Common use of Representations of the Shareholder Clause in Contracts

Representations of the Shareholder. The Shareholder represents and warrants as follows: (a) such Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and legally binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such Shareholder or the performance of such Shareholder’s obligations hereunder; (c) the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable); (d) such Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. The Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of such Shareholder’s obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Representations of the Shareholder. The Shareholder represents and warrants as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such the Shareholder’s obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such the Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicableany); (d) such the Shareholder beneficially owns and has the sole power to vote or direct the voting of the Shares, including all of such the Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such the Shareholder and its affiliates over which the Shareholder, directly or indirectly, has sole voting and represent the number of shares and voting power indicated on Schedule A heretodispositive authority; (e) such the Shareholder beneficially owns the Shareholder’s Existing Shares as set forth on Schedule A hereto free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such the Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if any); and (f) such the Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. The Shareholder agrees that such the Shareholder shall not take any action that would make any representation or warranty of such the Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such the Shareholder of such the Shareholder’s obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Representations of the Shareholder. The Shareholder represents and warrants to Parent as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its termsterms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity), and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such Shareholder’s his or her obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law applicable to the Shareholder or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such except for any of the foregoing as would not interfere with Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicableability to perform Shareholder’s obligations hereunder); (d) such the Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such the Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such and except for any of the foregoing as would not interfere with Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commissionability to perform Shareholder’s obligations hereunder); and (f) such the Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and thereinAgreement. The Shareholder agrees that such the Shareholder shall not take any action that would make any representation or warranty of such the Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such the Shareholder of such Shareholder’s his or her obligations under this Agreement; provided that nothing . The Shareholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as are necessary or reasonably requested by Parent to confirm and assure the rights and obligations set forth in this sentence will prohibit any Permitted TransferAgreement. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended.

Representations of the Shareholder. The Each Shareholder represents and warrants to Parent as follows: (a) such Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and legally binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such Shareholder or the performance of such Shareholder’s his or her obligations hereunder; (c) the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law Law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to or require any consent of such Shareholder’s Schedule 13D spouse that are necessary under any “community property” or 13G filed with the Securities and Exchange Commission, if applicable)other laws; (d) such Shareholder beneficially owns owns, has good and marketable title to, and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Company Common Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto(the “Existing Shares”); and (e) such Shareholder beneficially owns the his or her Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on laws) that would prevent such Shareholder’s Schedule 13D performance of its his or 13G filed with the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. The Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of such Shareholder’s her obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended.

Representations of the Shareholder. The Shareholder represents ---------------------------------- and warrants as follows: to the Company that (a) it owns beneficially (as such Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and legally binding agreement of such Shareholder, enforceable against such Shareholder term is defined in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such Shareholder or the performance of such Shareholder’s obligations hereunder; (c) the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable); (d) such Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. The Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of such Shareholder’s obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”")) 9,668,000 Shares free and clear of all liens, claims, charges, security interests or other encumbrances (each, a "Lien") and, except for this Agreement and the warrants to purchase Shares (the "Warrants") issued pursuant to the Warrant Agreement, dated as of May 30, 1995, among the Company and the Shareholder (the "Warrant Agreement"), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge or disposition of any shares of capital stock of the Company and, except for the Standstill Agreement and this Agreement, there are no voting trusts or voting agreements to which the Shareholder is a party with respect to any shares of capital stock of the Company; (b) the Shareholder does not beneficially own any shares of capital stock of the Company other than the Shareholder Shares and the Warrants and, except for the Warrants, does not have any options, warrants or other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into shares of capital stock of the Company; (c) the Shareholder has full power and authority to enter into, execute and deliver this Agreement and to perform fully its obligations under this Agreement; and (d) this Agreement has been duly executed and delivered by each of the Shareholder and Rust, constitutes the legal, valid and binding obligation of the Shareholder and Rust and is enforceable against each of them in accordance with its terms. The foregoing representations shall survive consummation of the Merger Transactions and the other transactions contemplated by this Agreement.

