Common use of Representations of Stockholder Clause in Contracts

Representations of Stockholder. Stockholder represents and warrants to BK that: (a) (i) Stockholder 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 and the Existing Voting Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder 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) Stockholder does not beneficially own any shares of Company Common Stock other than (i) the Original Shares 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) Subject to the effectiveness of the Amendment (as hereinafter defined), Stockholder has full entity power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below). Subject to the effectiveness of the Amendment, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally or principles of equity. (d) Subject to the effectiveness of the Amendment, none of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder 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 Stockholder or to Stockholder’s property or assets. (e) Subject to the effectiveness of the Amendment, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder is an individual, no consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement.

Representations of Stockholder. Each Stockholder hereby severally and not jointly represents and warrants to BK Parent on the Execution Date and immediately prior to the Closing on the Closing Date that: (a) (i) Stockholder owns beneficially (as Such Stockholder’s ownership of the Pxxxxx Shares set forth below such term is defined in Rule 13d-3 Stockholder’s signature on the signature page hereto completely and accurately represents such Stockholder’s Beneficial Ownership of Pxxxxx Xxxxxx, except for any change of Beneficial Ownership permitted under the Exchange Act) all Voting and Support Agreement, dated as of the Original Shares free date hereof, by and clear between the Stockholders, any other stockholders of all Liens, Pxxxxx party thereto and Parent (ii) except pursuant hereto the “Voting and the Existing Voting Support Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder 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) Except as set forth on Schedule 2 or as consideration with respect to the Merger, such Stockholder does not beneficially own Beneficially Own, directly or indirectly, any shares of Company Parent Common Stock other than (i) Stock. Except as consideration with respect to the Original Shares and (ii) Merger, neither such Stockholder nor any optionsAffiliate of such Stockholder which such Stockholder controls, warrants owns or other rights holds any right to acquire any additional shares of Company Common Stock any class of capital stock of Parent or other securities of Parent or any security exercisable for interest therein or convertible into shares any voting rights with respect to any securities of Company Common Stock, set forth on the signature page of this Agreement (collectively, “Options”)Parent. (c) Subject to the effectiveness of the Amendment (as hereinafter defined), Such Stockholder has full entity power and authority to enter into, execute and deliver this Agreement and to perform fully such Stockholder’s obligations hereunder (including the proxy described in Section 3(b) 4 below). Subject to the effectiveness of the Amendment, this This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium reorganization, moratorium, or other similar Laws affecting creditors’ rights generally or principles of equitygenerally. (d) Subject to the effectiveness of the Amendment, none of the The execution and delivery of this Agreement by Stockholdersuch Stockholder does not, and the consummation by Stockholder of the transactions contemplated hereby or and the compliance by Stockholder with any of the provisions hereof will not, conflict with or violate any Law applicable to such Stockholder or result in a breachany breach or violation of, or constitute a default (or an event, that with notice or without notice of lapse of time or both, would become a default) under under, or give to others any provision rights of termination, amendment, acceleration, or cancellation of, or result in the creation of any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease Lien on any of the Shares pursuant to any agreement or other agreement, instrument or Law applicable to obligation (including organizational documents) binding upon such Stockholder or any of the Shares, except for any of the foregoing as would not, or would not reasonably be expected to, individually or in the aggregate, materially impair the ability of the Stockholder to Stockholder’s property or assetsperform its obligations under this Agreement. (e) Subject to the effectiveness of the Amendment, no No consent, approval approval, Order or authorization of, or registration, designation, declaration or filing with, any Governmental Entity Body or other Person on the part of such Stockholder is required in connection with the valid execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (f) There is no action, suit, investigation, or proceeding (whether judicial, arbitral, administrative, or otherwise) (each an “Action”) pending against, or, to the knowledge of such Stockholder, threatened against, the validity of this Agreement or such Stockholder (in each case due to any action or inaction by such Stockholder and, for the avoidance of doubt, not due to any action or inaction by Parent) that could reasonably be expected to materially impair or materially adversely affect the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated by this Agreement on a timely basis. (g) Other than the Voting and Support Agreement and this Agreement. If Stockholder is an individual, no consent of Stockholder’s spouse is necessary under agreement exists between the Stockholders, on the one hand, and any “community property” other party on the other hand, to vote or acquire any Shares or engage in any other laws in order for transaction related to the Shares, and this Agreement does not represent or reflect any agreement or concerted action between such Stockholder and any other party related to enter into and perform its obligations under this Agreementthe Shares or any other securities.

