholder nor any of its Subsidiaries is not currently in violation a party to or subject to the provisions of any lawOrder, ruleexcept those that are not, regulationindividually or in the aggregate, judgment, order reasonably likely to prevent or decree, which violation could reasonably be expected at any time to have a material adverse effect upon materially impede the ability of such Stockholder’s ability to enter into this Agreement or Stockholder to perform its, his or her its obligations hereunder. (f) There Such Stockholder is no pending legal actionthe “beneficial owner” (as determined pursuant to Rule 13d-3 and Rule 13d-5 under the Exchange Act) of and is entitled to dispose and vote the number of Shares set forth opposite its name on Schedule A hereto (the “Owned Shares” and, suit together with any additional Shares or proceeding that would materially and adversely affect other equity or voting securities (or any options, warrants or other securities convertible into, or exchangeable for, any Shares or other voting or equity securities) of the ability Company or any interest therein of which such Stockholder to enter into becomes the “beneficial owner” after the date hereof and during the term of this Agreement, the “Subject Shares”), free and clear of all Liens, except for any Liens arising under applicable securities laws or created by this Agreement or to perform itsthe Rollover Agreements. As of the date hereof, his neither such Stockholder nor any of its “affiliates” or her obligations hereunder“associates” is an “interested stockholder” of the Company, and, other than the Owned Shares, such Stockholder does not “own” (as such quoted term is defined under Section 203 of the DGCL) any Shares or other equity or voting securities (or any options, warrants or other securities convertible into, or exchangeable for, any Shares or other voting or equity securities) of the Company or any interest therein. (g) If Except for this Agreement and the Rollover Agreements, neither such Stockholder is an individual and marriednor any of its Affiliates or “associates” (as defined under Section 203 of the DGCL) has entered into any agreement, he arrangement or she has delivered understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), (i) pursuant to which (A) any stockholder of the Company would be entitled to receive value or consideration of a different amount or nature than the Per Share Merger Consideration, or (B) any stockholder of the Company agrees to vote to adopt the Merger Agreement or the Merger or any stockholder of the Company agrees to vote against any Acquisition Proposal; or (ii) with any employee or director of the Company that relates in any way to the other Stockholders and Company or any of its Subsidiaries or the Transactions, including any agreement, arrangement or understanding to (x) remain as an employee or director of the Company a duly executed copy or any of a Spousal Consent its Subsidiaries following the Effective Time (other than pursuant to any employment Contracts in effect as of the form attached hereto date of the Merger Agreement), (y) contribute or rollover any portion of such employee’s or director’s Shares, Stock Options, Stock Appreciation Rights or RSUs to the Company or its Subsidiaries or Parent or any Stockholder or any of their respective Affiliates, or (z) receive any capital stock or equity securities of the Company or any of its Subsidiaries or Parent or any Stockholder or any of their respective Affiliates. Other than as Annex B required by this Agreement or the Rollover Agreements, such Stockholder has the sole right to vote its Owned Shares with no restrictions and has not entered into any voting arrangement, whether by proxy or power of attorney, that is still in effect with respect to its Owned Shares. (a “Spousal Consent”)h) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. (i) As of the date hereof, to the knowledge of such Stockholder, there is no action, proceeding or investigation pending or threatened against such Stockholder that questions the validity of this Agreement or any action taken or to be taken by any Stockholder in connection with this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followsParent that: (a) Such Stockholder, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance by such Stockholder of this Agreement have been duly authorized by all necessary actionwill not conflict with, corporate require a consent, waiver or otherwiseapproval under, or result in a breach or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder. This Stockholder is bound; (b) such Stockholder has full right, power and authority to enter into and execute this Agreement and to perform his obligations hereunder; (c) this Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her a legal, valid and binding obligation, obligation of such Stockholder enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.; (cd) The execution and delivery by such Stockholder of this Agreementis the sole record and beneficial owner of, and has the sole right to vote with respect to, the performance by number of Company Shares set forth opposite such Stockholder's name on Schedule A hereto, and such Company Shares represent all shares of Company Common Stock of or with respect to which such Stockholder of itsis the sole owner or has the right to vote at the date hereof; (e) except for the Company Shares listed on Schedule A hereto, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individualshave any right to acquire, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, nor is he or she the "beneficial owner" (as such term is a party or by which itdefined in Rule 13d-3 under the Securities Exchange Act of 1934, he or she is bound or (iiias amended) of, any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation other shares of any law, rule, regulation, judgment, order class of capital stock of Company or decree, which violation could reasonably be expected at any time securities convertible into or exchangeable or exercisable for any shares of any class of capital stock of Company (other than shares subject to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement options or to perform its, his or her obligations hereunder.other rights granted by Company as set forth on Schedule B hereto); (f) There is no pending legal actionsuch Stockholder's Company Shares are duly authorized, suit or proceeding that would materially validly issued, fully paid and adversely affect the ability of non-assessable, and such Stockholder owns its Company Shares free and clear of all Liens, other than as provided by this Agreement, and good and valid title to enter into this Agreement its Company Shares, free and clear of any Lien, will pass to Parent upon Closing or exercise of the Option granted pursuant to perform its, his or her obligations hereunder.Section 4 hereof; and (g) If such Stockholder is an individual The Board of Directors of Company has approved the granting of the Option to Parent. The representations and married, he or she has delivered to warranties contained herein shall be made as of the other Stockholders date hereof and as of the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)Closing.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder hereby, severally and not jointly, represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof itself as follows: (a) Such The Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Owned Shares, free and clear of liens. As of the date hereof, other than (i) the Owned Shares and (ii) certain warrants convertible into Common Shares of the Company and issued prior to the date hereof, if any, the Stockholder does not own beneficially or of record any shares of capital stock of the Company (or any securities convertible into shares of capital stock of the Company). (b) The Stockholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Stockholder’s Covered Shares, (ii) there is no currently effective voting agreement or voting trust with respect to any of the Stockholder’s Covered Shares, (iii) has not granted a currently-effective proxy or power of attorney with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) The Stockholder (i) if a legal entity, is duly organized, validly existing and, to the extent such concept is applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to conduct its business as it is now being conducted consummate the transactions contemplated hereby or (ii) if an individual, has legal competence and is proposed capacity to be conducted. (b) Such Stockholder has the full power, enter into this Agreement and all necessary authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of its obligations under this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholderand to consummate the transactions ​ contemplated hereby. This Agreement has been duly executed and delivered by such the Stockholder and constitutes its, his or her legal, a valid and binding obligation, agreement of the Stockholder enforceable against it, him or her the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No noticeOther than the filings, consentnotices and reports pursuant to, waiver, approval, authorization, exemption, registration, license in compliance with or declaration is required to be made under the Securities Exchange Act of 1934, as amended, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such the Stockholder from, or to be given by the Stockholder to, or be made by the Stockholder with, any governmental authority in connection with the execution, delivery and performance by the Stockholder of this Agreement and the consummation of the actions contemplated hereby. (e) The execution, delivery and performance of this Agreement by the Stockholder do not, and the consummation of the actions contemplated hereby will not, constitute or enforceability result in (i) if the Stockholder is a legal entity, a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of the Stockholder, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a lien on the Covered Shares pursuant to any contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and the actions contemplated hereby), compliance with the matters referred to in Section 2(d), under any applicable law to which the Stockholder is subject or (iii) any change in the rights or obligations of any party under any contract legally binding upon the Stockholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, loss, acceleration, lien or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Stockholder’s ability to perform its obligations hereunder or to consummate the actions contemplated hereby. (f) As of the date of this Agreement, there is no action, proceeding or, to the Stockholder’s knowledge, investigation pending against the Stockholder or, to the knowledge of the Stockholder, threatened against the Stockholder that questions the beneficial or record ownership of the Stockholder’s Owned Shares, the validity of this Agreement or the performance by the Stockholder of its obligations under this Agreement. (eg) Such The Stockholder is not currently understands and acknowledges that the Exchanging Stockholders are entering into the Exchange Agreements in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect reliance upon such Stockholder’s ability to enter into execution and delivery of this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy representations, warranties, covenants and other agreements of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)Stockholder contained herein.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder hereby, severally and not jointly, represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof itself as follows: (a) Such The Stockholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Owned Shares, free and clear of liens. As of the date hereof, other than (i) the Owned Shares and (ii) certain warrants convertible into Common Shares of the Company and issued prior to the date hereof, if any, the Stockholder does not own beneficially or of record any shares of capital stock of the Company (or any securities convertible into shares of capital stock of the Company). (b) The Stockholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Stockholder’s Covered Shares, (ii) there is no currently effective voting agreement or voting trust with respect to any of the Stockholder’s Covered Shares, (iii) has not granted a currently-effective proxy or power of attorney with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) The Stockholder (i) if a legal entity, is duly organized, validly existing and, to the extent such concept is applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to conduct its business as it is now being conducted consummate the transactions contemplated hereby or (ii) if an individual, has legal competence and is proposed capacity to be conducted. (b) Such Stockholder has the full power, enter into this Agreement and all necessary authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of its obligations under this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholderand to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such the Stockholder and constitutes its, his or her legal, a valid and binding obligation, agreement of the Stockholder enforceable against it, him or her the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No noticeOther than the filings, consentnotices and reports pursuant to, waiver, approval, authorization, exemption, registration, license in compliance with or declaration is required to be made under the Securities Exchange Act of 1934, as amended, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such the Stockholder from, or to be given by the Stockholder to, or be made by the Stockholder with, any governmental authority in connection with the execution, delivery and performance by the Stockholder of this Agreement and the consummation of the actions contemplated hereby. (e) The execution, delivery and performance of this Agreement by the Stockholder do not, and the consummation of the actions contemplated hereby will not, constitute or enforceability result in (i) if the Stockholder is a legal entity, a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of the Stockholder, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a lien on the Covered Shares pursuant to any contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and the actions contemplated hereby), compliance with the matters referred to in Section 2(d), under any applicable law to which the Stockholder is subject or (iii) any change in the rights or obligations of any party under any contract legally binding upon the Stockholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, loss, acceleration, lien or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Stockholder’s ability to perform its obligations hereunder or to consummate the actions contemplated hereby. (f) As of the date of this Agreement, there is no action, proceeding or, to the Stockholder’s knowledge, investigation pending against the Stockholder or, to the knowledge of the Stockholder, threatened against the Stockholder that questions the beneficial or record ownership of the Stockholder’s Owned Shares, the validity of this Agreement or the performance by the Stockholder of its obligations under this Agreement. (eg) Such The Stockholder is not currently understands and acknowledges that the Exchanging Stockholders are entering into the Exchange Agreements in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect reliance upon such Stockholder’s ability to enter into execution and delivery of this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy representations, warranties, covenants and other agreements of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)Stockholder contained herein.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholder, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”). Section 2.2. Reserved.