Representations of the Shareholder. The Shareholder represents and warrants as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such the Shareholder’s obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable)Entity; (d) such the Shareholder beneficially owns and has the sole power to vote or direct the voting of the Shares, including all of such the Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such the Shareholder and its affiliates over which the Shareholder, directly or indirectly, has sole voting and represent the number of shares and voting power indicated on Schedule A heretodispositive authority; (e) such the Shareholder beneficially owns the Shareholder’s Existing Shares as set forth on Schedule A hereto free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commissionlaws); and (f) such the Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. The Shareholder agrees that such the Shareholder shall not take any action that would make any representation or warranty of such the Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such the Shareholder of such the Shareholder’s obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Representations of the Shareholder. The Shareholder represents and warrants as follows: to Acquiror that Shareholder: (a) such Shareholder has full legal rightis the beneficial owner of that number of Target Common Shares set forth on Exhibit A (collectively, capacity and authority to execute and deliver this Agreement, to perform such the "Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and legally binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms's Shares"), and no other action is necessary to authorize the execution and delivery of this Agreement by such Shareholder person owns, directly or the performance of such Shareholder’s obligations hereunder; (c) the execution and delivery of this Agreement by such Shareholder does notindirectly, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result interest in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon Shareholder's Shares; (b) does not beneficially own (as such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable); (d) such Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and term is defined in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. The Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of such Shareholder’s obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) or own of record any Target Common Shares other than the Shareholder's Shares, but excluding any Target Common Shares which Shareholder has the right to obtain upon the exercise of stock options outstanding on the date hereof; (c) has the right, power and authority to execute and deliver this Agreement and to perform Shareholder's obligations under this Agreement, and this Agreement has been duly executed and delivered by Shareholder and constitutes a valid and legally binding agreement of Shareholder, enforceable in accordance with its terms; and such execution, delivery and performance by Shareholder 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, agreement, understanding, commitment or other obligation (written or oral) to which Shareholder is a party or by which Shareholder is bound; (ii) violate any order, judgment, writ, injunction, decree or statute, or any rule or regulation, applicable to Shareholder or any of the properties or assets of Shareholder (including without limitation any provision of the Ohio General Corporation Law applicable to a business combination, control share acquisition or similar transaction); or (iii) result in the creation of, or impose any obligation on Shareholder to create, any lien, charge or other encumbrance of any nature whatsoever upon the Shareholder's Shares, other than in favor of Acquiror or its affiliates; and (d) Shareholder has not granted any proxy to any person to vote the Shareholder's Shares. 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 consummated or this Agreement is terminated in accordance with its terms.

Representations of the Shareholder. The Shareholder represents and warrants to Buyer as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; , (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such Shareholder’s his or her obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law Laws or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange CommissionEntity, if applicable); (d) such Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all hereof, the Shareholder beneficially owns (as such term is used in Rule 13d-3 of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent Exchange Act) the number of shares and voting power indicated on Schedule A hereto; Existing Shares, (e) such as of the date hereof, the Shareholder beneficially owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or Agreement, under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms pursuant to any written policies of the Merger Agreement Company with respect to the trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations or as disclosed in the other agreements and documents contemplated herein and therein. The Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of such Shareholder’s obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”2017 Proxy Statement).

