Common use of Representations of Shareholder Clause in Contracts

Representations of Shareholder. Shareholder represents and warrants to Parent that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act), all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Stock other than (i) the Original Shares. (c) Shareholder has full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s spouse is necessary under any “community property” or other laws in order for Shareholder to enter into and perform its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act), all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants warrants, preferred shares or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares Shares, and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Stock other than (i) the Original SharesShares and (ii) any options, warrants, preferred shares or other rights to acquire any additional shares of Company Stock or any security exercisable for or convertible into shares of Company Stock, set forth on the signature page of this Agreement (collectively, “Derivative Securities”). (c) Shareholder has full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of or lapse of time or both) under any provision ofprovision, of any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s spouse is necessary under any “community property” or other laws Laws in order for Shareholder to enter into and perform its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act), all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants warrants, preferred shares or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares Shares, and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Stock other than (i) the Original SharesShares and (ii) any options, warrants, preferred shares or other rights to acquire any additional shares of Company Stock or any security exercisable for or convertible into shares of Company Stock, set forth on the signature page of this Agreement (collectively, “Derivative Securities”). (c) Shareholder has full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of or lapse of time or both) under any provision ofprovision, of any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s spouse is necessary under any “community property” or other laws Laws in order for Shareholder to enter into and perform its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act), all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Stock other than (i) the Original SharesShares and (ii) any options, warrants or other rights to acquire any additional shares of Company Stock or any security exercisable for or convertible into shares of Company Stock, set forth on the signature page of this Agreement (collectively, “Derivative Securities”. (c) Shareholder has full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s spouse is necessary under any “community property” or other laws in order for Shareholder to enter into and perform its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act), ”) all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Common Stock other than (i) the Original SharesShares and (ii) any restricted stock units or other rights to acquire any additional shares of Company Common Stock, or any security exercisable for or convertible into shares of Company Common Stock, set forth on the signature page of this Agreement (collectively, “RSUs”). (c) Shareholder has full legal capacity (and, if applicable, corporate, limited partnership or other organizational power and authority and legal capacity authority) to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except in each case as enforcement may be limited general principles of equity, whether applied in a court of law or court of equity, and by bankruptcy, insolvency and similar Laws affecting creditor’s rights and remedies generally. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, hereby or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this AgreementAgreement or Shareholder’s performance of his, her or its obligations hereunder. No consent of Shareholder’s spouse is necessary under any “community property” or other laws Laws in order for Shareholder to enter into and perform his, her or its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act), ) all of the Original Shares free and clear of all Liensliens, charges, pledges, security interests, encumbrances, claims or demands, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Common Stock other than (i) the Original SharesShares and (ii) any options, warrants or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into shares of Company Common Stock, set forth on the signature page of this Agreement (collectively, "Options"). (c) Shareholder has full power and power, authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Shareholder’s 's obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, hereby or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s 's property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s 's spouse is necessary under any “"community property” " or other laws in order for Shareholder to enter into and perform its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent Enterprise that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act)Act of 1934, as amended) all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company First Choice Common Stock other than (i) the Original Shares, (ii) any First Choice Stock Awards and (iii) any First Choice Options. (c) Shareholder has full voting power and authority and full power of disposition, in each case with respect to the Original Shares. (d) Shareholder has full legal capacity (and, if applicable, corporate, limited partnership or other organizational power and authority) to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except in each case as enforcement may be limited by general principles of equity, whether applied in a court of law or court of equity, and by bankruptcy, insolvency and similar Laws affecting creditor’s rights and remedies generally. (de) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, hereby