Representations of Stockholder. Stockholder represents and warrants to BK Parent that: (a) (i) Stockholder owns beneficially is the record and beneficial owner (as such term is defined in Rule 13d-3 under of the Exchange Act) of and has good title to all of the Original Shares free and clear of all LiensLiens (except as set forth in this Agreement and pursuant to any applicable restrictions on transfer under the Exchange Act), and (ii) except pursuant hereto and the Existing Voting Agreementhereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder 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) Stockholder has, and will have at the time of the Company Stockholders Meeting with respect to the matters covered by Section 3(a), the right to vote and direct the vote of, and to dispose of and direct the disposition of, the Original Shares, and none of the Original Shares is subject to any agreement, arrangement or restriction with respect to the Original Shares that would prevent or delay Stockholder’s ability to perform its obligations hereunder. There are no agreements or arrangements of any kind, contingent or otherwise, obligating Stockholder to Transfer (as defined in Section 5) or cause to be Transferred, any of the Original Shares, and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Original Shares. (c) Stockholder does not beneficially own any shares of Company Common Stock other than (i) the Original Shares 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, Stock as set forth on the signature page of this Agreement (collectively, “Options”)Exhibit A hereto. (cd) Subject to the effectiveness of the Amendment (as hereinafter defined), Stockholder has full entity power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the irrevocable proxy described in Section 3(b) below)). Subject to the effectiveness of the Amendment, this This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally or principles of equity. (de) Subject to the effectiveness of the Amendment, none None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder 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 Stockholder or to Stockholder’s property or assets. There is no (i) action, proceeding or investigation pending or threatened against Stockholder or any of its controlled Affiliates; or (ii) outstanding writ, injunction, order, judgment or decree of any Governmental Authority to which Stockholder or any of its controlled Affiliates are subject or bound, in each case, that could prevent, materially delay, hinder or impair the exercise by Parent of its rights under this Agreement or the performance by Stockholder of its obligations under this Agreement. (ef) Subject to the effectiveness of the Amendment, no No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder is an individual, no No consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement unless Stockholder’s spouse has also executed this Agreement as Stockholder (in which case the term “Stockholder” shall refer to both spouses). Stockholder has not taken any action that would or would reasonably be expected to (i) constitute or result in a breach hereof; (ii) make any representation or warranty of Stockholder set forth in this Section 2 untrue or incorrect; or (iii) have the effect of preventing or disabling Stockholder from performing any of its obligations under this Agreement.

Representations of Stockholder. Stockholder represents and warrants to BK CFH that: (a) (i) Stockholder 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 and the Existing Voting Agreementhereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder 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) Stockholder does not beneficially own any shares equity securities or voting securities of Company Common Stock the Carrols Public Entity other than (i) the Original Shares and (ii) any options, warrants warrants, 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, Stock and set forth on the signature page of this Agreement (collectively, “Options”). (c) Subject to the effectiveness of the Amendment (as hereinafter defined), Stockholder has full entity power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below). Subject to the effectiveness of the Amendment, this This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally or principles of equity. (d) Subject to the effectiveness of the Amendment, none of the execution and delivery of this Agreement by Stockholder, the The consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder 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 Stockholder or to Stockholder’s property or assets. (e) Subject to the effectiveness of the Amendment, no No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder is an individual, no consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement.

Representations of Stockholder. The Stockholder represents and warrants to BK that: IMS that (a) (i) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 under of the Exchange Act) all and of record each of the Original Shares shares of Common Stock, par value $0.001 per share, of TriZetto (the "TRIZETTO COMMON STOCK"), set forth opposite such Stockholder's name on EXHIBIT A hereto (such Stockholder's "SHARES") free and clear of all Liensliens, and (ii) claims, charges, security interests or other encumbrances and, except pursuant hereto for this Agreement and the Existing Voting Merger 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 pledge, disposition or voting Voting of any shares of the Original Shares capital stock of TriZetto and there are no voting Voting trusts or voting Voting agreements with respect to the Original such Shares. , (b) such Stockholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) any shares of Company TriZetto Common Stock other than (i) the Original such Shares and (ii) does not have any options, warrants or other rights to acquire any additional shares of Company Common Stock capital stock of TriZetto or any security exercisable for or convertible into shares of Company Common Stockcapital stock of TriZetto other than those options, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and the signature page Stockholder represents and warrants that such Stockholder shall not exercise any such Options prior to the termination of this Agreement (collectivelyexcept in accordance with Section 6 of this Agreement, “Options”). (c) Subject to the effectiveness of the Amendment (as hereinafter defined), such Stockholder has full entity power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully such Stockholder’s 's obligations hereunder (including the proxy described in Section 3(b) below). Subject to the effectiveness of the Amendment, and this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, such Stockholder enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcysubject to the Bankruptcy and Equity Exception, insolvency, moratorium or creditors’ rights generally or principles of equity. (d) Subject other than filings under the Exchange Act, no notices, reports or other filings are required to the effectiveness of the Amendmentbe made by such Stockholder with, none of 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 (e) the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by such Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will not, violate, conflict with or constitute a breach of, or a default under, the certificate of incorporation or by-laws of such Stockholder or any or their comparable governing instruments (if such Stockholder is not a natural person) or result in a breachviolation or breach of, or constitute a default (with or without due notice of or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any provision ofcontract to which such Stockholder is a party or which is binding on it or its assets and will not result in the creation of any lien on, or security interest in, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder’s property or assets. (e) Subject to the effectiveness of the Amendment, no consent, approval assets or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part properties of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder is an individual, no consent of such Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement.