Representations of the Shareholder. The Shareholder represents and warrants to the Company as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such Shareholder’s his or her obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the SharesShares (including under the articles of incorporation and bylaws of Parent), nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable)Entity; (d) such the Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such the Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commissionlaws); and (f) such the Shareholder has read and is familiar with the terms of the Merger Agreement Agreement; and (g) as of the other agreements date hereof, the Shareholder is the record or beneficial owner of, and documents contemplated herein and thereinhas the power to vote or direct the voting of, the Shares identified on the signature page hereto. The Shareholder agrees that such the Shareholder shall not take any action that would make any representation or warranty of such the Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such the Shareholder of such Shareholder’s his or her obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used The Shareholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as are necessary or reasonably requested by the Company to confirm and assure the rights and obligations set forth in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Representations of the Shareholder. The Shareholder represents and warrants as follows: to the Parent that: (a) As of the date hereof, such Shareholder owns of record and beneficially (as such term is defined in Rule 13d-3 of the Exchange Act) and has good, valid and marketable title to, free and clear of any Lien, proxy, voting restriction, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than pursuant to this Agreement, and has the sole power to vote and full right, power and authority to sell, transfer and deliver, the number of Shares as set forth opposite such Shareholder’s name on Exhibit A hereto and, except for this Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or voting of any share capital of the Company and there are no voting trusts or voting agreements with respect to such Shares. (b) As of the date hereof, such Shareholder does not beneficially own any Shares other than the Shares set forth on Exhibit A and does not have any options, warrants or other rights to acquire any additional share capital of the Company or any security exercisable for or convertible or exchangeable into share capital of the Company. (c) The Shareholder has full legal right, capacity power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement, Agreement and to perform such fully the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; hereunder. (bd) this This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a the legal, valid and legally binding agreement obligation of such Shareholder, Shareholder enforceable against such Shareholder in accordance with its terms. (e) Other than filings under the Exchange Act and other than such as, and if not made, obtained or given, would not reasonably be expected to prevent or materially delay the performance by such Shareholder of any of its obligations under this Agreement, no notices, reports or other action is necessary filings are required to authorize be made by such Shareholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Shareholder from, any Governmental Entity or any other Person or entity, in connection with the execution and delivery of this Agreement by such Shareholder or the Shareholder. (f) The execution, delivery and performance of such Shareholder’s obligations hereunder; (c) the execution and delivery of this Agreement by such Shareholder does not, and the consummation by such Shareholder of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any a violation or breach of or violation of, or constitute a default (with or an event that with without due notice or lapse of time or both would become both) a default) under, default (or give rise to others any rights right of termination, amendmentcancellation, acceleration modification or cancellation ofacceleration) (whether after the giving of or the passage of time of both) under any contract, agreement, arrangement or commitment to which such Shareholder is a party or which is binding on it, him or her or its, his or her assets and will not result in the creation of a any Lien on any of the Shares pursuant to, any agreement assets or other instrument or obligation binding upon properties of such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable); (d) such Shareholder beneficially owns and has the power to vote or direct the voting of the Shares), including all of except for such Shareholder’s Existing Shares violations, breaches, defaults, terminations, cancellations, modifications, accelerations or Liens as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim would not reasonably be expected to prevent or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. The Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting materially delay the performance by such Shareholder of such Shareholder’s any of its obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Representations of the Shareholder. The Shareholder represents and warrants to Purchaser and Purchaser Bank as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by Purchaser and Purchaser Bank, constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such Shareholder’s his or her obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the SharesExisting Shares (including under the articles of incorporation and bylaws of CMYF), nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable)Entity; (d) such as of the date hereof, the Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) and has the power to vote or direct the voting of the Existing Shares, including all and the number of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of this Agreement is identified on the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A signature page hereto; (e) such as of the date hereof, the Shareholder beneficially owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commissionlaws); and (f) such the Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and thereinAgreement. The Shareholder agrees that such the Shareholder shall not take any action that would make any representation or warranty of such the Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such the Shareholder of such Shareholder’s his or her obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used The Shareholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as are necessary or reasonably requested by Purchaser or Purchaser Bank to confirm and assure the rights and obligations set forth in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Representations of the Shareholder. The Shareholder represents and warrants to DCB as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by DCB, constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such Shareholder’s its obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed except for, filings with the Securities SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, including, without limitation, any filing required under Section 13 or Section 16 under the Exchange Commission, if applicable)Act; (d) the Shareholder will beneficially own (as such Shareholder beneficially owns term is used in Rule 13d-3 of the Exchange Act) and has will have the sole power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such the Shareholder beneficially owns will own the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien lien (other than any restrictions created or permitted by this Agreement or Agreement, under applicable federal or state securities laws or disclosed on such laws, under the Shareholder’s Schedule 13D organizational documents or 13G filed with customary liens pursuant to the Securities and Exchange Commissionterms of any custody or similar agreement applicable to Shares held in brokerage accounts); and (f) such the Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and thereinAgreement. The Shareholder agrees that such the Shareholder shall not take any action that would make any representation or warranty of such the Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such the Shareholder of such Shareholder’s its obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used The Shareholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as are necessary or reasonably requested by DCB to confirm and assure the rights and obligations set forth in this Agreement, . The Shareholder understands and acknowledges that DCB entered into the Side Letter in reliance upon the Shareholder executing and delivering this Agreement by such Shareholder and the representations and warranties of such Shareholder contained herein. Such Shareholder understands and acknowledges that the Merger Agreement governs the terms “beneficial owner,” “beneficially own” of the Merger and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)other transactions contemplated thereby.