or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (ef) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent Agreement or Shareholder’s performance of his, her or its obligations hereunder. (g) There are no Legal Proceedings pending against, or, to the knowledge of Shareholder’s spouse is necessary under any “community property” , threatened against or other laws in order for affecting, Shareholder that could reasonably be expected to materially impair or materially adversely affect the ability of Shareholder to enter into and perform his, her or its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, referred to as the "Exchange Act), ") all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Common Stock other than (i) the Original SharesShares and (ii) any restricted stock units or other rights to acquire any additional shares of Company Common Stock, or any security exercisable for or convertible into shares of Company Common Stock, set forth on the signature page of this Agreement (collectively, "RSUs"). (c) Shareholder has full legal capacity (and, if applicable, corporate, limited partnership or other organizational power and authority and legal capacity authority) to enter into, execute and deliver this Agreement and to perform fully Shareholder’s 's obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except in each case as enforcement may be limited general principles of equity, whether applied in a court of law or court of equity, and by bankruptcy, insolvency and similar Laws affecting creditor's rights and remedies generally. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, hereby or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s 's property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this AgreementAgreement or Shareholder's performance of his, her or its obligations hereunder. No consent of Shareholder’s 's spouse is necessary under any “"community property” " or other laws Laws in order for Shareholder to enter into and perform his, her or its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent Buyer that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act), ”) all of the Original Shares free and clear of all LiensShares, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Buyer Common Stock other than (i) the Original SharesShares and (ii) any options, warrants or other rights to acquire any additional shares of Buyer Common Stock or any security exercisable for or convertible into shares of Buyer Common Stock, set forth on the signature page of this Agreement (collectively, “Options”). (c) Shareholder has full legal capacity (and, if applicable, corporate power and authority and legal capacity authority) to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except in each case as enforcement may be limited general principles of equity, whether applied in a court of law or court of equity, and by bankruptcy, insolvency and similar laws affecting creditor’s rights and remedies generally. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, hereby or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s spouse is necessary under any “community property” or other laws in order for Shareholder to enter into and perform its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent Buyer that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act), ”) all of the Original Shares free and clear of all LiensShares, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Common Stock other than (i) the Original SharesShares and (ii) any options, warrants or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into shares of Company Common Stock, set forth on the signature page of this Agreement (collectively, “Options”). (c) Shareholder has full legal capacity (and, if applicable, corporate power and authority and legal capacity authority) to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except in each case as enforcement may be limited general principles of equity, whether applied in a court of law or court of equity, and by bankruptcy, insolvency and similar laws affecting creditor’s rights and remedies generally. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, hereby or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s spouse is necessary under any “community property” or other laws in order for Shareholder to enter into and perform its obligations under this Agreement.

Representations of Shareholder. The Shareholder represents and warrants to Parent Reliant that: (a) As of the date of this Agreement, the Shareholder is the beneficial owner (iwithin the meaning of Rule 13d-3) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act)of, and has good title to, all of the Original Owned Shares. The Owned Shares are owned by the Shareholder free and clear of any and all Liens, and (ii) and, except pursuant heretofor this Agreement, there are no options, warrants options or other rights, agreements, arrangements arrangements, or commitments of any character kind to which the Shareholder is a party or by or to which the Shareholder or the Owned Shares are bound or subject relating to the pledge, disposition transfer, disposition, or voting of any of the Original Shares Owned Shares, and there are is no voting trusts trust or voting agreements agreement with respect to the Original Owned Shares. (b) As of the date of this Agreement, the Shareholder does not beneficially own (within the meaning of Rule 13d-3) any shares of Company Stock Common Stock, or any shares of any other class or series of capital stock of the Company, other than (i) the Original Owned Shares. (c) The Shareholder has full all necessary legal power and authority and legal capacity to enter into, execute execute, and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes the legal, valid valid, and binding obligation of Shareholder, the Shareholder enforceable against the Shareholder in accordance with its terms. (d) None of the The execution and delivery of this Agreement by Shareholderthe Shareholder do not, and the consummation performance of this Agreement by the Shareholder of the transactions contemplated herebywill not, or compliance by Shareholder with any of the provisions hereof will conflict with