Representations of Stockholder. Stockholder represents and warrants to BK that: (a) (i) Stockholder 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, claims or other encumbrances and (ii) except pursuant hereto and the Existing Voting Agreementhereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party or is otherwise bound relating to the pledge, disposition or voting of any of the Original Shares and there are no proxies, voting trusts or voting agreements with respect to the Original Shares. (b) Stockholder does not beneficially own any shares of Company Common Stock the Company’s capital stock other than (i) the Original Shares 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”)Shares. (c) Subject to the effectiveness of the Amendment Stockholder (as hereinafter defined), Stockholder if any entity) has full entity corporate power and authority and (if an individual) legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder’s 's obligations hereunder (including the proxy described in Section 3(b) below)). Subject to the effectiveness of the Amendment, this This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally or principles of equity. (d) Subject to the effectiveness of the Amendment, none None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict with or result in a breach, or constitute a violation or 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, or instrument or Law law, rule or regulation applicable to Stockholder or to Stockholder’s 's property or assetsassets or, if an entity, any of its governing documents. (e) Subject to the effectiveness of the Amendment, no No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity governmental authority or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder is an individual, no No consent of Stockholder’s 's spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement.

Representations of Stockholder. Each Stockholder represents and warrants to BK the Company that: (a) (i) Such Stockholder 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 Lienssecurity interests, liens, claims, pledges, limitations in the Stockholder’s voting rights, charges or other encumbrances of any nature whatsoever (“Encumbrances”) (except any Encumbrances arising under securities laws or under this Agreement), and (ii) except pursuant hereto to this Agreement and that certain lockup letter agreement dated the Existing Voting Agreementdate hereof delivered by such Stockholder to the Company, 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 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, in each case, which are inconsistent with the terms of this Agreement. (b) Such Stockholder does not beneficially own any shares of Company Parent Common Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Parent Common Stock or any security exercisable for or convertible into shares of Company Parent Common Stock, set forth on the signature page of this Agreement (collectively, “Options”). (c) Subject to the effectiveness of the Amendment (as hereinafter defined), Such Stockholder has full entity power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully such Stockholder’s obligations hereunder (including the proxy described in Section 3(b) 3 below). Subject to the effectiveness of the Amendment, this This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally or principles of equitysubject to the Bankruptcy and Equity Exceptions. (d) Subject to the effectiveness of the Amendment, none None of the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder 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 such Stockholder or to such Stockholder’s property or assets. (e) Subject to the effectiveness of the Amendment, no No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of such Stockholder is required in connection with the valid execution and delivery of this Agreement, other than the filing of a Schedule 13D/A with the Securities and Exchange Commission. If Stockholder is an individual, no No consent of such Stockholder’s spouse is necessary under any “community property” or other laws in order for such Stockholder to enter into and perform its obligations under this Agreement. (f) Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations and warranties and covenants of such Stockholder contained herein. (g) The Closing of the Mergers is intended to and will provide material economic benefit to such Stockholder.

Representations of Stockholder. Stockholder represents and warrants to BK that: (a) (i) Stockholder 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, claims or other encumbrances and (ii) except pursuant hereto and the Existing Voting Agreementhereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party or is otherwise bound relating to the pledge, disposition or voting of any of the Original Shares and there are no proxies, voting trusts or voting agreements with respect to the Original Shares. (b) Stockholder does not beneficially own any shares of the Company Common Preferred Stock other than (i) the Original Shares 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”)Shares. (c) Subject to the effectiveness of the Amendment Stockholder (as hereinafter defined), Stockholder if any entity) has full entity corporate power and authority and (if an individual) legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder’s 's obligations hereunder (including the proxy described in Section 3(b) below)). Subject to the effectiveness of the Amendment, this This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally or principles of equity. (d) Subject to the effectiveness of the Amendment, none None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict with or result in a breach, or constitute a violation or 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, or instrument or Law law, rule or regulation applicable to Stockholder or to Stockholder’s 's property or assetsassets or, if an entity, any of its governing documents. (e) Subject to the effectiveness of the Amendment, no No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity governmental authority or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder is an individual, no No consent of Stockholder’s 's spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement.