Representations of the Shareholder. The Shareholder represents and warrants to Buyer as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; , (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such Shareholder’s his or her obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law Laws or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange CommissionEntity, if applicable); (d) such Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all hereof, the Shareholder beneficially owns (as such term is used in Rule 13d-3 of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent Exchange Act) the number of shares and voting power indicated on Schedule A hereto; Existing Shares, (e) such as of the date hereof, the Shareholder beneficially owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or Agreement, under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms pursuant to any written policies of the Merger Agreement Company with respect to the trading of securities in connection with inxxxxx xxxxxxx xestrictions, applicable securities laws and similar considerations or as disclosed in the other agreements and documents contemplated herein and therein. The Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of such Shareholder’s obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”2017 Proxy Statement).

Representations of the Shareholder. The Shareholder represents and warrants to Parent as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such Shareholder’s his or her obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable)Entity; (d) such the Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such the Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commissionlaws); and (f) such the Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and thereinAgreement. The Shareholder agrees that such the Shareholder shall not take any action that would make any representation or warranty of such the Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such the Shareholder of such Shareholder’s his or her obligations under this Agreement; provided that nothing . The Shareholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as are necessary or reasonably requested by Parent to confirm and assure the rights and obligations set forth in this sentence will prohibit any Permitted TransferAgreement. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Representations of the Shareholder. The Shareholder represents and warrants to Purchaser as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such Shareholder’s his or her obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law Laws or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable)Entity; (d) such Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all hereof, the Shareholder beneficially owns (as such term is used in Rule 13d-3 of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent Exchange Act) the number of shares and voting power indicated on Schedule A heretoExisting Shares; (e) as of the date hereof, the Shareholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) any (i) Company Common Stock other than the Existing Shares or (ii) any options, warrants, or other rights to acquire any additional Company Common Stock; (f) as of the date hereof, the Shareholder beneficially owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or Agreement, under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed pursuant to any written policies of the Company with respect to the Securities trading of securities in connection with xxxxxxx xxxxxxx restrictions, applicable securities laws and Exchange Commissionsimilar considerations); and (fg) such there is no action, suit, investigation, or proceeding (whether judicial, arbitral, administrative, or other pending against, or, to the knowledge of Shareholder, threatened against or affecting Shareholder has read and is familiar with that could reasonably be expected to materially impair or materially adversely affect the terms ability of the Merger Agreement and the other agreements and documents contemplated herein and therein. The Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of such to perform Shareholder’s obligations under hereunder or to consummate the transactions contemplated by this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)Agreement on a timely basis.