or with, violate, result in a breachbreach of, or constitute a default (with or without notice of or lapse of time or both) under under, or give rise to or result in the creation of a Lien on any provision of, of the Owned Shares pursuant to (i) any trust agreement, loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease lease, contract, or other agreementagreement or instrument to which the Shareholder is a party, instrument or Law applicable to by which the Shareholder or to any of the Shareholder’s property or assetsassets (including without limitation the Owned Shares) are bound, or to which the Shareholder or any of the Shareholder’s property or assets (including without limitation the Owned Shares) are subject, or (ii) to the Shareholder’s knowledge, any Law applicable to or binding upon the Shareholder or the Shareholder’s property or assets (including without limitation the Owned Shares), except for any such conflicts, violations, breaches, defaults, or Liens which would not materially interfere with, prevent, or materially delay the performance by the Shareholder of his or her obligations under this Agreement. (e) No consent, approval approval, or authorization of, of or designation, declaration declaration, or filing with, with any Governmental Entity or other Person on the part of the Shareholder is required in connection with the valid execution and delivery of this Agreement by the Shareholder or the performance of this Agreement by the Shareholder, except where the failure to obtain any such consents, approvals, or authorizations or to make any such designations, declarations, or filings would not materially interfere with, prevent, or materially delay the performance by the Shareholder of his or her obligations under this Agreement. No consent of the Shareholder’s spouse is necessary under any “community property” or other laws Laws in order for the Shareholder to enter into and perform its the Shareholder’s obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act), ”) all of the Original Shares free and clear of all LiensShares, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Purchaser Common Stock other than (i) the Original SharesShares and (ii) any options, warrants or other rights to acquire any additional shares of Purchaser Common Stock or any security exercisable for or convertible into shares of Purchaser Common Stock, set forth on the signature page of this Agreement (collectively, “Options”). (c) Shareholder has full legal capacity (and, if applicable, corporate power and authority and legal capacity authority) to enter into, execute and deliver this Agreement and to perform fully Shareholder’s 's obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except in each case as enforcement may be limited general principles of equity, whether applied in a court of law or court of equity, and by bankruptcy, insolvency and similar laws affecting creditor’s rights and remedies generally. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, hereby or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s 's property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s spouse is necessary under any “community property” or other laws in order for Shareholder to enter into and perform its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent Diodes that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act), ) of all of the Original Shares free and clear of all Liens, and (ii) except pursuant heretoas set forth in this Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Ordinary Stock other than (i) the Original SharesShares and (ii) any options, warrants or other rights to acquire any additional shares of Company Ordinary Stock or any security exercisable for or convertible into shares of Company Ordinary Stock, set forth on the signature page of this Agreement (collectively, “Options”). (c) Shareholder has full corporate power and authority and or legal capacity capacity, if Shareholder is a natural Person, to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, hereby or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s spouse is necessary under any “community property” or other laws Laws in order for Shareholder to enter into and perform its obligations under this Agreement, unless such spousal consent has been properly obtained.

Representations of Shareholder. Shareholder represents and warrants to Parent Modern Media that: (a) Except for the drag-along right contemplated by article 20 of the articles of association of the Company, (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act), ”) all of the Original Shares free and clear of all Liensliens (other than those imposed under federal and state securities laws), and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Stock Shares other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional Company Shares or any security exercisable for or convertible into Company Shares, set forth on the signature page of this Agreement (collectively, “Options”). (c) Shareholder has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, hereby or compliance by Shareholder with any of the provisions hereof will conflict in any material respect with or result in a material breach, or constitute a material default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person person or entity on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s spouse is necessary under any “community property” or other laws in order for Shareholder to enter into and perform its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act), all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Stock other than (i) the Original SharesShares [and (ii) any options, warrants or other rights to acquire any additional shares of Company Stock or any security exercisable for or convertible into shares of Company Stock, set forth on the signature page of this Agreement (collectively, “Derivative Securities”). (c) Shareholder has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s spouse is necessary under any “community property” or other laws in order for Shareholder to enter into and perform its obligations under this Agreement.