Representations of Stockholder. Each Stockholder hereby severally and not jointly represents and warrants to BK Company and Vitesse that: (a) (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all As of the Original Shares free and clear of all Liensdate hereof, such Stockholder is the Beneficial Owner of, and (ii) except pursuant hereto has good and valid title to, the Existing Voting AgreementSubject Shares that are set forth below such Stockholder’s name on Schedule I. Such Stockholder has the sole right to vote his Subject Shares set forth below his name on Schedule I, there are no options, warrants and none of such Subject Shares is subject to any voting trust or other rightsagreement, agreements, arrangements arrangement or commitments of any character to which Stockholder 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 restriction with respect to the Original voting of such Subject Shares, except as contemplated by this Agreement. (b) Stockholder does not beneficially own any shares of Company Common Stock other than (i) the Original Shares 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) Subject to the effectiveness of the Amendment (as hereinafter defined), Such Stockholder has full entity power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder’s his obligations hereunder (including the proxy described in Section 3(b) below)hereunder. Subject to the effectiveness of the Amendment, this This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by Vitesse and Company, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium reorganization, moratorium, or other similar Laws affecting creditors’ rights generally or principles of equitygenerally. (dc) Subject to the effectiveness of the Amendment, none of the The execution and delivery of this Agreement by Stockholdersuch Stockholder does not, and the consummation by Stockholder of the transactions contemplated hereby or and the compliance by Stockholder with any of the provisions hereof will not, (i) conflict with or violate any Law applicable to such Stockholder or (ii) result in a breachany breach or violation of, or constitute a default (or an event, that with notice or without notice of lapse of time or both, would become a default) under under, or give to others any provision rights of termination, amendment, acceleration, or cancellation of, or result in the creation of any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease Encumbrances on any of the Subject Shares pursuant to any agreement or other agreement, instrument or Law applicable to obligation (including organizational documents) binding upon such Stockholder or any of the Subject Shares, except where such breach, violation or default would not, or would not reasonably be expected to, individually or in the aggregate, materially impair the ability of the Stockholder to perform his obligations under this Agreement. (d) The execution and delivery by such Stockholder of this Agreement does not, and the performance of such Stockholder’s property obligations hereunder will not, require such Stockholder to obtain any consent, approval, authorization or assetspermit of, or to make any filing with or notification to, any Person or Governmental Entity, except such filings and authorizations as may be required under the U.S. Exchange Act. (e) Subject to the effectiveness As of the Amendment, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery date of this Agreement. If , there is no Proceeding pending against, or to the knowledge of the Stockholder, threatened against, such Stockholder is an individual, no consent that would prevent the performance by such Stockholder of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its his obligations under this AgreementAgreement or to consummate the transactions contemplated hereby or by the Arrangement Agreement on a timely basis.

Representations of Stockholder. Stockholder represents and warrants to BK Armada that: (a) (i) Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) all of the Original Shares free and clear of all Liensany lien, pledge, security interest, claim, charge or encumbrance, and (ii) except pursuant hereto and the Existing Voting Agreementhereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the sale, 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) Stockholder does not beneficially own any shares of Company Mesa Common Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Mesa Common Stock or any security exercisable for or convertible into shares of Company Mesa Common Stock, set forth on the signature page of this Agreement (collectively, “Options”). (c) Subject to the effectiveness of the Amendment (as hereinafter defined), Stockholder has full entity corporate power and authority (if Stockholder is an entity) or legal capacity (if Stockholder is an individual) to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below)). Subject to the effectiveness of the Amendment, this This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally or principles of equity. (d) Subject to the effectiveness of the Amendment, none None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder 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 foreign, federal, state, municipal, provincial or local law (statutory, common or otherwise) applicable to Stockholder or to Stockholder’s property or assets. (e) Subject to the effectiveness of the Amendment, no No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity United States or non-United States federal, state, municipal, provincial or local government, court, arbitrator, arbitral tribunal, administrative agency or commission or other Person governmental or regulatory agency or authority, or any other individual, corporation, limited liability company, partnership, association, trust, unincorporated organization or other entity, on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder is an individual, no consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement.

Representations of Stockholder. (a) Stockholder hereby represents and warrants to BK thatParent as follows: (a) (i) Stockholder owns beneficially is the beneficial owner (as for purposes of this Agreement, such term is defined shall have the meaning set forth in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, but without regard to any conditions (including the passage of time) all to the acquisition of such shares) of the Original Shares free and clear number of all Liens, and (ii) except pursuant hereto and shares of Company Common Stock set forth on the Existing Voting Agreement, there signature page hereto. All of such shares are no options, warrants or other rights, agreements, arrangements or commitments of any character collectively referred to which herein as the “Shares.” Such Stockholder is a party relating to not the pledge, disposition or voting beneficial owner of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Stockholder does not beneficially own any shares of Company Common Stock or other voting securities or instruments of the Company other than (i) the Original Shares and Shares. (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) Subject to the effectiveness of the Amendment (as hereinafter defined), Such Stockholder has full entity the exclusive right, power and authority to enter into, execute and deliver this Agreement Agreement, to vote the Shares beneficially owned by it and to otherwise perform fully its respective obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below). Subject to the effectiveness of the Amendment; and, assuming that this Agreement has been duly and validly authorized, executed and delivered by Stockholder and Parent, this Agreement constitutes the legal, a valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium and similar 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 principles of in equity). (diii) Subject 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 by such Stockholder, 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 effectiveness ownership, transfer or voting of the AmendmentShares; and there are no outstanding options, none warrants or rights to purchase or acquire, or agreements or arrangements relating to the voting of, any of the Shares other than this Agreement. (iv) The execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby and the performance by such Stockholder of its obligations hereunder will not: (1) require any consent, approval, order, authorization or compliance by Stockholder permit of, or registration, filing with or notification to, any court, governmental or regulatory authority or agency (a “Governmental Entity”) or any private third party, except for the filing with the Securities and Exchange Commission (the “Commission”) of any Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 of the provisions hereof will conflict Exchange Act, as may be required in connection with or this Agreement and the transactions contemplated hereby; (2) result in a breachany violation or the breach of, or constitute a default (with under, or without notice give rise to any right of lapse termination, cancellation or acceleration or any payments under, or result in a loss of time a benefit or both) under any provision ofin the creation or imposition of a lien under, any trust agreementof the terms, loan conditions or credit agreement, provisions of any note, bondlease, mortgage, indenture, lease license, agreement or other agreement, instrument or Law obligation to which such Stockholder is a party or by which such Stockholder or any of its assets is bound; or (3) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to such Stockholder in such a manner as would, individually or in the aggregate, reasonably be expected to Stockholder’s property materially impair the ability of such Stockholder to perform his obligations under this Agreement or assetsprevent or delay the consummation of any of the transactions contemplated by this Agreement. (ev) Subject to the effectiveness Such Stockholder acknowledges receipt and review of the AmendmentMerger Agreement and understands the terms and conditions thereof. Such Stockholder has had the opportunity to review this Agreement and the Merger Agreement with counsel of its own choosing. Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution delivery and delivery performance of this Agreement. If . (vi) Such Stockholder is an individualhereby waives, no and agrees not to assert or perfect, any dissenters’ rights and any similar rights that it may have by virtue of ownership of the Shares. (vii) No consent of Stockholder’s spouse such Stockholder is necessary under any “community property” or other laws in order for such Stockholder to enter into and perform its their obligations under this Agreement. (b) The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date of termination of this Agreement.