Representations of the Shareholder. The Shareholder represents and warrants to Purchaser and Purchaser Bank as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by Purchaser and Purchaser Bank, constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such Shareholder’s his or her obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the SharesShares (including under the articles of incorporation and bylaws of IIBK), nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable)Entity; (d) such the Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) and has the power to vote or direct the voting of the Shares, including all and the number of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of this Agreement is identified on the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A signature page hereto; (e) such the Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commissionlaws); and (f) such the Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and thereinAgreement. The Shareholder agrees that such the Shareholder shall not take any action that would make any representation or warranty of such the Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such the Shareholder of such Shareholder’s his or her obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used The Shareholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as are necessary or reasonably requested by Purchaser or Purchaser Bank to confirm and assure the rights and obligations set forth in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Representations of the Shareholder. The Shareholder represents and warrants to Parent as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such Shareholder’s his or her obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the SharesShares (including under the articles of incorporation and bylaws of the Company), nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable)Entity; (d) such the Shareholder beneficially owns (as such term is used in Rule 13d‑3 of the Exchange Act) and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such the Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commissionlaws); and (f) such the Shareholder has read and is familiar with the terms of the Merger Agreement Agreement; and (g) as of the other agreements date hereof, the Shareholder is the record or beneficial owner of, and documents contemplated herein and thereinhas the power to vote or direct the voting of, the Shares identified on the signature page hereto. The Shareholder agrees that such the Shareholder shall not take any action that would make any representation or warranty of such the Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such the Shareholder of such Shareholder’s his or her obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used The Shareholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as are necessary or reasonably requested by Parent to confirm and assure the rights and obligations set forth in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Representations of the Shareholder. The Shareholder represents and warrants as follows: to Acquiror that: (a) such Shareholder has full legal rightis the beneficial owner of that number of Target Common Shares set forth on Exhibit A (collectively, capacity and authority to execute and deliver this Agreement, to perform such the "Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and legally binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms's Shares"), and no other action is necessary to authorize person owns, directly or indirectly, any interest in the execution and delivery of this Agreement by such Shareholder or the performance of such Shareholder’s obligations hereunder; 's Shares; (cb) the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result not beneficially own (as such term is defined in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable); (d) such Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. The Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of such Shareholder’s obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) or own of record any Target Common Shares other than the Shareholder's Shares, but excluding any Target Common Shares which Shareholder has the right to obtain upon the exercise of stock options outstanding on the date hereof; (c) Stevxx X. Xxxxx xx, and at all times relevant hereto has been, the duly appointed, qualified and acting Trustee of the E. Len Xxxxxx Xxxocable Trust Agreement dated June 7, 1995 (the "Trust"), a trust established under the laws of Ohio, and as such is authorized to execute and deliver this Voting Agreement on behalf of the Trust; the Trust has never been amended; and the agreement governing the Trust is in full force and effect on the date hereof; (d) Shareholder has the right, power and authority to execute and deliver this Agreement and to perform Shareholder's obligations under this Agreement, and this Agreement has been duly executed and delivered by Shareholder and constitutes a valid and legally binding agreement of Shareholder, enforceable in accordance with its terms; and such execution, delivery and performance by Shareholder 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, agreement, understanding, commitment or other obligation (written or oral) to which Shareholder is a party or by which Shareholder is bound; (ii) violate any order, judgment, writ, injunction, decree or statute, or any rule or regulation, applicable to Shareholder or any of the properties or assets of Shareholder (including without limitation any provision of the Ohio General Corporation Law applicable to a business combination, control share acquisition or similar transaction); or (iii) result in the creation of, or impose any obligation on Shareholder to create, any lien, charge or other encumbrance of any nature whatsoever upon the Shareholder's Shares, other than in favor of Acquiror or its affiliates; and (e) Shareholder has not granted any proxy to any person to vote the Shareholder's Shares. 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 consummated or this Agreement is terminated in accordance with its terms.