Representations of Shareholder. The Shareholder represents and warrants to Parent Company that: (a) As of the date of this Agreement, the Shareholder is the beneficial owner (iwithin the meaning of Rule 13d-3) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act)of, and has good title to, all of the Original Owned Shares. The Owned Shares are owned by the Shareholder free and clear of any and all Liens, and (ii) and, except pursuant heretofor this Agreement, there are no options, warrants options or other rights, agreements, arrangements arrangements, or commitments of any character kind to which the Shareholder is a party or by or to which the Shareholder or the Owned Shares are bound or subject relating to the pledge, disposition transfer, disposition, or voting of any of the Original Shares Owned Shares, and there are is no voting trusts trust or voting agreements agreement with respect to the Original Owned Shares. (b) As of the date of this Agreement, the Shareholder does not beneficially own (within the meaning of Rule 13d-3) any shares of Company Stock Reliant Common Stock, or any shares of any other class or series of capital stock of Reliant, other than (i) the Original Owned Shares. (c) The Shareholder has full all necessary legal power and authority and legal capacity to enter into, execute execute, and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes the legal, valid valid, and binding obligation of Shareholder, the Shareholder enforceable against the Shareholder in accordance with its terms. (d) None of the The execution and delivery of this Agreement by Shareholderthe Shareholder do not, and the consummation performance of this Agreement by the Shareholder of the transactions contemplated herebywill not, or compliance by Shareholder with any of the provisions hereof will conflict with or with, violate, result in a breachbreach of, or constitute a default (with or without notice of or lapse of time or both) under under, or give rise to or result in the creation of a Lien on any provision of, of the Owned Shares pursuant to (i) any trust agreement, loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease lease, contract, or other agreementagreement or instrument to which the Shareholder is a party, instrument or Law applicable to by which the Shareholder or to any of the Shareholder’s property or assetsassets (including without limitation the Owned Shares) are bound, or to which the Shareholder or any of the Shareholder’s property or assets (including without limitation the Owned Shares) are subject, or (ii) to the Shareholder’s knowledge, any Law applicable to or binding upon the Shareholder or the Shareholder’s property or assets (including without limitation the Owned Shares), except for any such conflicts, violations, breaches, defaults, or Liens which would not materially interfere with, prevent, or materially delay the performance by the Shareholder of his or her obligations under this Agreement. (e) No consent, approval approval, or authorization of, of or designation, declaration declaration, or filing with, with any Governmental Entity or other Person on the part of the Shareholder is required in connection with the valid execution and delivery of this Agreement by the Shareholder or the performance of this Agreement by the Shareholder, except where the failure to obtain any such consents, approvals, or authorizations or to make any such designations, declarations, or filings would not materially interfere with, prevent, or materially delay the performance by the Shareholder of his or her obligations under this Agreement. No consent of the Shareholder’s spouse is necessary under any “community property” or other laws Laws in order for the Shareholder to enter into and perform its the Shareholder’s obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act)Act of 1934, as amended) all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Capital Stock or securities convertible into or exercisable for shares of Company Capital Stock other than (i) the Original Shares, and (ii) any Company Stock Options. (c) Shareholder has, and immediately prior to the Effective Time the Shareholder will continue to have, full and sole voting power and full and sole power of disposition, in each case with respect to the Original Shares. (d) Shareholder has full legal capacity (and, if applicable, corporate, limited partnership or other organizational power and authority and legal capacity authority) to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except in each case as enforcement may be limited by general principles of equity, whether applied in a court of law or court of equity, and by bankruptcy, insolvency and similar Laws affecting creditor’s rights and remedies generally. If Shareholder is not a natural person, it is a corporation validly existing under the Laws of the jurisdiction of incorporation. (de) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, hereby or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (ef) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent Agreement or Shareholder’s performance of his, her or its obligations hereunder. (g) There are no Actions pending against, or, to the knowledge of Shareholder’s spouse is necessary under any “community property” , threatened against or other laws in order for affecting, Shareholder that could reasonably be expected to materially impair or materially adversely affect the ability of Shareholder to enter into and perform his, her or its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act), all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Stock other than (i) the Original Shares. (c) Shareholder has full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy voting requirements described in Section 3(b) below1(a)). This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. Shareholder owns, beneficially and, unless a different record holder is specified on Exhibit A hereto, of record, all of the Original Shares listed on Exhibit A hereto free and clear of all Restrictive Encumbrances. Shareholder does not beneficially own or have any right to acquire for his or her own account any shares of Company Stock other than the Original Shares listed on Exhibit A hereto. Except pursuant to this Agreement, Shareholder has not entered into any Contract, option or other arrangement of any character relating to the pledge, disposition or voting of any of the Original Shares, except as would not (i) prevent Shareholder from performing any of his or her obligations under this Agreement or (ii) reasonably be expected to result in a foreclosure with respect to such Original Shares prior to the receipt of the London Stockholder Approval, and there are no outstanding proxies, voting trusts or voting agreements with respect to the Original Shares, except with respect to any matter not subject to the voting requirements of Section 1(a). Shareholder has full and exclusive power to vote the Shares. (db) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, by this Agreement or compliance by Shareholder with any provision of the provisions hereof this Agreement will (i) conflict with or result in a breachbreach of, or constitute a default (with or without notice of lapse of time or both) under any provision ofunder, any trust agreement, loan Contract or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to regulation that is binding on Shareholder or to Shareholder’s property any of his or assets. her material properties or assets or (eii) No require any consent, approval or authorization of, or designation, declaration or filing with, of any Governmental Entity Body or other Person on any third party (including the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent spouse, if any, of Shareholder’s spouse is necessary under ), except where the failure to obtain any “community property” such consent, individually or other laws in order for the aggregate, would not (A) prevent Shareholder to enter into and perform its from performing any of his or her obligations under this AgreementAgreement or (B) reasonably be expected to result in a foreclosure with respect to any Original Shares prior to the receipt of the London Stockholder Approval.