Representations of Stockholder. Stockholder represents and warrants to BK Investor that: (a) As of the date hereof, (i) Stockholder 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, other than restrictions on transfer imposed by applicable securities Laws [or other agreements between Stockholder and the Company, and (ii) except pursuant hereto hereto,][, and (ii) except pursuant hereto, pursuant to that certain letter agreement with the Existing Voting AgreementCompany, dated July 8, 2019, or the Put/Call Option and Consent Agreement with the Company, dated as of the date hereof,] there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares with respect to or otherwise affecting the matters covered herein and there are no voting trusts or voting agreements with respect to the Original SharesShares with respect to or otherwise affecting the matters covered herein. (b) As of the date hereof, Stockholder does not beneficially own any shares of Company Common Stock other than (i) the Original Shares 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, Stock other than the Original Shares as set forth on the signature page of this Agreement (collectively, “Options”)Agreement. (c) Subject to the effectiveness of the Amendment (as hereinafter defined), Stockholder has full entity power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below)hereunder. Subject to the effectiveness of the Amendment, this This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws now or hereafter in effect relating to, or affecting generally, the enforcement of creditors’ and other obligees’ rights, (b) where the remedy of specific performance or other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court before which the proceeding may be brought, and (c) where rights generally or principles of equityto indemnity and contribution thereunder may be limited by applicable Law and public policy. (d) Subject to the effectiveness of the Amendment, none None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict with or result in a material 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 Stockholder or to Stockholder’s property or assets. (e) Subject to the effectiveness of the Amendment, no No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder , other than any such consents, approvals, authorizations, designations, declarations and filings that have already been obtained or made or filings required under the Exchange Act. (f) As of the date hereof, there is an individualno action, suit, or proceeding (whether judicial, arbitral, administrative, or other), or to the knowledge of Stockholder, investigation, pending against, or, to the knowledge of Stockholder, no consent such action, suit, proceeding or investigation threatened against or affecting, Stockholder that would reasonably be expected to materially impair or materially adversely affect the ability of Stockholder to perform Stockholder’s spouse is necessary under any “community property” obligations hereunder or other laws in order for Stockholder to enter into and perform its obligations under consummate the transactions contemplated by this AgreementAgreement on a timely basis.

Representations of Stockholder. Stockholder represents and warrants to BK the Company that: (a) (i) Stockholder 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 and the Existing Voting Agreementhereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder 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. The Original Shares listed on the signature page hereto constitute all of the shares of Parent Stock or other securities of Parent beneficially owned by Stockholder as of the date hereof and no person has any contractual or other right or obligation to purchase or otherwise acquire any of the Original Shares. Stockholder has full voting power with respect to the Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all Shares. (b) Stockholder does not beneficially own any shares of Company Common Stock other than (i) the Original Shares 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) Subject to the effectiveness of the Amendment (as hereinafter defined), Stockholder has full entity power corporate power, authority and authority legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below)). Subject to the effectiveness of the Amendment, this This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally or principles terms subject to limitations on the enforcement of equityequitable remedies. (dc) Subject to the effectiveness of the Amendment, none None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder 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, agreement or instrument or Law applicable to Stockholder or to Stockholder’s property or assets. (ed) Subject to the effectiveness of the Amendment, no No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If . (e) Stockholder is an individual, no consent has had the opportunity to review the Merger Agreement and this Agreement with counsel of Stockholder’s spouse own choosing. Stockholder understands and acknowledges that Parent, the Company and the Merger Sub are entering into the Merger Agreement in reliance upon Stockholder’s execution, delivery and performance of this Agreement. (f) With respect Stockholder, as of the date hereof, there is necessary under no suit, claim, action, proceeding, litigation, hearing, writ, injunction, notice of violation, investigation, arbitration, mediation, audit, dispute or demand letter pending against, or, to the knowledge of Stockholder, threatened against Stockholder or any “community property” of Stockholder’s properties or other laws in order for assets (including the Shares) that would reasonably be expected to prevent or materially delay or materially impair the consummation by Stockholder of the transactions contemplated by this Agreement or otherwise materially adversely impact Stockholder’s ability to enter into and perform its obligations under this Agreementhereunder. (g) No broker, finder, financial advisor, investment banker or other person is entitled to any brokerage, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Stockholder.