Representations and Warranties of the Stockholders. Each of Stockholder party hereto on the Stockholders date hereof hereby represents and warrants severally to the Company and not jointly to each of the other Stockholders and to the Company as of the date hereof and as of the Original Agreement consummation of the Alfa Purchase (and in respect of Persons each Person who became or become becomes a party to this Agreement after the date consummation of the Original Agreement, such Stockholder hereby represents Alfa Purchase by executing an Adoption Agreement in the form of Exhibit B hereto shall be deemed to have represented and warrants warranted to each of the Company and the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followson which such Person executes such Adoption Agreement) that: (a) Such Stockholder, to the extent applicableif an entity, is duly organized or incorporated, and validly existing and in good standing as a legal entity under the laws of the its jurisdiction of organization and is not required to be qualified as a foreign corporation or other entity authorized to do business in any other jurisdiction in which its organization failure to be so qualified would have a material adverse effect on its ability to execute and deliver or incorporation and perform its obligations under this Agreement. Such Stockholder has all requisite full power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of its obligations under this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly authorized, executed and delivered by such Stockholder and constitutes its, his or her the legal, valid and binding obligationobligations of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency and insolvency, reorganization moratorium or similar laws affecting creditors’ creditors rights generallyand remedies generally and by general equitable principles (whether applied by a court of law or equity). (c) The execution execution, delivery and performance by such Stockholder of this Agreement, compliance by such Stockholder with all of the provisions hereof and the consummation by such Stockholder of the transactions contemplated hereby will not: (i) conflict with or constitute a breach of any of the terms or provisions of, or a default under, such Stockholder’s constitutive documents if such Stockholder is an entity; (ii) conflict with or constitute a breach of any covenant, agreement, consent, order or decree to which such Stockholder is a party or bound or by which such Stockholder or any of its assets and properties is bound; or (iii) violate or conflict with any law applicable to such Stockholder or any of its assets and properties. (d) Except for filings that may be required under the Exchange Act, the execution, delivery and performance by such Stockholder of this Agreement, the performance compliance by such Stockholder with all of the provisions hereof and the consummation by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and the transactions contemplated hereby will not violate (i) in the case of parties who are not individuals, require any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemptionother order or action of, registration, license filing with or declaration is required notice to be made any applicable governmental or obtained by such Stockholder in connection with regulatory authority (for the execution, delivery or enforceability avoidance of doubt this Agreement. (e) Such Stockholder representation is not currently made with respect to consents, approvals, authorizations or filings that may be required upon the exercise in violation the future of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. rights under Section 4.01 (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. The Stockholders represent and warrant to the Company as set forth below. The representations and warranties set forth in clauses (a) through (c) are made on an individual basis, and each Stockholder makes the representations and warranties set forth therein only with respect to itself. The representations set forth in clause (d) below are made by the Stockholders on a joint and several basis. (a) Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become is a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholder, to the extent applicable, is corporation duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction state of its organization or incorporation incorporation, and each has all requisite power and authority to conduct its business as it is now being conducted enter into this Agreement and is proposed to be conductedconsummate the transactions contemplated hereby. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance by each of the Stockholders of this Agreement Agreement, and the consummation by each of the Stockholders of the transactions contemplated hereby, have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and each of the Stockholders, and, assuming that this Agreement constitutes its, his or her legal, a valid and binding obligationobligation of the Company, constitutes a valid and binding obligation of each such Stockholder, enforceable against it, him or her each such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such each Stockholder of this AgreementAgreement do not, and the performance consummation by such each Stockholder of itsthe transactions contemplated hereby and compliance by each Stockholder with the terms hereof will not, his conflict with, or her obligations hereunder by such Stockholder does not and will not violate result in any violation of or default under, (i) in the case of parties who are not individuals, any provision of its Organizational Documentsthe certificate of incorporation, by-laws or any other similar organizational documents of such Stockholder, (ii) any provision Order, or Applicable Law, applicable to any of the Stockholders or the property or assets of any material agreement such Stockholder or (iii) any Contracts to which it, he or she any Stockholder is a party or by which it, he any Stockholder or she any Stockholder's assets may be bound. No Governmental Approval of any Governmental Authority is bound required to be obtained or (iii) made by or with respect to any law, rule, regulation, judgment, order Stockholder in connection with the execution and delivery of this Agreement by such Stockholder or decree to which it, he or she is subjectthe consummation by such Stockholder of the transactions contemplated hereby. (d) No noticeThe Stockholders own an aggregate of 10,055,000 shares of Company Common Stock and 100 shares of Series A Convertible Preferred Stock, consentpar value $.05 per share, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company ( "Company Preferred Stock"), in each case, including the Subject Shares, and have good and valid title to such Shares, free and clear of all Liens, and such Shares are the only securities of the Company that the Stockholders or any of their Affiliates (as defined below) own beneficially or of record as of the date hereof. As used herein, the term "Affiliate" shall mean (i) any entity in which any one or more of the Stockholders owns, directly or indirectly, a duly executed copy greater than 15% beneficial interest, (ii) any partnership in which any of the Stockholders is a Spousal Consent general partner or managing member and (iii) any entity in which Jamex X. Xxxxxx ("Xottxx") xr any of his children owns, directly or indirectly, a greater than 10% beneficial interest (other than through their ownership interest in any of the form attached hereto Stockholders) or in which Cottxx xx any of his children serves as Annex B (a “Spousal Consent”).an officer, director, general partner or managing member. Notwithstanding the foregoing, no entity shall be deemed to

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to Siemens and Acquisition, severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholder, to Stockholder is the extent applicable, is duly organized or incorporated, validly existing record and in good standing under the laws beneficial owner of the jurisdiction shares of its organization or incorporation and has all requisite power and authority capital stock of the Company (as may be adjusted from time to conduct its business as it is now being conducted and is proposed time pursuant to be conductedSection 7 hereof, the "Shares") set forth opposite the Stockholder's name on Annex I to this Agreement. (b) Such Stockholder has the full power, authority legal capacity to execute and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have and to consummate the transactions contemplated hereby. (c) This Agreement has been duly authorized by all necessary actionrequisite action (corporate, corporate partnership or otherwise, other) on the part of such Stockholder. This Agreement , has been duly validly executed and delivered by such Stockholder and constitutes its, his or her the legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable except as limited by bankruptcy, insolvency and similar insolvency, reorganization, moratorium or other laws affecting enforcement of creditors’ ' rights generallygenerally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (cd) The execution and delivery of this Agreement by such Stockholder of this Agreementdo not, and the performance by such Stockholder of itsthe Stockholder's obligations under this Agreement will not, his or her obligations hereunder by such Stockholder does not and will not violate (i) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of termination, cancellation, modification or acceleration of, or result in the case creation or imposition of parties who are not individualsany Lien upon any of the assets or properties of such Stockholder under, any provision of its Organizational Documentsthe terms, conditions or provisions of (iiA) the certificate or article of incorporation or bylaws or other comparable organizational documents of the Stockholder if applicable or (B) (x) any provision law or order of any material agreement governmental or regulatory authority applicable to such Stockholder or any of the Stockholder's assets or properties, or (y) any contract to which it, he or she the Stockholder is a party or by which itthe Stockholder or any of the Stockholder's assets or properties is bound, he excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or she is bound or (iii) any lawin the aggregate, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is could not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s on the ability of the Stockholder to enter into consummate the transactions contemplated by this Agreement Agreement, or to perform its(ii) require any filing by the Stockholder with, his or her obligations hereunderany permit, authorization, consent or approval of, any governmental or regulatory authority or any third party. (fe) There is no pending legal actionThe 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, suit or proceeding that would materially and adversely affect by a nominee or custodian for the ability benefit of such Stockholder Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder, and not subject to enter into this Agreement or to perform its, his or her obligations hereunderany preemptive rights. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder hereby, severally and not jointly, represents and warrants severally and not jointly to each of the other Stockholders and to the Company and each other Stockholder as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followsthat: (a) Such Stockholderif such Stockholder is not a natural Person, to the extent applicable, such Stockholder is an entity duly organized or incorporated, and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct execute and deliver this Agreement, to perform its business as it is now being conducted obligations hereunder and is proposed to be conducted.consummate the transactions contemplated hereby; (b) Such the execution and delivery of this Agreement, the performance of by such Stockholder of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action of such Stockholder, and that such Stockholder has the full power, authority duly executed and legal right to execute, deliver and perform delivered this Agreement. The ; (c) this Agreement constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes itsthe consummation of the transactions contemplated hereby, his require no action by or her legalin respect of, valid and binding obligationor filing with, enforceable against itany Governmental Authority, him except as set out in the BCA or her any Ancillary Agreement (as defined in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.the BCA); (ce) The execution the execution, delivery and delivery performance by such Stockholder of this Agreement, Agreement and the performance by such Stockholder consummation of its, his or her obligations hereunder by such Stockholder does the transactions contemplated hereby do not and will not violate (i) if such Stockholder is not a natural Person, conflict with or result in the case any violation or breach of parties who are not individuals, any provision of its Organizational Documentsany of the organizational documents of such Stockholder, (ii) conflict with or result in any violation or breach of any provision of any Applicable Law applicable to such Stockholder, or (iii) require any consent or other action by any Person under any provision of any material agreement or other instrument to which it, he or she the Stockholder is a party and which has not been obtained prior to or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with on the execution, delivery or enforceability date of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder.; (f) There is no pending legal actionexcept for this Agreement, suit the BCA or proceeding that would materially and adversely affect any Ancillary Agreement (as defined in the ability of BCA), such Stockholder has not entered into or agreed to enter into this Agreement be bound by any other agreements or arrangements of any kind with any other party with respect to perform itsany Company Equity Interests, his including agreements or her obligations hereunder.arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (whether or not such agreements and arrangements are with the Company or any other Stockholder); and (g) If such Stockholder has not entered into, and agrees that it will not enter into, any agreement with respect to its securities that violates or subordinates or is an individual and married, he or she has delivered otherwise inconsistent with the rights granted to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)under this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders Stockholder hereby represents and warrants severally severally, and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and Parent, as of the date hereof and as of the Closing Date, as follows: (a) Such Stockholder is the record and beneficial owner of the number of shares of Company Stock and/or Company Options set forth next to such Stockholder's name on Schedule A hereto. (b) Such Stockholder, to the extent applicableif a corporation, partnership or limited liability company ("LLC"), is duly organized or incorporatedorganized, validly existing and in good standing under the laws of the its jurisdiction of its organization or incorporation and incorporation, has all requisite corporate, partnership or LLC power and authority authority, as the case may be, to conduct its business as it is now being conducted enter into this Agreement and is proposed to be conducted. (b) Such Stockholder has consummate the full power, authority and legal right to execute, deliver and perform transactions contemplated by this Agreement. The execution, execution and delivery of this Agreement by such Stockholder and performance the consummation by such Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary requisite corporate, partnership or LLC action, corporate or otherwiseas the case may be, on the part of such Stockholder. . (c) This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her legal, a valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors’ ' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to 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 of this Agreementthe transactions contemplated hereby will result in a violation of, the performance by or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she it is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he any shares of Company Stock or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license Company Options held or declaration is required to be made or obtained controlled by such Stockholder (collectively with respect to each Stockholder, the "Securities") are subject. Except for any necessary filings under the Securities Act and the Exchange Act or otherwise disclosed in connection with the executionMerger Agreement, delivery consummation by such Stockholder of the transactions contemplated hereby will not violate, or enforceability of this Agreementrequire Approval under any Applicable Law applicable to such Stockholder or such Securities. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably Securities and the certificates representing such Securities will be expected at any time to have a material adverse effect upon held by such Stockholder’s ability , or by a nominee or custodian for the benefit of such Stockholder, free and clear of all Liens, proxies, voting trusts or agreements, understandings or other similar arrangements other than pursuant to enter into this Agreement, the Registration Rights Agreement or to perform its, his or her obligations hereunderand the Merger Agreement. (f) There Such Stockholder is no pending legal actionnot required to obtain the consent, suit authorization or proceeding that would materially approval of, or to submit any notice, report or other filing with, any Governmental Entity (except for any necessary filings under the Securities Act and adversely affect the ability Exchange Act) or other third party or to obtain any permit, license or franchise as a condition to the performance of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunderby such Stockholder. (g) If No lawsuit, claim, proceeding or investigation is pending or, to the knowledge of such Stockholder, threatened by or against such Stockholder is an individual and marriedor any properties, he assets, operations or she has delivered businesses thereof, which relates to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)transactions contemplated by this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders Parent and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Purchaser as follows: (a) Such Stockholder, to Stockholder is the extent applicable, is duly organized or incorporated, validly existing record and in good standing under the laws beneficial owner of the jurisdiction shares of its organization Common Stock (together with any shares of Common Stock which such Stockholder may acquire at any time on or incorporation and has after the date hereof during the term of this Agreement, the “Shares”) set forth opposite such Stockholder’s name on Schedule I to this Agreement. Schedule I lists separately all requisite power and authority options, warrants or other rights to conduct its business as it is now being conducted and is proposed purchase Common Stock issued to be conductedsuch Stockholder (“Options”). (b) Such Stockholder has the full power, authority legal capacity to execute and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. and to consummate the transactions contemplated hereby. (c) This Agreement has been duly validly executed and delivered by such Stockholder and constitutes its, his or her the legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors’ rights generally, and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement nor the consummation by such Stockholder of this Agreementthe transactions contemplated hereby will result in a violation of, the performance by or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which itsuch Stockholder or such Stockholder’s assets are bound. The consummation by such Stockholder of the transactions contemplated hereby will not violate, he or she is bound or (iii) require any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorizationor notice under, exemptionany provision of any judgment, registrationorder, license decree, statute, law, rule or declaration is required regulation applicable to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this AgreementStockholder. (e) Such The Shares and the certificates representing the Shares owned by such Stockholder is not currently in violation are now, and at all times during the term hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have rights of a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability stockholder in respect of such Stockholder to enter into Shares, except for any of the foregoing arising under this Agreement or to perform its, his or her obligations hereunderAgreement. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to Siemens and Acquisition, severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholder, to Stockholder is the extent applicable, is duly organized or incorporated, validly existing record and in good standing under the laws beneficial owner of the jurisdiction shares of its organization or incorporation and has all requisite power and authority capital stock of the Company (as may be adjusted from time to conduct its business as it is now being conducted and is proposed time pursuant to be conductedSection 7 hereof, the "Shares") set forth opposite the Stockholder's name on Annex I to this Agreement. (b) Such Stockholder has the full power, authority legal capacity to execute and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have and to consummate the transactions contemplated hereby. (c) This Agreement has been duly authorized by all necessary actionrequisite action (corporate, corporate partnership or otherwise, other) on the part of such Stockholder. This Agreement , has been duly validly executed and delivered by such Stockholder and constitutes its, his or her the legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable except as limited by bankruptcy, insolvency and similar insolvency, reorganization, moratorium or other laws affecting enforcement of creditors’ ' rights generallygenerally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (cd) The execution and delivery of this Agreement by such Stockholder of this Agreementdo not, and the performance by such Stockholder of itsthe Stockholder's obligations under this Agreement will not, his or her obligations hereunder by such Stockholder does not and will not violate 2 (i) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of termination, cancellation, modification or acceleration of, or result in the case creation or imposition of parties who are not individualsany Lien upon any of the assets or properties of such Stockholder under, any provision of its Organizational Documentsthe terms, conditions or provisions of (iiA) the certificate or article of incorporation or bylaws or other comparable organizational documents of the Stockholder if applicable or (B) (x) any provision law or order of any material agreement governmental or regulatory authority applicable to such Stockholder or any of the Stockholder's assets or properties, or (y) any contract to which it, he or she the Stockholder is a party or by which itthe Stockholder or any of the Stockholder's assets or properties is bound, he excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or she is bound or (iii) any lawin the aggregate, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is could not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s on the ability of the Stockholder to enter into consummate the transactions contemplated by this Agreement Agreement, or to perform its(ii) require any filing by the Stockholder with, his or her obligations hereunderany permit, authorization, consent or approval of, any governmental or regulatory authority or any third party. (fe) There is no pending legal actionThe 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, suit or proceeding that would materially and adversely affect by a nominee or custodian for the ability benefit of such Stockholder Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder, and not subject to enter into this Agreement or to perform its, his or her obligations hereunderany preemptive rights. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of Stockholder party hereto on the Stockholders date hereof hereby represents and warrants severally to the Company and not jointly to each of the other Stockholders and to the Company as of the date hereof and as of the Original Agreement consummation of the Alfa Purchase (and in respect of Persons each Person who became or become becomes a party to this Agreement after the date consummation of the Original Agreement, such Stockholder hereby represents Alfa Purchase by executing an Adoption Agreement in the form of Exhibit B hereto shall be deemed to have represented and warrants warranted to each of the Company and the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followson which such Person executes such Adoption Agreement) that: (a) Such Stockholder, to the extent applicableif an entity, is duly organized or incorporated, and validly existing and in good standing as a legal entity under the laws of the its jurisdiction of organization and is not required to be qualified as a foreign corporation or other entity authorized to do business in any other jurisdiction in which its organization failure to be so qualified would have a material adverse effect on its ability to execute and deliver or incorporation and perform its obligations under this Agreement. Such Stockholder has all requisite full power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of its obligations under this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly authorized, executed and delivered by such Stockholder and constitutes its, his or her the legal, valid and binding obligationobligations of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency and insolvency, reorganization moratorium or similar laws affecting creditors’ creditors rights generallyand remedies generally and by general equitable principles (whether applied by a court of law or equity). (c) The execution execution, delivery and performance by such Stockholder of this Agreement, compliance by such Stockholder with all of the provisions hereof and the consummation by such Stockholder of the transactions contemplated hereby will not: (i) conflict with or constitute a breach of any of the terms or provisions of, or a default under, such Stockholder’s constitutive documents if such Stockholder is an entity; (ii) conflict with or constitute a breach of any covenant, agreement, consent, order or decree to which such Stockholder is a party or bound or by which such Stockholder or any of its assets and properties is bound; or (iii) violate or conflict with any law applicable to such Stockholder or any of its assets and properties. (d) Except for filings that may be required under the Exchange Act, the execution, delivery and performance by such Stockholder of this Agreement, the performance compliance by such Stockholder with all of the provisions hereof and the consummation by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and the transactions contemplated hereby will not violate (i) in the case of parties who are not individuals, require any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemptionother order or action of, registration, license filing with or declaration is required notice to be made any applicable governmental or obtained by such Stockholder in connection with regulatory authority (for the execution, delivery or enforceability avoidance of doubt this Agreement. (e) Such Stockholder representation is not currently made with respect to consents, approvals, authorizations or filings that may be required upon the exercise in violation the future of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. rights under Section 4.1 (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Parent as follows: (a) Such StockholderIf such Stockholder is a corporation, to the extent applicablelimited liability company, is partnership or trust, such Stockholder has been duly organized or incorporated, and is validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedorganization. (b) Such If such Stockholder is a corporation, limited liability company, partnership or trust, such Stockholder has the full power, all necessary corporate authority and legal right to execute, deliver and perform enter into this Agreement. The , to 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 action, corporate or otherwise, action on the part of such Stockholder. . (c) This Agreement has been duly executed and delivered by such Stockholder and constitutes its(assuming the valid authorization, his or her legal, execution and delivery of this Agreement by Parent) is a valid and binding obligationobligation of such Stockholder, enforceable against it, him or her in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency and insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ ' rights generallygenerally and general equitable principles (whether considered in a proceeding in equity or at law). (cd) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this AgreementAgreement 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 other organizational documents, of such Stockholder, (ii) conflict with or violate any law, rule, regulation or order applicable to such Stockholder or by which any of its properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Lien on the properties or assets of such Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its properties is bound, except for any thereof that would not result in the imposition of a Lien on such Stockholder's Shares and would not reasonably be expected to materially 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 do not, and the performance by such Stockholder of its, his or her its obligations hereunder by will not, require such Stockholder does not and will not violate (i) in the case of parties who are not individuals, to obtain any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorizationauthorization or permit of, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform itsmake any filing with or notification to, his or her obligations hereunderany Governmental Entity. (f) There is no pending legal suit, action, suit investigation or proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder at law or in equity before or by any Governmental Entity that would could reasonably be expected to materially and adversely affect impair the ability of such Stockholder to enter into this Agreement perform its obligations hereunder on a timely basis, and there is no agreement, commitment or law to which such Stockholder is subject that could reasonably be expected to materially impair the ability of such Stockholder to perform its, his or her its obligations hereunderhereunder on a timely basis. (g) If Such Stockholder's Existing Shares are owned beneficially and of record by such Stockholder except as indicated on Schedule I opposite such Stockholder's name. Such Stockholder's Existing Shares constitute all of the shares of Company Common Stock owned of record or beneficially by such Stockholder. All of the Existing Shares are issued and outstanding and, except as indicated on Schedule I opposite such Stockholder's name, such Stockholder does not own, of record or beneficially, any warrants, options, convertible securities or other rights to acquire any shares of Company Common Stock. Such Stockholder has not appointed or granted any proxy which is an individual still effective with respect to any Shares other than as provided in this Agreement. Except as indicated on Schedule I opposite such Stockholder's name, such Stockholder has sole voting power and marriedsole power of disposition with respect to all of its Existing Shares, he or she has delivered to the other Stockholders and the Company a duly executed copy with no restrictions on such Stockholder's rights of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)disposition pertaining thereto.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder hereby, severally and not jointly, represents and warrants severally and not jointly to each of the other Stockholders and to the Company and each other Stockholder as of the date of the Original this Agreement (and or, in respect the case of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of executing a Joinder Agreement) and , as of the date hereof as followssuch date) that: (a) Such Stockholderif such Stockholder is not a natural Person, to the extent applicable, such Stockholder is an entity duly organized or incorporated, and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct execute and deliver this Agreement, to perform its business as it is now being conducted obligations hereunder and is proposed to be conducted.consummate the transactions contemplated hereby; (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action of such Stockholder, and that such Stockholder has duly executed and delivered this Agreement; (c) this Agreement constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) the execution, delivery and performance of this Agreement by such Stockholder does and the consummation of the transactions contemplated hereby, require no action by or in respect of, or filing with, any Governmental Authority, except as set out in the Business Combination Agreement or any Ancillary Agreement (as defined in the Business Combination Agreement); (e) the execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate (i) if such Stockholder is not a natural Person, conflict with or result in the case any violation or breach of parties who are not individuals, any provision of its Organizational Documentsany of the organizational documents of such Stockholder, (ii) conflict with or result in any violation or breach of any provision of any Applicable Law applicable to such Stockholder, or (iii) require any consent or other action by any Person under any provision of any material agreement or other instrument to which it, he or she the Stockholder is a party and which has not been obtained prior to or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with on the execution, delivery or enforceability date of this Agreement (or, in the case of a Stockholder executing a Joinder Agreement. (e) Such Stockholder is not currently in violation , as of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder.date); (f) There is no pending legal actionexcept for this Agreement, suit the Business Combination Agreement or proceeding that would materially and adversely affect any Ancillary Agreement (as defined in the ability of Business Combination Agreement), such Stockholder has not entered into or agreed to enter into this Agreement be bound by any other agreements or arrangements of any kind with any other party with respect to perform itsany Company Equity Interests, his including agreements or her obligations hereunder.arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (whether or not such agreements and arrangements are with the Company or any other Stockholder); and (g) If such Stockholder has not entered into, and agrees that it will not enter into, any agreement with respect to its securities that violates or subordinates or is an individual and married, he or she has delivered otherwise inconsistent with the rights granted to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)under this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents Stockholder, solely as to itself and warrants severally its own Subject Shares and not jointly as to each any other Stockholder or the Subject Shares of the any other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original AgreementStockholder, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Offeror as follows: (a) Organization; Authority; Execution and Deliver; Enforceability. Such Stockholder, to the extent applicable, Stockholder is duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and under which it is organized. Such Stockholder has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of execute this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholderand to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder. Such Stockholder has duly executed and delivered this Agreement, and this Agreement constitutes the performance by legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The execution and delivery of such Stockholder of itsthis Agreement does not, his and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, result in any violation of or her obligations hereunder by default (with or without notice or lapse of time or both) under or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of such Stockholder does not and will not violate under (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (iiA) any provision of such Stockholder’s organizational documents, (B) any material agreement Contract to which it, he or she such Stockholder is a party or by which it, he any properties or she is assets of such Stockholder are bound or (iiiC) any lawprovision of any Judgment or Lien applicable to such Stockholder or its properties or assets, rulein each case except as would reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. No Consent of, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license declaration or declaration filing with, any Governmental Entity is required to be obtained or made by or obtained by with respect to such Stockholder in connection with the execution, delivery or enforceability and performance of its obligations under this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder hereby, severally and not jointly, represents and warrants severally and not jointly to each of the other Stockholders and to the Company and each other Stockholder as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followsthat: (a) Such Stockholderif such Stockholder is not a natural Person, to the extent applicable, such Stockholder is an entity duly organized or incorporated, and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct execute and deliver this Agreement, to perform its business as it is now being conducted obligations hereunder and is proposed to be conducted.consummate the transactions contemplated hereby; (b) Such the execution and delivery of this Agreement, the performance of by such Stockholder of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action of such Stockholder, and that such Stockholder has the full power, authority duly executed and legal right to execute, deliver and perform delivered this Agreement. The ; (c) this Agreement constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes itsthe consummation of the transactions contemplated hereby, his require no action by or her legalin respect of, valid and binding obligationor filing with, enforceable against itany Governmental Authority, him except as set out in the BCA or her any Ancillary Document (as defined in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.the BCA); (ce) The execution the execution, delivery and delivery performance by such Stockholder of this Agreement, Agreement and the performance by such Stockholder consummation of its, his or her obligations hereunder by such Stockholder does the transactions contemplated hereby do not and will not violate (i) if such Stockholder is not a natural Person, conflict with or result in the case any violation or breach of parties who are not individuals, any provision of its Organizational Documentsany of the organizational documents of such Stockholder, (ii) conflict with or result in any violation or breach of any provision of any Applicable Law applicable to such Stockholder, or (iii) except as would not reasonably be expected to have a material adverse effect on the ability of the Stockholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder, require any consent or other action by any Person under any provision of any material agreement or other instrument to which it, he or she the Stockholder is a party and which has not been obtained prior to or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with on the execution, delivery or enforceability date of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder.; (f) There is no pending legal actionexcept for this Agreement, suit the BCA or proceeding that would materially and adversely affect any Ancillary Document (as defined in the ability of BCA), such Stockholder has not entered into or agreed to enter into this Agreement be bound by any other agreements or arrangements of any kind with any other party with respect to perform itsany Company Equity Interests, his including agreements or her obligations hereunder.arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (whether or not such agreements and arrangements are with the Company or any other Stockholder); and (g) If such Stockholder has not entered into, and agrees that it will not enter into, any agreement with respect to its securities that violates or subordinates or is an individual and married, he or she has delivered otherwise inconsistent with the rights granted to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)under this Agreement.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants Stockholder, severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to each of the other Stockholders Parent and the Company on the date of its execution of a Joinder Agreement) and Purchaser, as of the date hereof and as of the Consummation of the Offer, as follows: (a) Such StockholderStockholder is the beneficial owner of, to the extent applicableand has good title to, is duly organized or incorporated, validly existing and in good standing under the laws all of the jurisdiction Securities, free and clear of its organization or incorporation and has all requisite power and authority to conduct its business any Lien, except as it is now being conducted and is proposed to be conductedset forth in this Agreement. (b) The Securities set forth opposite his or its name on Schedule A constitute all of the securities (as defined in Section 3(a)(10) of the Exchange Act, which definition will apply for all purposes of this Agreement) of the Company directly owned by such Stockholder. (c) Such Stockholder holds exclusive power to vote the Securities and has not granted a proxy to any other Person (as defined in the Merger Agreement, which meaning will 2 apply for all purposes of this Agreement) to vote the Securities, subject to the limitations set forth in this Agreement. (d) Such Stockholder has full legal capacity, power and authority to execute and deliver this Agreement and to consummate the full power, authority transactions contemplated hereby and legal right to execute, deliver and perform this Agreement. The such execution, delivery and performance of this Agreement consummation have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. , and no other proceedings or actions by such Stockholder are necessary therefor. (e) This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and constitutes itsdelivery of this Agreement by Parent and Purchaser, his or her legal, is a valid and binding obligation, obligation of such Stockholder enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (cf) The Neither the execution and delivery by such Stockholder of this Agreement, Agreement nor the performance by such Stockholder of its, his or her its obligations hereunder by such Stockholder does not and will not violate conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration or result in the creation of any Lien on any Securities under, (i) in the case of parties who are not individualsany contract, any provision of its Organizational Documentscommitment, (ii) any provision agreement, understanding, arrangement or restriction of any material agreement kind to which it, he or she such Stockholder is a party or by which it, he or she such Stockholder is bound or (iiiii) any law, rule, regulationinjunction, judgment, writ, decree, order or decree ruling applicable to which itsuch Stockholder; except for conflicts, he violations, breaches, defaults, terminations, amendments, cancellations, accelerations or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license Liens that would not individually or declaration is required in the aggregate be reasonably expected to be made prevent or obtained materially impair or delay the consummation by such Stockholder in connection with of the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereundertransactions contemplated hereby. (g) If Neither the execution and delivery of this Agreement nor the performance by such Stockholder is an individual and marriedof his or its obligations hereunder will violate any law, he decree, statute, rule or she has delivered regulation applicable to the Stockholder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other Stockholders governmental body or authority, other than any required notices or filings pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the Company a duly executed copy of a Spousal Consent in rules and regulations promulgated thereunder (the form attached hereto as Annex B (a “Spousal Consent”"HSR Act"), foreign antitrust or competition laws or the federal securities laws.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Parent as follows: (a) Such StockholderIf such Stockholder is a corporation, to the extent applicablelimited liability company, is partnership or trust (i) such Stockholder has been duly organized or incorporated, and is validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and (ii) such Stockholder has all requisite power and necessary corporate authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform enter into this Agreement. The , to 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 action, corporate or otherwise, action on the part of such Stockholder. . (b) This Agreement has been duly executed and delivered by such Stockholder and constitutes its(assuming the valid authorization, his or her legal, execution and delivery of this Agreement by Parent) is a valid and binding obligationobligation of such Stockholder, enforceable against it, him or her in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency and insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ ' rights generallygenerally and by general equitable principles (whether considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement, the performance Agreement by such Stockholder of itswill not, his or her obligations hereunder by such Stockholder does not and will not violate (i) in if such Stockholder is a corporation, limited liability company, partnership or trust, violate the case certificate of parties who are not individualsincorporation or by-laws, any provision or other organizational documents, of its Organizational Documentssuch Stockholder, (ii) violate any provision law, rule, regulation or order applicable to such Stockholder or by which any of its properties is bound, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any material agreement Lien on the properties or assets of such Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which it, he or she such Stockholder is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder or any of its properties is bound, except for those that would not result in connection with the execution, delivery or enforceability imposition of this Agreement. (e) Such Stockholder is a Lien on such Stockholder's Shares and would not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect impair the ability of such Stockholder to enter into this Agreement perform its obligations hereunder or to perform its, his or her obligations hereunderconsummate the transactions contemplated hereby on a timely basis. (ge) If There is no suit, action, investigation or proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder at law or in equity before or by any Governmental Entity that would reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder on a timely basis, and there is no agreement, commitment or law to which such Stockholder is an individual subject that would reasonably be expected to impair materially the ability of such Stockholder to perform its obligations hereunder on a timely basis. (f) Such Stockholder's Existing Shares are owned beneficially and marriedof record by such Stockholder except as indicated on Schedule I. Such Stockholder's Existing Shares constitute all of the shares of Company Common Stock owned of record or beneficially by such Stockholder. All of such Existing Shares are issued and outstanding and, he except as indicated on Schedule I, such Stockholder does not own, of record or she beneficially, any warrants, options, convertible securities or other rights to acquire any shares of Company Common Stock. Such Stockholder has delivered not appointed or granted any proxy which is still effective with respect to the any Shares other Stockholders than as provided in this Agreement. Except as indicated on Schedule I, such Stockholder has sole voting power and the Company a duly executed copy sole power of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)disposition with respect to all of such Stockholder's Existing Shares, and there are no restrictions on such Stockholder's rights of disposition pertaining thereto.