Representations of Shareholder. Shareholder represents and warrants to Parent Buyer that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934 (as amended, supplemented or otherwise modified from time to time, the “Exchange Act), ”) all of the Original Shares free and clear of all Liens, and (ii) except pursuant heretoas set forth in this Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Stock other than (i) the Original SharesShares and (ii) any options, warrants or other rights to acquire any additional shares of Company Stock or any security exercisable for or convertible into shares of Company Stock, set forth on the signature page of this Agreement (collectively, “Options”). (c) Shareholder has full corporate power and authority and or legal capacity capacity, as applicable, to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, hereby or compliance by Shareholder with any of the provisions hereof will conflict with with, or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or any of its Affiliates or to Shareholder’s or its Affiliates’ property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No If Shareholder is an individual, no consent of Shareholder’s spouse is necessary under any “community property” or other laws Laws in order for Shareholder to enter into and perform its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent Buyer that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act), ”) all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Common Stock other than (i) the Original SharesShares and (ii) any options, warrants or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into shares of Company Common Stock, set forth on the signature page of this Agreement (collectively, “Options”). (c) Shareholder has full legal capacity (and, if applicable, corporate power and authority and legal capacity authority) to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except in each case as enforcement may be limited general principles of equity, whether applied in a court of law or court of equity, and by bankruptcy, insolvency and similar Laws affecting creditor’s rights and remedies generally. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, hereby or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s spouse is necessary under any “community property” or other laws Laws in order for Shareholder to enter into and perform its obligations under this Agreement.

Representations of Shareholder. The Shareholder represents and warrants to Parent thatthe Principal Shareholder as follows: a. The Shareholder is the record and beneficial owner (a) (i) Shareholder owns beneficially (as for purposes of this Agreement, such term is defined shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), all and the rules and regulations promulgated thereunder, but without regard to any conditions (including the passage of time) to the Original Shares free and clear acquisition of all Lienssuch shares) of, and (ii) except pursuant heretohas good and valid and marketable title to, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) b. As of the date hereof, the Shareholder does is not beneficially own the record or beneficial owner of any shares of Company Stock common stock or other voting securities or instruments of the Company, other than (i) the Original Shares. (c) c. The Shareholder has full all requisite power and authority and legal capacity necessary to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including consummate the proxy described in Section 3(b) below)). transactions contemplated hereby. d. This Agreement has been duly and validly executed and delivered by the Shareholder and this Agreement constitutes the legal, a valid and binding obligation agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms. (d) None e. Other than as required or permitted by this Agreement, the Shares are now and shall at all times during the term of this Agreement be owned of record and beneficially owned by the Shareholder, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements, options, rights of first offer or refusal and any other encumbrances or arrangements whatsoever with respect to the ownership, transfer or voting of the Shares, and there are no outstanding options, warrants or rights to purchase or acquire, or agreements or arrangements relating to the voting of, any of the Shares other than this Agreement. f. The execution and delivery of this Agreement by Shareholder, the consummation Shareholder and the performance by the Shareholder of the transactions contemplated hereby, its obligations hereunder will not (including with notice or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under require any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval approval, order, authorization or authorization permit of, or designation, declaration registration or filing withwith or notification to, any Governmental Entity governmental entity or other Person on party, except for the part filing with the SEC of Shareholder is any Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 of the Exchange Act, as may be required in connection with this Agreement and the valid execution transactions contemplated hereby. g. The Shareholder hereby waives, and delivery agrees not to assert or perfect, any dissenters’ rights and any similar rights that it may have by virtue of this Agreement. No consent ownership of Shareholder’s spouse is necessary under any “community property” or other laws in order for Shareholder to enter into and perform its obligations under this Agreementthe Shares.