Representations of Stockholder. Each Stockholder individually hereby represents and warrants to BK Parent that: (a) (i) such Stockholder owns beneficially (as such term is defined in Rule 13d-3 under understands that the Exchange Act) all issuance of the Original Shares free Parent Common Stock and clear a promissory note to Stockholder pursuant to the Merger will be on the basis that the issuance thereof is exempt from registration pursuant to Section 4(2) of all Liensthe Securities Act of 1933, as amended (the "Securities Act"), and (ii) except pursuant hereto and the Existing Voting Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder that Parent's reliance upon such exemption 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.predicated upon such Stockholder's representations; (b) such Stockholder does understands that the securities to be issued to Stockholder pursuant to the Merger have not beneficially own any shares of Company Common Stock other than (i) been registered under the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Common Stock Securities Act or any security exercisable for applicable state securities law and must be held indefinitely unless subsequently registered under the Securities Act and all applicable state securities laws or convertible into shares of Company Common Stock, set forth on the signature page of this Agreement (collectively, “Options”).an exemption from such registration is available; (c) Subject the securities to be issued to such Stockholder pursuant to the effectiveness Merger will be acquired by such Stockholder for investment for such Stockholder's own account and not as a nominee or agent, and not with a view to the sale or distribution thereof in a manner that would violate the Securities Act; (d) such Stockholder (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of such Stockholder's prospective investment in securities of Parent; (ii) has received all of the Amendment information Stockholder has requested from Parent or Company that Stockholder considers necessary or appropriate for deciding whether to accept the securities of Parent; (as hereinafter defined), iii) has the ability to bear the economic risks of the Stockholder's prospective investment; and (iv) is able to hold the securities of Parent for an indefinite period of time and to suffer complete loss of Stockholder's investment; (e) such Stockholder understands that each certificate representing the Promissory Note or shares of Parent Common Stock issued to such Stockholder pursuant to the Merger shall contain a legend to the effect that such securities have not been registered under the Securities Act or any state securities laws and such securities may not be sold or transferred in the absence of registration under the Securities Act and all applicable state securities laws or an applicable exemption therefrom; and (f) such Stockholder has full entity power and authority to make, enter intointo and carry out the terms of this Agreement, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below). Subject to the effectiveness of the Amendment, this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally or principles of equity. (d) Subject to the effectiveness of the Amendment, none of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder 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 Stockholder or to Stockholder’s property or assets. (e) Subject to the effectiveness of the Amendment, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder is an individual, no consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement.

Representations of Stockholder. Stockholder represents and warrants to BK the Company that: (a) As of the date hereof, (i) Stockholder 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, other than restrictions on transfer imposed by applicable securities Laws, and (ii) except pursuant hereto and as to the Existing Voting Agreementcontemplated exchange of some or all of the Original Shares with the Company for shares of preferred stock of the Company (the “Exchange”), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares with respect to or otherwise affecting the matters covered herein and there are no voting trusts or voting agreements with respect to the Original SharesShares with respect to or otherwise affecting the matters covered herein. (b) As of the date hereof, Stockholder does not beneficially own any shares of Company Common Stock other than (i) the Original Shares 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, Stock other than the Original Shares as set forth on the signature page of this Agreement (collectively, “Options”)and warrants exercisable for Company Common Stock. (c) Subject to the effectiveness of the Amendment (as hereinafter defined), Stockholder has full entity power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below)hereunder. Subject to the effectiveness of the Amendment, this This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws now or hereafter in effect relating to, or affecting generally, the enforcement of creditors’ ' and other obligees' rights, (b) where the remedy of specific performance or other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court before which the proceeding may be brought, and (c) where rights generally or principles of equityto indemnity and contribution thereunder may be limited by applicable Law and public policy. (d) Subject to the effectiveness of the Amendment, none None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict with or result in a material 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 Stockholder or to Stockholder’s property or assets. (e) Subject to the effectiveness of the Amendment, no No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder , other than any such consents, approvals, authorizations, designations, declarations and filings that have already been obtained or made or filings required under the Exchange Act. (f) As of the date hereof, there is an individualno action, suit, or proceeding (whether judicial, arbitral, administrative, or other), or to the knowledge of Stockholder, investigation, pending against, or, to the knowledge of Stockholder, no consent such action, suit, proceeding or investigation threatened against or affecting, Stockholder that would reasonably be expected to materially impair or materially adversely affect the ability of Stockholder to perform Stockholder’s spouse is necessary under any “community property” obligations hereunder or other laws in order for Stockholder to enter into and perform its obligations under consummate the transactions contemplated by this AgreementAgreement on a timely basis.