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby Stockholder (as to himself or itself only) represents and warrants severally and not jointly to each of the other Stockholders and to the Company and FSC that, as of the date of the Original Agreement (and in respect of Persons who became or become time such Stockholder becomes a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholderif not an individual, to the extent applicable, it is a corporation duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction state of its organization state of incorporation, or incorporation it is a limited partnership or a limited liability company duly formed, validly existing, and in good standing under the Laws of the state of its state of formation, as the case may be, it has all requisite full power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or limited liability company action, corporate . (b) this Agreement (or otherwise, of the separate joinder agreement executed by such Stockholder. This Agreement ) has been duly and validly executed and delivered by such Stockholder Stockholder, and this Agreement constitutes its, his or her legal, valid a legal and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.; and (c) The execution the execution, delivery and delivery performance by such Stockholder of this Agreement (or any joinder to this Agreement, if applicable) and the performance consummation by such Stockholder of itsthe transactions contemplated hereby (and thereby, his if applicable) will not, with or her obligations hereunder by such Stockholder does not and will not violate without the giving of notice or lapse of time, or both, (i) in the case of parties who are not individuals, violate any provision of its Organizational Documentslaw, statute, rule or regulation to which such Stockholder is subject, (ii) violate any provision order, judgment or decree applicable to such Stockholder or (iii) conflict with, or result in a breach or default under, any term or condition of any material agreement or other instrument to which it, he or she such Stockholder is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)bound.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally to XXXX and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original AgreementDirk, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followsInc. that: (a) Such (i) As of the date hereof, the Shares listed on Annex A opposite the Stockholder's name are the only shares of XXXX capital stock, securities convertible into XXXX capital stock, or other rights in respect of XXXX capital stock (collectively, "XXXX Securities") owned of record or beneficially by the Stockholder or in which the Stockholder has any interest; (ii) the Stockholder has and will have until the Effective Time the right to vote the Shares held by the Stockholder, and none of such Shares is subject to, or will be subject to prior to the extent applicableEffective Time, is duly organized any voting trust or incorporatedother agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Stockholder does not own any options to purchase or rights to subscribe for or otherwise acquire any other shares of XXXX Common Stock except as set forth in Annex A. (b) The Stockholder has full right, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted execute and is proposed deliver this Agreement and to be conductedperform all of such Stockholders' obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Stockholder and no other legal proceedings are necessary therefor. (bc) Such This Agreement has been duly and validly executed and delivered by the Stockholder has and represents a valid and legally binding obligation of the full powerStockholder, authority enforceable against the Stockholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and legal right other laws of general application affecting enforcement of creditors' rights generally or laws relating to executethe availability of specific performance, deliver and perform this Agreement. injunctive relief, or other equitable remedies. (d) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such the Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate constitute a violation of, conflict with or result in a default under (i) in the case of parties who are not individualsany contract, any provision of its Organizational Documents, (ii) any provision of any material agreement understanding or arrangement to which it, he or she the Stockholder is a party or by which it, he or she the Stockholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Stockholder, or (iii) any applicable law, rulestatute, rule or regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby severally represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Parent as follows: (a) Such StockholderStockholder has full legal right and capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholdertransactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes its, his or her the legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms. (b) The execution and delivery of this Agreement by such Stockholder do not, subject and the performance of this Agreement by such Stockholder will not (A) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to applicable bankruptcyothers any right of termination, insolvency and similar laws affecting creditors’ rights generallyamendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on such Stockholder's Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation or (B) violate any Applicable Law. (c) The Such Stockholder owns of record and beneficially and has good and marketable title to, free and clear of any Lien, proxy, voting restriction, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than pursuant to this Agreement, and has the sole power to vote and full right, power and authority to sell, transfer and deliver, the number of Shares set forth opposite such Stockholder's name on Exhibit A. (d) Such Stockholder has had access, prior to the execution of this Agreement, to the information it felt it needed and delivery by such Stockholder desired in connection with its evaluation of this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby and has had, prior to the execution of this Agreement, the performance opportunity to ask questions of, and receive answers from, the Company and legal counsel concerning the terms and conditions of the transactions contemplated by such Stockholder of its, his or her obligations hereunder by such Stockholder does not this Agreement and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement Merger Agreement and to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree obtain additional information necessary to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with assess the execution, delivery or enforceability of this Agreementtransactions contemplated hereby and thereby. (e) Such None of the information relating to such Stockholder is not currently in violation of any law, rule, regulation, judgment, order and its affiliates provided by or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability on behalf of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent its affiliates for inclusion in the form attached hereto as Annex B (a “Spousal Consent”)Schedule 14D-9 the Offer Documents, or the Proxy Statement will, at the respective times the Schedule 14D-9, the Offer Documents, or the Proxy Statement are filed with the SEC or are first published, sent or given to stockholders of the Company, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants Stockholder severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders Delano and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Merger Sub as follows: (a) Such StockholderSubject to applicable community property laws, to such DA Stockholder is the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws lawful owner of the jurisdiction shares of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed DA Common Stock to be conductedexchanged for the Delano Merger Shares pursuant to this Agreement and has, and on the Closing Date will have, good and clear title to such shares of DA Capital Stock, free of all Liens. Such DA Stockholder is the owner of the number of shares of Deemed Outstanding DA Shares set forth on EXHIBIT 2.1. (b) Such Stockholder has, and on the Closing Date will have, full legal right, power and authority to enter into this Agreement and to sell and deliver the shares of DA Common Stock owned by him, her or it in the manner provided herein. Such Stockholder has duly and validly executed this Agreement and has, or prior to the full powerClosing, authority will have duly and legal right to executevalidly executed and delivered all other agreements contemplated hereby, deliver and perform each of this Agreement. Agreement and such other agreements constitutes a valid, binding and enforceable obligation of such Stockholder in accordance with its terms. (c) The execution, delivery and performance of this Agreement have been duly authorized and the other agreements contemplated hereby by all necessary actionsuch Stockholder, corporate and the consummation of the transactions contemplated hereby or otherwisethereby, will not require, on the part of such Stockholder. This Agreement has been duly executed and delivered by , any consent, approval, authorization or other order of, or any filing with, any Governmental Entity, or under any contract, agreement or commitment to which such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which itsuch Stockholder or property of such Stockholder is bound, he or she is bound or (iii) and will not constitute a violation on the part of such Stockholder of any law, ruleadministrative regulation or ruling or court decree, regulationor any contract, judgmentagreement or commitment, order applicable to such Stockholder or decree to which it, he or she is subjectproperty of such Stockholder. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently an "accredited investor" as defined in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon the rules and regulations under the Securities Act (except as otherwise shown on such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”'s Investment Agreement).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants Stockholder, severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to each of the other Stockholders Purchaser and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Merger Sub as follows: (a) Such StockholderStockholder (if it is a corporation, to the extent applicable, partnership or other legal entity) is duly organized or incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or incorporation and organization. Such Stockholder has all the requisite power and authority (whether corporate or otherwise) to conduct enter into and deliver this Agreement and to carry out its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreementobligations hereunder. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action, corporate or otherwise, and no other proceedings on the part of such StockholderStockholder are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by (b) The execution and delivery of this Agreement by such Stockholder do not, and constitutes itsthe performance of this Agreement by such Stockholder will not, his (i) conflict with or her legalviolate the Certificate of Incorporation or By-laws or similar organizational document of such Stockholder (in the case of Stockholder that is a corporation, valid and binding obligationpartnership or other legal entity), enforceable against it(ii) conflict with or violate any federal, him state, local or her in accordance with foreign law, statute, ordinance, rule, regulation, permit, injunction, writ, judgment, decree or order (collectively, "Laws") of any Governmental Authority applicable to such Stockholder or by which any of its terms, assets are bound (subject to applicable bankruptcythe required consents referenced in Section 4.1(c)), insolvency or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Encumbrance on any of the assets of such Stockholder pursuant to, any contract or other instrument to which such Stockholder is a party or by which such Stockholder or (if such Stockholder purports to be a corporation) any of its subsidiaries or any of their respective assets are bound, except for any thereof that could not reasonably be expected to impair the ability of such Stockholder to perform its obligations hereunder and similar laws affecting creditors’ rights generallyexcept for any Encumbrances created hereby. (c) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement, the performance Agreement by such Stockholder of itswill not, his or her obligations hereunder by require such Stockholder does not and will not violate to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority based on any Laws of any Governmental Authority, except (i) in the case Securities Exchange Act of parties who are not individuals1934, any provision of its Organizational Documentsas amended, and the rules and regulations promulgated by the Securities and Exchange Commission (the "SEC") thereunder (collectively, the "Exchange Act"), and the HSR Act; and (ii) any provision where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not reasonably be expected to impair the ability of any material agreement such Stockholder to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subjectperform its obligations hereunder. (d) No noticeThere is no suit, consentaction, waiverinvestigation or proceeding pending or, approvalto the knowledge of such Stockholder, authorization, exemption, registration, license or declaration is required to be made or obtained by threatened against such Stockholder at law or in connection with equity before or by any Governmental Authority that could reasonably be expected to impair the executionability of such Stockholder to perform its obligations hereunder, delivery and there is no judgment, decree, injunction, rule, order or enforceability writ of this Agreementany Governmental Authority to which such Stockholder or its assets are subject that could reasonably be expected to impair the ability of such Stockholder to perform its obligations hereunder. (e) Such Stockholder is not currently in violation owns beneficially and of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon record the shares of Company Common Stock set forth opposite such Stockholder’s ability 's name on Exhibit A hereto (with respect to enter into this Agreement or such Stockholder, the "Existing Shares"). The Existing Shares constitute all the shares of Company Common Stock owned beneficially and of record by such Stockholder. Such Stockholder has sole voting power, sole power of disposition and all other stockholder rights with respect to perform itsall of its Existing Shares, his or her obligations hereunder. (f) There is with no pending legal actionrestrictions, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).than restrictions on

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such -------------------------------------------------- Stockholder hereby represents and warrants to each of the other Stockholders Globespan and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof Sub as follows: (a) Such StockholderIf such Stockholder is a corporation, to the extent applicablelimited liability company, is partnership or trust, such Stockholder has been duly organized or incorporated, and is validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedorganization. (b) Such If such Stockholder is a corporation, limited liability company, partnership or trust, such Stockholder has the full power, all necessary corporate power and authority and legal right to execute, deliver and perform enter into this Agreement. The , to 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 action, corporate or otherwise, action on the part of such Stockholder. . (c) This Agreement has been duly executed and delivered by such Stockholder and constitutes its(assuming the valid authorization, his or her legal, execution and delivery of this Agreement by Globespan and Sub) is a valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency and insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ ' rights generallygenerally and general equitable principles (whether considered in a proceeding in equity or at law). (cd) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this AgreementAgreement by such Stockholder will not, (i) if such Stockholder is a corporation, limited liability company, partnership or trust, conflict with or violate the organizational documents of such Stockholder, (ii) conflict with or violate any law, rule, regulation or order applicable to such Stockholder or by which any of such Stockholder's properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any lien on the properties or assets of such Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its properties is bound, except for any thereof that would not result in the imposition of a lien on such Stockholder's Shares or materially 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 its, his or her such Stockholder's obligations hereunder by will not, require such Stockholder does not and will not violate (i) in the case of parties who are not individuals, to obtain any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorizationauthorization or permit of, exemptionor to make any filing with or notification to, registrationany Governmental Entity, license or declaration is required except for an amendment to be made or obtained by the Statement on Schedule 13D filed by, among others, such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time respect to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunderVirata. (f) There is no pending legal suit, action, suit investigation or proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder at law or in equity before or by any Governmental Entity that would could reasonably be expected to materially and adversely affect impair the ability of such Stockholder to enter into this Agreement perform its obligations hereunder on a timely basis, and there is no agreement, commitment or law to which such Stockholder is subject that could reasonably be expected to materially impair the ability of such Stockholder to perform its, his or her its obligations hereunderhereunder on a timely basis. (g) If 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 an individual still effective with respect to any Shares other than as provided in this Agreement; and married(iii) such Stockholder has sole voting power and sole power of disposition with respect to all of such Stockholder's Existing Shares, he 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 she has delivered 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 the other Stockholders and the Company a duly executed copy acquire any shares of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)Virata Common Stock.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followsParent that: (a) Such Stockholdersuch Stockholder is the record and beneficial owner (for purposes of this Agreement, such term shall have the meaning set forth in Rule 13d-3 under the Exchange Act, but without regard to any conditions (including the passage of time) to the extent applicableacquisition of beneficial ownership of such shares) of, and has good and valid and marketable title to, such Stockholder’s Subject Shares free and clear of all Liens; (b) as of the date hereof, such Stockholder is not the record or beneficial owner of any shares of Company Common Stock, any securities convertible into or exchangeable for any shares of Company Common Stock or other voting securities or instruments of the Company, other than such Stockholder’s Subject Shares; (c) (i) such Stockholder (A) is duly organized or incorporatedorganized, validly existing and in good standing under the laws of the its jurisdiction of its organization or incorporation and (B) has all requisite organizational power and authority to conduct its business as it is now being conducted execute and is proposed deliver this Agreement and to be conducted. consummate the transactions contemplated by this Agreement and (bii) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action, corporate or otherwise, requisite organizational action and no other organizational proceedings on the part of such Stockholder. This Stockholder are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby; (d) this Agreement has been duly and validly executed and delivered by such Stockholder Stockholder, and assuming the due authorization, execution and delivery by Parent, constitutes its, his or her legal, a valid and binding obligation, agreement of such Stockholder enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors’ rights generally.and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity); and (ce) The execution the execution, delivery and delivery timely performance by such Stockholder of this Agreement, Agreement and the performance consummation by such Stockholder of its, his or her obligations hereunder by such Stockholder does the transactions contemplated hereby do not and will shall not violate (including with notice or lapse of time or both): (i) in the case of parties who are not individualsrequire any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any provision Governmental Authority or other party, except for the filing with the SEC of its Organizational Documentsany Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 (as applicable) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (ii) contravene or conflict with the certificate of incorporation or the bylaws or other organizational documents of such Stockholder; (iii) result in any provision violation or the breach of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration or any payments under, or result in a loss of a benefit or in the creation or imposition of a Lien under, any of the terms, conditions or provisions of any material note, lease, mortgage, indenture, license, agreement or other instrument or obligation to which it, he or she such Stockholder is a party or by which it, he such Stockholder or she any of such Stockholder’s assets is bound bound; or (iiiiv) violate the provisions of any laworder, rulewrit, regulationinjunction, judgment, order decree, statute, rule or decree regulation applicable to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required such Stockholder. Except where expressly stated to be made or obtained by such Stockholder given as of the date hereof only, the representations and warranties contained in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereundershall be made as of the date hereof and as of each date from the date hereof through and including the Expiration Date. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants Stockholder, severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to the Parent, and each of the other Stockholders and the Company Stockholder that on the date of its execution of a Joinder Agreement) and as of the date hereof as followshereof: (a) Such This Agreement has been duly authorized, executed and delivered by such Stockholder and, assuming the due execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes the valid and binding obligation of such Stockholder, to enforceable against such Stockholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the extent applicable, enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is duly organized considered in a proceeding in equity or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedat law). (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery by such Stockholder of this Agreement, Agreement and the performance agreements contemplated hereby and the consummation by such Stockholder of itsthe transactions contemplated hereby do not and will not, with or without the giving of notice or the passage of time or both: (i) violate the provisions of any Law, rule or regulation applicable to such Stockholder or his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, properties or assets; (ii) violate any provision judgment, decree, order or award of any material court, governmental or quasi-governmental agency or arbitrator applicable to such Stockholder or his or her properties or assets; or (iii) result in any breach of any terms or conditions of, or constitute a default under, any contract, agreement or instrument to which it, he or she such Stockholder is a party or by which it, he such Stockholder or she is bound his or (iii) any law, rule, regulation, judgment, order her properties or decree to which it, he or she is subjectassets are bound. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (ec) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (fi) There understands that no public market now exists for the Shares and there is no pending legal actionassurance that a public market will ever exist for the Shares and (ii) understands that the Shares may not be sold, suit transferred, or proceeding otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”)absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act, Shares must be held indefinitely.

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants to each of the other Stockholders GenStar and the Company on the date of its execution of a Joinder Agreement) Merger Sub, severally and as of the date hereof not jointly, as follows: (a) Such Stockholder is, as of the date of this Agreement, the record and beneficial owner of that number and class of shares of Company Capital Stock set forth opposite such Stockholder’s name on Exhibit A hereto (such Company Capital Stock, together with any Company Capital Stock acquired by such Stockholder after the date of this Agreement, whether by transfer from any other Stockholder, to upon the extent applicableexercise of options, is duly organized warrants or incorporatedotherwise, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted“Shares”). (b) Such Stockholder has the full power, authority legal capacity to execute and legal right deliver this Agreement and to execute, deliver and perform consummate the transactions contemplated by this Agreement. The . (c) In the case of any Stockholder that is a corporation, limited partnership or limited liability company, such Stockholder is an entity duly organized and validly existing under the laws of the jurisdiction in which it is incorporated or constituted, and such Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. Agreement. (d) This Agreement has been duly executed and delivered by such Stockholder and constitutes its, his or her a legal, valid and binding obligationobligation of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (ce) The execution execution, delivery and delivery performance of this Agreement by such Stockholder and the consummation by such Stockholder of this Agreementthe transactions contemplated hereby will not result in a violation of or a default under, the performance by or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (i) in the case of parties who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which itsuch Stockholder or his, he her or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained its assets are bound. The consummation by such Stockholder in connection with of the executiontransactions contemplated by this Agreement will not violate, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation require any consent, approval or notice under, any provision of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time law applicable to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal actionThe Shares owned by such Stockholder are now, suit and at all times during the term of this Agreement will be, held by such Stockholder or proceeding that would materially and adversely affect by a nominee or custodian for the ability benefit of such Stockholder to enter into this Agreement or to perform itsStockholder, his or her obligations hereunderfree and clear of all encumbrances. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).

Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to Parent and Merger Subsidiary, severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreementjointly, such Stockholder hereby represents and warrants to each of the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as follows: (a) Such Stockholder is the record and beneficial owner of the shares of Company Common Stock (as may be adjusted from time to time pursuant to Section 6 hereof, the "Shares") set forth opposite his name on Schedule 1(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 Company Common Stock issued to the extent applicableStockholder upon exercise of any stock options that are currently exercisable or become exercisable, is duly organized restricted stock and any other shares of Company Common Stock such Stockholder may acquire or incorporated, validly existing beneficially own during the term of this Agreement. Schedule 1(a) lists all options and in good standing under shares of restricted stock issued to the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conductedStockholders. (b) Such Stockholder has all requisite power and authority and, if an individual, the full powerlegal capacity, authority to execute and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholderand to consummate the transactions contemplated hereby. This Agreement has been duly validly executed and delivered by such Stockholder and and, assuming that this Agreement constitutes its, his or her the legal, valid and binding obligationobligation of the other parties hereto, constitutes the legal, valid and binding obligation of Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (c) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated by and compliance with the provisions of this AgreementAgreement will not, the performance by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and will not violate (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 parties who are not individuals, any provision of its Organizational Documentsa Stockholder that is a legal entity), (ii) conflict with or violate any provision judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any material agreement rights of termination, amendment, acceleration or cancellation of, any agreement, contract, indenture, note or instrument to which it, he or she such Stockholder is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Stockholder in connection with the execution, delivery or enforceability of this Agreement. (e) Such Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).it is

Representations and Warranties of the Stockholders. Each of Stockholder party hereto on the Stockholders date hereof hereby represents and warrants severally to the Company and not jointly to each of the other Stockholders and to the Company as of the date hereof and as of the Original Agreement consummation of the Alfa Purchase (and in respect of Persons each Person who became or become becomes a party to this Agreement after the date consummation of the Original Agreement, such Stockholder hereby represents Alfa Purchase by executing an Adoption Agreement in the form of Exhibit B hereto shall be deemed to have represented and warrants warranted to each of the Company and the other Stockholders and the Company on the date of its execution of a Joinder Agreement) and as of the date hereof as followson which such Person executes such Adoption Agreement) that: (a) Such Stockholder, to the extent applicableif an entity, is duly organized or incorporated, and validly existing and in good standing as a legal entity under the laws of the its jurisdiction of organization and is not required to be qualified as a foreign corporation or other entity authorized to do business in any other jurisdiction in which its organization failure to be so qualified would have a material adverse effect on its ability to execute and deliver or incorporation and perform its obligations under this Agreement. Such Stockholder has all requisite full power and authority to conduct its business as it is now being conducted and is proposed to be conducted. (b) Such Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of its obligations under this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Stockholder. and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly authorized, executed and delivered by such Stockholder and constitutes its, his or her the legal, valid and binding obligationobligations of such Stockholder, enforceable against it, him or her such Stockholder in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency and insolvency, reorganization moratorium or similar laws affecting creditors’ creditors rights generallyand remedies generally and by general equitable principles (whether applied by a court of law or equity). (c) The execution execution, delivery and performance by such Stockholder of this Agreement, compliance by such Stockholder with all of the provisions hereof and the consummation by such Stockholder of the transactions contemplated hereby will not: (i) conflict with or constitute a breach of any of the terms or provisions of, or a default under, such Stockholder's constitutive documents if such Stockholder is an entity; (ii) conflict with or constitute a breach of any covenant, agreement, consent, order or decree to which such Stockholder is a party or bound or by which such Stockholder or any of its assets and properties is bound; or (iii) violate or conflict with any law applicable to such Stockholder or any of its assets and properties. (d) Except for filings that may be required under the Exchange Act, the execution, delivery and performance by such Stockholder of this Agreement, the performance compliance by such Stockholder with all of the provisions hereof and the consummation by such Stockholder of its, his or her obligations hereunder by such Stockholder does not and the transactions contemplated hereby will not violate (i) in the case of parties who are not individuals, require any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject. (d) No notice, consent, waiver, approval, authorization, exemptionother order or action of, registration, license filing with or declaration is required notice to be made any applicable governmental or obtained by such Stockholder in connection with regulatory authority (for the execution, delivery or enforceability avoidance of doubt this Agreement. (e) Such Stockholder representation is not currently made with respect to consents, approvals, authorizations or filings that may be required upon the exercise in violation the future of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Stockholder’s ability to enter into this Agreement or to perform its, his or her obligations hereunder. rights under Section 4.1 (f) There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Stockholder to enter into this Agreement or to perform its, his or her obligations hereunder. (g) If such Stockholder is an individual and married, he or she has delivered to the other Stockholders and the Company a duly executed copy of a Spousal Consent in the form attached hereto as Annex B (a “Spousal Consent”).