Representations of Shareholder. Shareholder represents and warrants to Parent Enterprise that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act)Act of 1934, as amended) all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Seacoast Common Stock other than (i) the Original Shares, (ii) any Seacoast Stock Awards and (iii) any Seacoast Options. (c) Shareholder has full legal capacity (and, if applicable, corporate, limited partnership or other organizational power and authority and legal capacity authority) to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below))hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except in each case as enforcement may be limited by general principles of equity, whether applied in a court of law or court of equity, and by bankruptcy, insolvency and similar Laws affecting creditor’s rights and remedies generally. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, hereby or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this AgreementAgreement or Shareholder’s performance of his, her or its obligations hereunder. [No consent of Shareholder’s spouse is necessary under any “community property” or other laws Laws in order for Shareholder to enter into and perform his, her or its obligations under this Agreement.] (f) There are no Legal Proceedings pending against, or, to the knowledge of Shareholder, threatened against or affecting, Shareholder that could reasonably be expected to materially impair or materially adversely affect the ability of Shareholder to perform his, her or its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act), all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, agreements arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Stock other than [(i) )] the Original Shares. (c) Shareholder has full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s spouse is necessary under any “community property” or other laws in order for Shareholder to enter into and perform its obligations under this Agreement.

Representations of Shareholder. Shareholder represents and warrants to Parent PCC that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act), ) all of the Original Shares and has good and valuable title thereto free and clear of all LiensLiens (other than restrictions on transfer under applicable securities laws), and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares Shares, and there are no voting trusts or voting similar agreements with respect to the Original Shares restricting or otherwise relating to the voting of such Shares. (b) Shareholder does not beneficially own any shares of Company Stock capital stock or voting securities of Foundation Bancorp or securities of Foundation Bancorp convertible into or exchangeable for shares of capital stock or voting securities of Foundation Bancorp, other than (i) the Original Shares. (c) Shareholder has full sole voting power, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. (d) Shareholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. The execution, delivery and performance of this Agreement by Shareholder hereunder and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Shareholder’s , and no other actions or proceedings on the part of such Shareholder are necessary to authorize the execution and delivery by such Shareholder of this Agreement, the performance by such Shareholder of its obligations hereunder (including or the proxy described in Section 3(b) below))consummation by such Shareholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by PCC, constitutes the a legal, valid and binding obligation of Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. (de) None of the execution The execution, delivery and delivery performance of this Agreement by Shareholder, and the consummation by Shareholder of the transactions contemplated hereby, or compliance by Shareholder with any of the provisions hereof hereby do not and will conflict with not (1) constitute or result in a breachbreach or violation of, or constitute a default (or event which, with notice or without notice of lapse of time or both, would become a default) under under, give to any provision Person any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any trust Lien on such property or asset of such Shareholder pursuant to any agreement, loan or credit agreement, note, bond, mortgage, indenture, lease instrument, law, rule or other agreementregulation, instrument judgment, decree, order, governmental permit, writ, injunction, or Law applicable license, to which such Shareholder is a party or by which such Shareholder or to Shareholder’s any property or assets. asset of such Shareholder is bound or affected, (e2) No consent, approval constitute a breach or authorization violation of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of a default under Shareholder’s spouse is necessary bylaws or organizational documents, or (3) require any permit, authorization, consent or approval under any “community property” such law, rule, regulation, judgment, decree, order, governmental permit or other laws in order for Shareholder to enter into and perform its obligations under this Agreementlicense, agreement, indenture or instrument.

Representations of Shareholder. Shareholder represents and warrants to Parent that: (a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act), all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Shareholder does not beneficially own any shares of Company Stock other than [(i) )] the Original SharesShares [and (ii) any options, warrants or other rights to acquire any additional shares of Company Stock or any security exercisable for or convertible into shares of Company Stock, set forth on the signature page of this Agreement (collectively, “Derivative Securities”)]2. 1 NTD: Parent will require executed Shareholder Agreements from Trafigura Beheer, Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx, and all other directors and officers who are shareholders. 2 NTD: To be deleted for Shareholders that do not hold Derivative Securities. (c) Shareholder has full [corporate]3 power and authority [and legal capacity capacity]4 to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. (d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. [No consent of Shareholder’s spouse is necessary under any “community property” or other laws in order for Shareholder to enter into and perform its obligations under this Agreement.Agreement.]5