Representations of Stockholder. Stockholder represents and warrants to BK thatthat such Stockholder: (a) is the beneficial owner of that number of shares of Company Common Stock set forth opposite such Stockholder's name on Exhibit A (isuch Stockholder's "SHARES"); (b) Stockholder owns except as may be denoted in Exhibit A, does not beneficially own (as such term is defined in Rule 13d-3 under the Securities Exchange ActAct of 1934, as amended (the "1934 ACT")) all or own of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto and the Existing Voting Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder 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) Stockholder does not beneficially own record any shares of Company Common Stock other than (i) the Original Shares and (ii) such Stockholder's Shares, but excluding any options, warrants or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into shares which such Stockholder has the right to obtain upon the exercise of Company Common Stock, set forth stock options outstanding on the signature page of this Agreement (collectively, “Options”).date hereof; and (c) Subject to has the effectiveness of the Amendment (as hereinafter defined)right, Stockholder has full entity power and authority to enter into, execute and deliver this Agreement and the Proxy (as hereinafter defined) and to perform fully such Stockholder’s 's obligations hereunder (including the proxy described in Section 3(b) below). Subject to the effectiveness of the Amendment, under this Agreement and the Proxy, and this Agreement and the Proxy has been duly and validly executed and delivered by such Stockholder and constitutes the legal, a valid and legally binding obligation agreement of such Stockholder, enforceable against Stockholder in accordance with its terms; and such execution, except as delivery and performance by such enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally or principles of equity. (d) Subject to the effectiveness of the Amendment, none of the execution and delivery Stockholder of this Agreement by Stockholderand the Proxy will not (i) conflict with, the consummation by Stockholder of the transactions contemplated hereby require a consent, waiver or compliance by Stockholder with any of the provisions hereof will conflict with approval under, or result in a breachbreach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or constitute a default (with any rule or without notice of lapse of time or both) under any provision ofregulation, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder’s property or assets. (e) Subject to the effectiveness any of the Amendment, no consent, approval properties or authorization assets of Stockholder; or (iii) result in the creation of, or designation, declaration or filing withimpose any obligation on such Stockholder to create, any Governmental Entity Lien (as defined in the Merger Agreement), charge or other Person on encumbrance of any nature whatsoever upon the part Shares, other than in favor of Stockholder Parent. The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date that the Merger is required consummated or this Agreement is terminated in connection accordance with the valid execution and delivery of this Agreement. If Stockholder is an individual, no consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreementterms.

Representations of Stockholder. Stockholder represents and warrants to BK Investor that: (a) As of the date hereof, (i) Stockholder 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, other than restrictions on transfer imposed by applicable securities Laws or other agreements between Stockholder and the Company, and (ii) except pursuant hereto hereto, pursuant to that certain letter agreement with the Company, dated July 8, 2019, or the Put/Call Option and Consent Agreement with the Existing Voting AgreementCompany, dated as of the date hereof, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares with respect to or otherwise affecting the matters covered herein and there are no voting trusts or voting agreements with respect to the Original SharesShares with respect to or otherwise affecting the matters covered herein. (b) As of the date hereof, Stockholder does not beneficially own any shares of Company Common Stock other than (i) the Original Shares 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, Stock other than the Original Shares as set forth on the signature page of this Agreement (collectively, “Options”)Agreement. (c) Subject to the effectiveness of the Amendment (as hereinafter defined), Stockholder has full entity power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below)hereunder. Subject to the effectiveness of the Amendment, this This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws now or hereafter in effect relating to, or affecting generally, the enforcement of creditors’ and other obligees’ rights, (b) where the remedy of specific performance or other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court before which the proceeding may be brought, and (c) where rights generally or principles of equityto indemnity and contribution thereunder may be limited by applicable Law and public policy. (d) Subject to the effectiveness of the Amendment, none None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will conflict with or result in a material 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 Stockholder or to Stockholder’s property or assets. (e) Subject to the effectiveness of the Amendment, no No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder , other than any such consents, approvals, authorizations, designations, declarations and filings that have already been obtained or made or filings required under the Exchange Act. (f) As of the date hereof, there is an individualno action, suit, or proceeding (whether judicial, arbitral, administrative, or other), or to the knowledge of Stockholder, investigation, pending against, or, to the knowledge of Stockholder, no consent such action, suit, proceeding or investigation threatened against or affecting, Stockholder that would reasonably be expected to materially impair or materially adversely affect the ability of Stockholder to perform Stockholder’s spouse is necessary under any “community property” obligations hereunder or other laws in order for Stockholder to enter into and perform its obligations under consummate the transactions contemplated by this AgreementAgreement on a timely basis.

Representations of Stockholder. Each Stockholder hereby represents and warrants warrants, only with respect to BK thatitself, the following: (a) (i) Such Stockholder owns owns, beneficially (as such term is defined in Rule 13d-3 under or of record, the Exchange Act) all of the Original Shares set forth on its signature page below, free and clear any liens, encumbrances, claims, pledges, impositions or defects in title. (b) Such Stockholder has the right to vote the number of Shares set forth below to its signature below. (c) Such Stockholder has full power and authority to enter into and preform all Liensof such Stockholder’s obligations under this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, upon its execution and delivery by the Company, will constitute a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors rights generally, and the availability of injunctive relief and other equitable remedies. (iid) except pursuant hereto and Such Stockholder does not own, beneficially or of record, any equity or other ownership interest of the Existing Voting Agreement, there Company other than the Shares. (e) There are no options, warrants warrants, voting, proxy, power of attorney or other rights, agreements, arrangements or commitments of any character to which such Stockholder 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. (bf) Stockholder does not beneficially own any shares of Company Common Stock other than (i) the Original Shares 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) Subject to the effectiveness of the Amendment (as hereinafter defined), Stockholder has full entity power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below). Subject to the effectiveness of the Amendment, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally or principles of equity. (d) Subject to the effectiveness of the Amendment, none of the The execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof will not (i) 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 contract or other agreement, instrument agreement or Law applicable obligation to which such Stockholder or to such Stockholder’s property properties or assets. assets may be bound; or (eii) Subject violate any order, writ injunction, decree, judgment, order, law, statute, rule or regulation applicable to the effectiveness such Stockholder or any of the Amendment, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder is an individual, no consent of such Stockholder’s spouse is necessary under any “community property” assets or other laws in order for Stockholder to enter into and perform its obligations under this Agreementproperties.