Representations of the Shareholder. The Shareholder represents and warrants to Buyer as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; , (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such Shareholder’s his or her obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law Laws or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange CommissionEntity, if applicable); (d) such Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all hereof, the Shareholder beneficially owns (as such term is used in Rule 13d-3 of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent Exchange Act) the number of shares and voting power indicated on Schedule A hereto; Existing Shares, (e) such as of the date hereof, the Shareholder beneficially owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or Agreement, under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms pursuant to any written policies of the Merger Agreement Company with respect to the trading of securities in connection with ixxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations or as disclosed in the other agreements and documents contemplated herein and therein. The Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of such Shareholder’s obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”2017 Proxy Statement).

Representations of the Shareholder. The Shareholder represents and warrants to Parent as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such Shareholder’s his or her obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable)Entity; (d) such the Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such the Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commissionlaws); and (f) such the Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and thereinAgreement. The Shareholder agrees that such the Shareholder shall not take any action that would make any representation or warranty of such the Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such the Shareholder of such Shareholder’s his or her obligations under this Agreement; provided that nothing . The Shareholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as are necessary or reasonably requested by Parent to confirm and assure the rights and obligations set forth in this sentence will prohibit any Permitted TransferAgreement. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended.

Representations of the Shareholder. The Shareholder represents and warrants to CastlePoint that: the Shareholder lawfully owns beneficially (as follows: (a) such Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and legally binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, and no other action term is necessary to authorize the execution and delivery of this Agreement by such Shareholder or the performance of such Shareholder’s obligations hereunder; (c) the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable); (d) such Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. The Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of such Shareholder’s obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or of record: (i) the shares of common stock, par value $0.01 per share (the “Tower Common Stock”), of Tower set forth opposite the Shareholder’s name on Exhibit A hereto (the Shareholder’s “Tower Common Shares”), and (ii) the options, warrants or other rights exercisable for or convertible into Tower Common Stock set forth opposite the Shareholder’s name on Exhibit A hereto (the Shareholder’s “Tower Options” and, together with the Shareholder’s Tower Common Shares, the Shareholder’s “Tower Shares”), in each case free and clear of all encumbrances and, except for this Agreement and the Agreement and Plan of Merger, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or Voting (as defined in Section 2 hereof) of any shares of capital stock of Tower and there are no Voting trusts or Voting agreements with respect to such Tower Shares, the Shareholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) any Tower Common Stock other than such Tower Common Shares, and does not have any options, warrants or other rights to acquire any additional shares of capital stock of Tower or any security exercisable for or convertible into shares of capital stock of Tower, other than such Tower Options, the Shareholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder, this Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms, other than filings under the Exchange Act, no notices, reports or other filings are required to be made by the Shareholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Shareholder from, any Governmental Entity, in connection with the execution and delivery of this Agreement by the Shareholder, and the execution, delivery and performance of this Agreement by the Shareholder does not, and the consummation by the Shareholder of the transactions contemplated hereby will not (whether after the giving of notice or the passage of time or both), result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, modification or acceleration under any contract, agreement, arrangement or commitment to which the Shareholder is a party or which is binding on him or his assets and will not result in the creation of any encumbrance on, or security interest in, any of the assets or properties of the Shareholder.

Representations of the Shareholder. The Shareholder represents that: a. it has the sole voting and warrants as follows: (a) such Shareholder has full legal rightthe sole dispositive power, capacity and authority the sole power to execute and deliver agree to the matters set forth herein with respect to the Shares set opposite its name on the signature page of this Agreement, and will continue to perform such Shareholder’s obligations hereunder have the sole power to vote and to consummate dispose of the transactions Shares set opposite its name on the signature page of this Agreement at the time of any vote contemplated hereby; (b) by this Agreement; b. this Agreement has been duly and validly executed and delivered by such the Shareholder and constitutes a legal, valid and legally binding agreement obligation of such the Shareholder, enforceable against such Shareholder in accordance with its terms, subject to laws of general application and no bankruptcy, insolvency and other action similar laws affecting creditors' rights generally and general principles of equity; c. it has the requisite corporate power and capacity to execute and deliver this Agreement and to perform its obligations hereunder and is necessary to authorize a corporation, it is a valid and subsisting corporation; d. neither the execution and delivery of this Agreement by such Shareholder or the performance of such Shareholder’s obligations hereunder; (c) the execution and delivery of this Agreement by such Shareholder does not, and the consummation by the Shareholder of the transactions contemplated hereby and nor the compliance by the Shareholder with any of the provisions hereof will not, conflict with or violate any law or will: i. result in any breach of or violation of, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under), or give rise to others any rights third party right of termination, amendmentcancellation, acceleration material modification, acceleration, purchase or cancellation ofright of first refusal, or result in the creation under any provision of a Lien on any of the Shares pursuant toconstating documents of the Shareholder or under any of the terms, conditions or provisions of any agreement note, loan agreement, bond, mortgage, indenture, contract, licence, agreement, lease, permit or other instrument or obligation binding upon such Shareholder to which it is a party or by which it or any of its properties or assets (including the Shares) may be bound, nor which breach or default could reasonably be expected to have an adverse effect on its ability to consummate the transactions contemplated by this Agreement; ii. require on the part of it any filing with (other than pursuant to the requirements of applicable securities laws), or permit, waiver, notification, authorization, exemption, registration, licence, consent or approval of, any governmental body or filing withany other person; or iii. violate or conflict with any judgement, order, notice, decree, statute, law, ordinance, rule or regulation applicable to it or any Governmental Entity (other than of its properties or assets; a. there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any governmental body, or, to its knowledge threatened against it or any of its properties that, individually or in the aggregate, could reasonably be expected to have an amendment adverse effect on its ability to such Shareholder’s Schedule 13D consummate the transactions contemplated by this Agreement. There is no order of any governmental body against it that could prevent, enjoin, alter or 13G filed with the Securities and Exchange Commission, if applicable); (d) such Shareholder beneficially owns and has the power to vote or direct the voting materially delay any of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created transactions contemplated by this Agreement Agreement, or under applicable federal or state securities laws or disclosed that could reasonably be expected to have an adverse effect on such Shareholder’s Schedule 13D or 13G filed with its ability to consummate the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents transactions contemplated herein and therein. The Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of such Shareholder’s obligations under this Agreement; provided and b. it has not previously granted or agreed to grant any power of attorney or attorney in fact, proxy or other right to vote in respect of the Securities or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to the Securities except those which are no longer of any force or effect or that nothing in this sentence will prohibit any Permitted Transfer. As used in could not reasonably be expected to have an adverse effect on its ability to consummate the transactions contemplated by this Agreement, . {999999999-00073954; 1 } c. it does not beneficially own any common shares in the terms “beneficial owner,” “capital of the Company other than the Shares; and d. it does not beneficially own” and “beneficial ownership” shall have own any securities convertible into common shares in the meaning set forth in Rule 13d-3 promulgated by capital of the Securities and Exchange Commission under Company other than the Securities Exchange Act of 1934, as amended (the “Exchange Act”)Convertible Securities.

Representations of the Shareholder. The Shareholder represents and warrants to Parent as follows: (a) such the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such the Shareholder and constitutes a valid and legally binding agreement of such the Shareholder, enforceable against such the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such the Shareholder or the performance of such Shareholder’s his or her obligations hereunder; (c) the execution and delivery of this Agreement by such the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such the Shareholder or the SharesShares (including under the articles of incorporation and bylaws of the Company), nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable)Entity; (d) such the Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such the Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commissionlaws); and (f) such the Shareholder has read and is familiar with the terms of the Merger Agreement Agreement; and (g) as of the other agreements date hereof, the Shareholder is the record or beneficial owner of, and documents contemplated herein and thereinhas the power to vote or direct the voting of, the Shares identified on the signature page hereto. The Shareholder agrees that such the Shareholder shall not take any action that would make any representation or warranty of such the Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such the Shareholder of such Shareholder’s his or her obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used The Shareholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as are necessary or reasonably requested by Parent to confirm and assure the rights and obligations set forth in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).