Representations of Stockholder. Stockholder represents and warrants to BK Parent and the Company that, as of the date hereof and as of the Effective Time: (a) (i) Stockholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares set forth on Exhibit A, and (B) will own beneficially any additional Shares acquired after the date of this Agreement, in each instance, free and clear of all LiensLiens other than customary margin pledges existing in the ordinary brokerage accounts which the Original Shares are held (all of which, for the avoidance of doubt, will be released at Closing) and (ii) except pursuant hereto and the Existing Voting Agreementhereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition disposition, Transfer (as hereinafter defined) or voting of any of the Original Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to such Original Shares that give any person other than the undersigned the right to vote the Original Shares, and (B) from and after the date hereof, will not grant any options, warrants or other rights, or enter into agreements, arrangements or commitments of any character to which Stockholder will be a party relating to the pledge, disposition, Transfer or voting of any additional Shares which may be acquired after the date of this Agreement, and will not enter into or grant any voting trusts or voting agreements with respect to such additional Shares. (b) b. Stockholder does not beneficially own any shares of Company Common Stock or Rights to purchase or otherwise acquire shares of Company Common Stock other than (i) the Original Shares set forth on Exhibit A and (ii) any Rights, including any options, warrants or other securities, interests or rights to acquire any additional shares of Company Common Stock or any security exchangeable or exercisable for or convertible into shares of Company Common Stock, in each instance, set forth on the signature page of this Agreement (collectively, “Options”). (c) Subject to the effectiveness of the Amendment (as hereinafter defined), c. Stockholder has the full legal capacity or requisite entity power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below2(b)). Subject to the effectiveness of the Amendment, this This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors’ rights generally rights, or by principles governing the availability of equitable remedies, whether considered in a proceeding at law or in equity). (d) Subject to the effectiveness of the Amendment, none d. None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder 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 Contract, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder’s property or assets. (e) Subject to the effectiveness of the Amendment, no e. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder . f. There is an individualno litigation pending against or, no consent to the knowledge of Stockholder, threatened against or affecting, Stockholder or the Shares at law or in equity that could reasonably be expected to impair or adversely affect the ability of Stockholder's obligations hereunder. g. Stockholder understands and acknowledges that Parent and the Company are entering into the Merger Agreement in reliance upon Stockholder’s spouse is necessary under any “community property” or other laws in order for execution and delivery of this Agreement and the representations and warranties of Stockholder to enter into and perform its obligations under this Agreementcontained herein.

Representations of Stockholder. Stockholder represents and warrants to BK that: (a) such Stockholder is or may become the beneficial owner of the number of shares of Common Stock set forth opposite such Stockholder's name on Exhibit A (isuch Stockholder's "Shares"); (b) except as may be denoted in Exhibit A, as of the date hereof such Stockholder owns does not beneficially own (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "1934 Act")) all or own of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto and the Existing Voting Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder 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) Stockholder does not beneficially own record any shares of Company Common Stock other than (i) the Original Shares and (ii) such Stockholder's Shares, but excluding any options, warrants or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into shares which such Stockholder has the right to obtain upon the exercise of Company Common Stock, set forth stock options outstanding on the signature page of this Agreement (collectively, “Options”).date hereof; (c) Subject to the effectiveness of the Amendment (as hereinafter defined), such Stockholder has full entity the right, power and authority to enter into, execute and deliver this Agreement and to perform fully such Stockholder’s 's obligations hereunder (including the proxy described in Section 3(b) below). Subject to the effectiveness of the Amendmentunder this Agreement, and this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the legal, a valid and legally binding obligation agreement of such Stockholder, enforceable against Stockholder in accordance with its terms; and such execution, except delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any Lien (as such enforceability may be limited by bankruptcydefined in the Merger Agreement), insolvencycharge or other encumbrance of any nature whatsoever upon the Shares, moratorium or creditors’ rights generally or principles other than in favor of equity.Parent; and (d) Subject to the effectiveness there are no named beneficiaries of the Amendment, none Xxxxxxx Family Foundation. The representations and warranties contained herein shall be made as of the execution date hereof and delivery as of each date from the date hereof through and including the date that the Merger is consummated or this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder is terminated in accordance 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 Stockholder or to Stockholder’s property or assetsits terms. (e) Subject to the effectiveness of the Amendment, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder is an individual, no consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement.