Common use of Representations of the Stockholders Clause in Contracts

Representations of the Stockholders. Each Stockholder, severally on its own behalf and not jointly with any other Stockholder, represents and warrants to Parent and the Company as follows: (a) the Stockholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and legally binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by the Stockholder or the performance of his, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do 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 such Stockholder 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 an Encumbrance on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Stockholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority other than pursuant to the Exchange Act, the Securities Act and, if applicable, the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Shares of such Stockholder, a complete and accurate schedule of which is set forth opposite such Stockholder’s name on Schedule A; (e) the Stockholder owns beneficially the Stockholder’s Shares, including the Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities Laws); and (f) the Stockholder or his, her or its advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein, and the Stockholder understands and acknowledges that the Company and Parent are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Representations of the Stockholders. Each Stockholder, severally on its own behalf and not jointly with any other Stockholder, Stockholder represents and warrants to Parent and the Company as follows: (a) the Stockholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and legally binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by the Stockholder or the performance of his, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do 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 applicable to such Stockholder 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 an Encumbrance on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Stockholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority other than pursuant to the Exchange Act, the Securities Act and, if applicable, and the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Shares of such Stockholder, a complete and accurate schedule of which is set forth opposite such Stockholder’s name on Schedule A; (e) the Stockholder owns beneficially the Stockholder’s Shares, including the Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities Lawslaws); and (f) the Stockholder or his, her or its advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein, and the Stockholder understands and acknowledges that the Company and Parent are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Representations of the Stockholders. Each Stockholder, severally on its own behalf and not jointly with any other Stockholder, Stockholder represents and warrants to Parent each of W. P. Xxxxx and the Company as follows: NewCo REIT that: (a) Other than as set forth on Schedule 2(a), (i) each Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of its Original Shares free and clear of all Liens, and (ii) except pursuant hereto, the Share Purchase Agreement (the “Share Purchase Agreement”) and the Registration Rights Agreement (the “Registration Rights Agreement”) entered into by the parties hereto on the date hereof, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or voting of any of its Original Shares and there are no voting trusts or voting agreements with respect to its Original Shares. (b) Each Stockholder does not beneficially own any shares of Company Common Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into shares of Company Common Stock, set forth on the signature page of this Agreement (collectively, “Options”). (c) Each Stockholder has full legal right, capacity power and authority and legal capacity to enter into, execute and deliver this Agreement, Agreement and to perform the fully such Stockholder’s obligations hereunder and to consummate (including the transactions contemplated hereby; (bproxy described in Section 4(b) this below). This Agreement has been duly and validly executed and delivered by the each Stockholder and constitutes a the legal, valid and legally binding agreement obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, and no other action is necessary to authorize . (d) None of the execution and delivery of this Agreement by the Stockholder or the performance of hiseach Stockholder, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do not, and the consummation by such Stockholder of the transactions contemplated hereby and the or compliance by such Stockholder with any of the provisions hereof will not, conflict with or violate result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to such Stockholder or result in any breach of to such Stockholder’s property or violation assets. (e) No consent, approval or authorization of, or constitute a default (or an event that with notice or lapse of time or both would become a default) underdesignation, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Stockholder or any of the Shares, nor require any authorization, consent or approval of, declaration or filing with, any Governmental Authority Entity or other than pursuant Person on the part of each Stockholder is required in connection with the valid execution and delivery of this Agreement. (f) There is no litigation pending against or, to the Exchange Actknowledge of each Stockholder, threatened against or affecting, such Stockholder or its Original Shares at law or in equity that could reasonably be expected to impair or adversely affect the Securities Act and, if applicable, the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Shares ability of such Stockholder, a complete and accurate schedule of which is set forth opposite such Stockholder’s name on Schedule A; obligations hereunder. (eg) the Stockholder owns beneficially the Stockholder’s Shares, including the Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities Laws); and (f) the Stockholder or his, her or its advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein, and the Each Stockholder understands and acknowledges that W. P. Xxxxx and NewCo REIT have agreed to the Company and Parent are entering into the Merger Agreement Share Repurchase in reliance upon the such Stockholder’s execution and delivery of this AgreementAgreement and the representations and warranties of such Stockholder contained herein.

Representations of the Stockholders. Each Stockholder, of the Stockholders hereby severally on its own behalf and not jointly with any other Stockholder, represents and warrants to Parent and the Company as follows: : (ai) the Such Stockholder has full legal right, capacity the power and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder Agreement and to consummate the transactions deliver its Escrow Shares and Escrow Powers as contemplated hereby; (b) this . This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and legally binding agreement obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and no similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (ii) No notice to, filing with, or authorization, registration, consent or approval of any governmental authority or other action person or entity is necessary to authorize for the execution and execution, delivery or performance of this Agreement by the Stockholder or the performance of his, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do 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 by such Stockholder. (iii) The Escrow Shares delivered by such Stockholder or result in any breach of or violation ofare validly issued, 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 an Encumbrance on any fully paid and nonassessable shares of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Stockholder or any Common Stock of the SharesCompany. Such Stockholders owns the Escrow Shares deposited hereunder by such Stockholder beneficially and of record, nor require free and clear of any authorizationliens, consent claims or approval ofencumbrances (collectively, or filing with"Encumbrances"), any Governmental Authority other than those created pursuant to the Exchange Actterms of this Agreement and those arising under applicable federal and state securities laws. Except for this Agreement, the Securities Act andthere are no agreements (i) granting to any person or entity any option, if applicable, the HSR Act; (d) subject warrant or right of first refusal with respect to the Permitted Pledges, the Stockholder owns beneficially and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Escrow Shares of deposited hereunder by such Stockholder, a complete and accurate schedule (ii) restricting the right of which is set forth opposite such Stockholder to transfer the Escrow Shares deposited hereunder by such Stockholder as contemplated hereby, or (iii) restricting any other right of such Stockholder with respect to the Escrow Shares deposited hereunder by such Stockholder’s name on Schedule A; . Such Stockholder has the absolute and unrestricted right, power and capacity to sell, assign and transfer the Escrow Shares deposited hereunder by such Stockholder as contemplated hereby free and clear of any Encumbrances (e) except for Encumbrances created pursuant to applicable federal and state securities laws). Upon delivery to the Stockholder owns beneficially Purchasers of the Escrow Shares and the Escrow Powers deposited hereunder by such Stockholder’s Shares, including the Existing Purchasers will acquire good, valid and marketable title to the Escrow Shares of deposited hereunder by such Stockholder, free and clear of any proxyEncumbrances. (iv) The performance by such Stockholder of this Agreement and the compliance by such Stockholder with the provisions hereof will not violate any provision of any applicable law and will not conflict with or result in any breach of any of the terms, voting restrictionconditions or provisions of, adverse claim or other Encumbrance (other than constitute a default under, or result in the creation or imposition of any Permitted Pledge and any restrictions created lien, charge or encumbrance upon, the Escrow Shares deposited hereunder by the Transaction Documents or under applicable federal or state securities Laws); and (f) the such Stockholder or his, her or its advisers has read and is familiar with pursuant to the terms of the Merger Agreement and the any indenture, mortgage, deed of trust or other agreements and documents contemplated herein and therein, and the Stockholder understands and acknowledges that the Company and Parent are entering into the Merger Agreement in reliance agreement or instrument binding upon the such Stockholder’s execution and delivery of this Agreement.

Representations of the Stockholders. Each Stockholder, severally on its own behalf and not jointly with any other Stockholder, Stockholder represents and warrants to Parent Liberty and the Company SiriusXM as follows: (a) the Stockholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and legally binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by the Stockholder or the performance of his, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do 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 applicable to such Stockholder 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 an Encumbrance a Lien or transfer restriction on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Stockholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority other than pursuant to the Exchange Act, the Securities Act and, if applicable, and the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially Beneficially Owns and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Shares of such Stockholder, a complete and accurate schedule as of the date hereof of which is set forth opposite such Stockholder’s name on Schedule A; (e) the Stockholder owns beneficially Beneficially Owns the Stockholder’s Shares, including the Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance Lien or transfer restriction (other than any Permitted Pledge and or any restrictions created by the Transaction Documents Agreements or under applicable federal or state securities Lawslaws); and (f) the Stockholder or his, her or its advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein, Transaction Agreements and the Stockholder understands and acknowledges that the Company Liberty, SplitCo and Parent SiriusXM are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

Representations of the Stockholders. (a) Each Stockholder, severally on its own behalf and not jointly with any other Stockholder, Stockholder hereby represents and warrants to Parent Holdings as follows: (i) Such Stockholder is the record and beneficial owner (for purposes of this Agreement, such term shall have the meaning set forth in Rule 13d-3 under the Exchange Act and the rules and regulations promulgated thereunder, but without regard to any conditions (including the passage of time) to the acquisition of such shares) of, and has good and valid and marketable title to, such Stockholder’s Current Shares. (ii) As of the date hereof, such Stockholder is not the record or beneficial owner of any shares of Common Stock or other voting securities of the Company, other than such Stockholder’s Current Shares and the shares set forth on Schedule 1, and, except as set forth on such Stockholder’s signature page or Schedule 1, such Stockholder holds no options to purchase or rights to subscribe for or otherwise acquire any securities of the Company, including without limitation any options, warrants, convertible securities or other securities, calls, commitments, conversion privileges, preemptive rights, rights of first refusal, rights of first offer or other rights or agreements outstanding to purchase or otherwise acquire (whether directly or indirectly) any shares of Common Stock or any securities convertible into or exchangeable for any shares of Common Stock or obligating the Company as follows: to grant, issue, extend or enter into any such option, warrant, convertible security or other security, call, commitment, conversion privilege, preemptive right, right of first refusal, right of first offer or other right or agreement, and has no other interest in or voting rights with respect to any such securities of the Company. (aiii) the Such Stockholder has full legal right, capacity all requisite power and authority necessary to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder Agreement and to consummate the transactions contemplated hereby; . (biv) this This Agreement has been duly and validly executed and delivered by the such Stockholder and, assuming due execution and delivery of this Agreement by Holdings, constitutes a valid and legally binding agreement of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity). (v) Other than as set forth in or permitted under this Agreement, such Stockholder’s Voting Shares are now and shall at all times during this Agreement be owned by such Stockholder free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements, options, rights of first offer or refusal and any other encumbrances or arrangements whatsoever with respect to the ownership, transfer or voting of such Voting Shares in any such case that would, individually or in the aggregate, reasonably be expected to materially impair the ability of such Stockholder to perform his obligations under this Agreement, and there are no outstanding options, warrants or rights to purchase or acquire, or agreements or arrangements relating to the voting of, any of such Voting Shares other action is necessary to authorize the than this Agreement. (vi) The execution and delivery of this Agreement by the such Stockholder or and the performance by such Stockholder of his, her or its obligations hereunder; hereunder will not (cincluding with or without due notice or lapse of time or both): (1) require any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any governmental entity or authority or other party, except for the execution filing with the SEC of any Schedules 13D or amendments to Schedules 13D and delivery filings under Section 16 of the Exchange Act, as may be required in connection with this Agreement by the Stockholder do 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 such Stockholder or hereby; (2) result in any violation or the 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 rise to others any rights right of termination, amendment, cancellation or acceleration or cancellation ofany payments under, or result in a loss of a benefit or in the creation or imposition of an Encumbrance on a lien under, any of the Shares pursuant toterms, conditions or provisions of any note, lease, mortgage, indenture, license, agreement or other instrument or obligation binding upon the to which such Stockholder is a party or by which such Stockholder or any of his assets are bound that would, individually or in the Sharesaggregate, nor require any authorization, consent or approval of, or filing with, any Governmental Authority other than pursuant reasonably be expected to materially impair the Exchange Act, the Securities Act and, if applicable, the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Shares ability of such StockholderStockholder to perform his obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated by this Agreement; or (3) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to such Stockholder in such a complete and accurate schedule of which is set forth opposite such Stockholder’s name on Schedule A; (e) manner as would, individually or in the Stockholder owns beneficially aggregate, reasonably be expected to materially impair the Stockholder’s Shares, including the Existing Shares ability of such Stockholder, free and clear Stockholder to perform his obligations under this Agreement or prevent or delay the consummation of any proxy, voting restriction, adverse claim or other Encumbrance (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities Laws); and (f) the Stockholder or his, her or its advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents transactions contemplated herein and therein, and the by this Agreement. (vii) Such Stockholder understands and acknowledges that the Company and Parent are Holdings is entering into the Merger Agreement Amended UPA in reliance upon the such Stockholder’s execution execution, delivery and delivery performance of this Agreement. (b) Except where expressly stated to be given as of the date hereof only, the representations and warranties contained in this Agreement shall be made as of the date hereof and as of each date from the date hereof through and including the date of termination of this Agreement.

Representations of the Stockholders. Each Stockholder, Stockholder severally on its own behalf and not jointly with any other Stockholder, represents and warrants to Parent and the Company Buyer as follows: : (a) the such Stockholder has good and marketable title to the Shares which are to be transferred to the Buyer by such Stockholder pursuant hereto, free and clear (except as set forth on Schedule 2.0) of any and all covenants, ------------ conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever. Schedule I ---------- attached hereto sets forth a true and correct description of all Shares owned by such Stockholder; (b) such Stockholder has the full legal right, capacity power and authority to execute and deliver enter into this Agreement, to perform the Stockholder’s obligations hereunder Agreement and to consummate transfer, convey and sell to the Buyer at the Closing the Shares to be sold by such Stockholder hereunder and, upon consummation of the purchase contemplated hereby, the Buyer will acquire from such Stockholder good and marketable title to such Shares, free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever; (c) such Stockholder is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Agreement by such Stockholder or the transfer, conveyance and sale of the Shares to be sold by such Stockholder to the Buyer pursuant to the terms hereof; (d) no broker or finder has acted for such Stockholder in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder's fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of such Stockholder; (e) such Stockholder will be acquiring the Buyer Shares hereunder for its own account and such Stockholder has no present arrangement (whether or not legally binding) at any time to sell any such Buyer Shares to or through any person or entity; provided, however, that by making the representations herein, such Stockholder does not agree to hold such Buyer Shares for any minimum or other specific term and reserves the right to dispose of such Buyer Shares at any time in accordance with federal and state securities laws applicable to such disposition subject to the provisions of Appendix I attached hereto. Such ---------- Stockholder understands that such Buyer Shares must be held indefinitely unless such Buyer Shares are subsequently registered under the Securities Act or an exemption from registration is available; (bf) such Stockholder is an "accredited investor" (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933), and such Stockholder has such experience in business and financial matters that he or it is capable of evaluating the merits and risks of an investment in such Buyer Shares. Such Stockholder acknowledges that an investment in the Buyer Shares involves a high degree of risk; (g) such Stockholder has full power and authority to enter into and to perform this Agreement in accordance with its terms. This Agreement has been duly authorized and validly executed and delivered by the such Stockholder and constitutes is a valid and legally binding agreement of the Stockholder, such Stockholder enforceable against the such Stockholder in accordance with its terms, subject to bankruptcy, insolvency or similar laws relating to, or affecting generally the enforcement of creditors' rights and no remedies, and subject also to other action equitable principles of general application; (h) such Stockholder, if a corporation, partnership or trust, is necessary to authorize duly organized, validly existing, and in good standing under the execution laws of the place of its organization and delivery has not been organized, reorganized or recapitalized specifically for the purpose of this Agreement by investing in the Stockholder or the performance of his, her or its obligations hereunder; Buyer; (ci) the execution and delivery of this Agreement by the such Stockholder do notand any other documents or instruments executed by such Stockholder in connection herewith, and the consummation of the transactions contemplated hereby and the thereby, and compliance with the provisions hereof requirements thereof, will notnot in any material respect violate any law, rule, regulation, order, writ, judgment, injunction, decree or award applicable to such Stockholder, or the provision of any indenture, instrument or agreement to which such stockholder is a party or is subject, or by which such Stockholder or any of its assets is bound, or conflict with or violate any Law applicable to such Stockholder or result in any breach of or violation of, or constitute a material 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 ofthereunder, or result in the creation or imposition of an Encumbrance any lien on any of the Shares pursuant toto the terms of any such indenture, any agreement or other instrument or agreement, or constitute a breach of any fiduciary duty owed by such Stockholder to any third party, or require the approval of any third party pursuant to any material contract, agreement, instrument, relationship or legal obligation binding upon to which such Stockholder is subject; (j) such Stockholder has received all documents, records, books and other information pertaining to such Stockholder's investment in the Buyer that have been requested by such Stockholder. Such Stockholder or any further acknowledges that it understands that the Buyer is subject to the periodic reporting requirements of the SharesSecurities Exchange Act of 1934, nor require as amended (the "Exchange Act"), and such Stockholder has reviewed or received copies of any authorizationsuch reports that have been requested by it. Such Stockholder has carefully reviewed the representations concerning the Buyer contained in this Agreement and has made inquiry concerning the Buyer, consent or approval of, or filing with, its business and its personnel; the officers of the Buyer have made available to such Stockholder any Governmental Authority other than pursuant and all written information which it has requested and have answered all inquiries made by such Stockholder; and (k) such Stockholder understands that the stock certificates representing the Buyer Shares shall bear a legend substantially to the Exchange Act, following effect: "The shares represented by the certificate have not been registered under the Securities Act andof 1933, if applicableas amended, the HSR Act; (d) subject and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under such Act or an opinion of counsel satisfactory to the Permitted Pledges, Company is obtained to the Stockholder owns beneficially and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Shares of effect that such Stockholder, a complete and accurate schedule of which registration is set forth opposite such Stockholder’s name on Schedule A; (e) the Stockholder owns beneficially the Stockholder’s Shares, including the Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities Laws); and (f) the Stockholder or his, her or its advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein, and the Stockholder understands and acknowledges that the Company and Parent are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreementnot required."

Representations of the Stockholders. Each Stockholder, severally on its own behalf and not jointly with any other Stockholderjointly, represents and warrants to Parent and the Company as follows: that: (a) such Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) all of the Stockholder Shares free and clear of all liens, claims, charges, security interests or other encumbrances of any kind or nature and, except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or voting of any of the Stockholder Shares and there are no voting trusts or voting agreements with respect to the Stockholder Shares; (b) such Stockholder does not beneficially own any shares of Company Common Stock other than the Stockholder Shares and other than any options, warrants or other rights to acquire any additional Shares or any security exercisable for or convertible into shares of Company Common Stock; (a) such Stockholder has full legal right, capacity power and authority to enter into, execute and deliver this Agreement, Agreement and to perform the Stockholder’s fully his, her or its obligations hereunder and to consummate the transactions contemplated hereby; (b) this hereunder. This Agreement has been duly and validly executed and delivered by the such Stockholder and constitutes a the legal, valid and legally binding agreement obligation of the Stockholder, enforceable against the such Stockholder in accordance with its termsterms except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors and no other action subject to general principles of equity (regardless of whether such enforceability is necessary to authorize considered in equity or at law); and (c) neither the execution and delivery of this Agreement by the such Stockholder or the performance of his, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do not, and nor the consummation by such Stockholder of the transactions contemplated hereby and by this Agreement will: (i) require the compliance with the provisions hereof will notStockholder to obtain any consent, conflict with approval, authorization or violate any Law applicable to such Stockholder or result in any breach of or violation permit of, or constitute filing with or notification to, any person or entity or any governmental or regulatory authority; (ii) conflict with, result in 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 breach of, or result in the creation a default (or give rise to a right of an Encumbrance on termination, cancellation or acceleration) under any of the Shares pursuant toterms, conditions or provisions of any note, license, agreement or other instrument or obligation binding upon the to which such Stockholder is a party or by which such Stockholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority other than pursuant to the Exchange Act, the Securities Act and, if applicable, the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially and has the power to vote or direct the voting of, the such Stockholder’s Sharesassets may be bound; or (iii) violate any order, including the Existing Shares writ, injunction, decree, statute, rule or regulation applicable to such Stockholder or by which any of such Stockholder, a complete and accurate schedule of which is set forth opposite such Stockholder’s name on Schedule A; (e) the Stockholder owns beneficially the Stockholder’s Shares, including the Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities Laws); and (f) the Stockholder or his, her or its advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein, and the Stockholder understands and acknowledges that the Company and Parent assets are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreementbound.

Representations of the Stockholders. Each Stockholder, severally on its own behalf and not jointly with any other Stockholderjointly, represents and warrants to Parent and the Company as follows: that: (a) such Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) all of the Stockholder Shares free and clear of all liens, claims, charges, security interests or other encumbrances of any kind or nature and, except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or voting of any of the Stockholder Shares and there are no voting trusts or voting agreements with respect to the Stockholder Shares; (b) such Stockholder does not beneficially own any shares of Company Common Stock other than the Stockholder Shares and other than any options, warrants or other rights to acquire any additional Shares or any security exercisable for or convertible into shares of Company Common Stock; (c) such Stockholder has full legal right, capacity power and authority to enter into, execute and deliver this Agreement, Agreement and to perform the Stockholder’s fully his, her or its obligations hereunder and to consummate the transactions contemplated hereby; (b) this hereunder. This Agreement has been duly and validly executed and delivered by the such Stockholder and constitutes a the legal, valid and legally binding agreement obligation of the Stockholder, enforceable against the such Stockholder in accordance with its termsterms except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors and no other action subject to general principles of equity (regardless of whether such enforceability is necessary to authorize considered in equity or at law); and (d) neither the execution and delivery of this Agreement by the such Stockholder or the performance of his, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do not, and nor the consummation by such Stockholder of the transactions contemplated hereby and by this Agreement will: (i) require the compliance with the provisions hereof will notStockholder to obtain any consent, conflict with approval, authorization or violate any Law applicable to such Stockholder or result in any breach of or violation permit of, or constitute filing with or notification to, any person or entity or any governmental or regulatory authority; (ii) conflict with, result in 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 breach of, or result in the creation a default (or give rise to a right of an Encumbrance on termination, cancellation or acceleration) under any of the Shares pursuant toterms, conditions or provisions of any note, license, agreement or other instrument or obligation binding upon the to which such Stockholder is a party or by which such Stockholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority other than pursuant to the Exchange Act, the Securities Act and, if applicable, the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially and has the power to vote or direct the voting of, the such Stockholder’s Sharesassets may be bound; or (iii) violate any order, including the Existing Shares writ, injunction, decree, statute, rule or regulation applicable to such Stockholder or by which any of such Stockholder, a complete and accurate schedule of which is set forth opposite such Stockholder’s name on Schedule A; (e) the Stockholder owns beneficially the Stockholder’s Shares, including the Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities Laws); and (f) the Stockholder or his, her or its advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein, and the Stockholder understands and acknowledges that the Company and Parent assets are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreementbound.

Representations of the Stockholders. Each Stockholder, severally on its own behalf Stockholder individually makes the following representations and not jointly with any other Stockholder, represents and warrants to Parent and the Company as follows: warranties: (a) Such Stockholder (if such Stockholder is other than Banowsky) is a corporation or limited partnership duly organized, validly existing and in good standing under the laws of the state of its incorporation or formation, and such Stockholder has full legal right, capacity all requisite power and authority to execute enter into this Agreement and deliver this Agreement, to perform the Stockholder’s obligations hereunder Court Dismissal Documents and to consummate the transactions contemplated hereby; hereby and thereby to be consummated by it. (b) The execution, delivery and performance by such Stockholder (if such Stockholder is other than Banowsky) of this Agreement and the Court Dismissal Documents, and the consummation by such Stockholder (if such Stockholder is other than Banowsky) of the transactions provided hereby and thereby to be consummated by it, have been duly authorized by all necessary action, corporate or otherwise, on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by the such Stockholder and (assuming that this Agreement constitutes a valid and legally binding agreement obligation of the Company) constitutes a valid and binding obligation of such Stockholder, enforceable against the such Stockholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by the Stockholder or the performance of his, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do not, and the consummation . Each of the transactions contemplated hereby Court Dismissal Documents will, when executed and the compliance with the provisions hereof will not, conflict with or violate any Law applicable to delivered by such Stockholder or result in any breach by its or its counsel or other representative on its or his behalf (and assuming that each of or violation ofthe Court Dismissal Documents constitutes a valid and binding obligation of the Company and the other persons and entities contemplated to be parties thereto), 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 an Encumbrance on any of the Shares pursuant to, any agreement or other instrument or valid and binding obligation binding upon the Stockholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority other than pursuant to the Exchange Act, the Securities Act and, if applicable, the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Shares of such Stockholder, enforceable against such Stockholder in accordance with its terms. (c) The execution, delivery and performance by such Stockholder of this Agreement does not and will not constitute, and the execution, delivery and performance by such Stockholder of the Court Dismissal Documents and the No Challenge Agreement will not constitute, a complete breach or violation by such Stockholder of (1) any provision of its Governing Documents (assuming such Stockholder is an entity), (2) any order, decree, judgment or ruling of any court or other governmental authority binding upon such Stockholder or (3) any contract, instrument, indenture, duty, obligation or other agreement to which such Stockholder is a party or by which such Stockholder is otherwise bound. (d) Such Stockholder owns beneficially, and accurate schedule as of which is the Closing Date for such Stockholder such Stockholder shall own beneficially and of record, the number of Shares set forth opposite after such Stockholder’s 's name on Schedule A; (e) the Stockholder owns beneficially the Stockholder’s Shares, including the Existing Shares of such StockholderSCHEDULE I attached hereto, free and clear of any proxyand all Liens, voting restrictionand such Stockholder shall transfer its or his Shares to the Company as provided hereunder free and clear and clear of any and all Liens. Except for the Shares so set forth, adverse claim such Stockholder does not own, beneficially or of record, any shares of the Company Common Stock or any options, warrants, rights or other Encumbrance securities that are exercisable for, convertible into or exchangeable for any shares of the Company Common Stock. (other than e) Except as otherwise expressly provided in this Agreement, such Stockholder shall not sell, assign, gift, convey or otherwise transfer any Permitted Pledge of its or his Shares (or any right or interest therein or thereto) and shall not pledge or otherwise encumber, or otherwise cause or permit any restrictions created by the Transaction Documents Lien to attach to, any of its or under applicable federal or state securities Laws); and his Shares. (f) With respect to each matter or proposal to be voted on at any meeting (whether annual or special) of stockholders of the Company, such Stockholder or his, her shall exercise his or its advisers has read votes associated with or attendant to all of its or his Shares, or shall cause the votes associated with or attendant to all of its or his Shares to be exercised, in the same proportions (for, against or expressly abstaining) as all votes cast with respect to such matter or proposal by all other stockholders voting (in person or by proxy) at such meeting. If (I) such Stockholder shall have executed and is familiar with delivered to the terms Company an irrevocable proxy, in favor of such individual(s) as the Merger Agreement Company may designate and otherwise in form and substance reasonably acceptable to the other agreements Company, pursuant to which such individual(s) are authorized to vote such Stockholder's Shares as provided in this Section 4(f), (II) such Stockholder shall have delivered to the Company a copy (certified by such Stockholder to be true, complete and documents contemplated herein correct) of an irrevocable proxy (which proxy shall be in form and therein, and the Stockholder understands and acknowledges that substance reasonably acceptable to the Company and Parent are entering into shall not have been revoked or modified) in favor of a specified Person (which Person is, and during the Merger duration of the term of this Agreement shall continue to be, the record holder of all of the Shares of such Stockholder), pursuant to which such specified Person is authorized and directed to vote such Stockholder's Shares as provided in reliance upon this Section 4(f) or (III) such Stockholder shall have delivered to the Company a copy (certified by such Stockholder to be true, complete and correct) of written instructions (which written instructions shall be in form and substance reasonably acceptable to the Company and shall not have been revoked or modified) pursuant to which such Stockholder has directed a Person (who, in the reasonable judgment of the Company is an appropriate Person for such purposes) to vote such Stockholder’s execution 's Shares as provided in this Section 4(f), then such Stockholder shall not be deemed to be in breach of this Section 4(f) on account of (A) the failure of the individual(s) specified in the foregoing clause (I) to exercise the proxy referred to in the foregoing clause (I) and delivery vote such Stockholder's Shares in accordance with this Section 4(f), (B) the failure of the specified Person referred to in the foregoing clause (II) to exercise the proxy referred to in the foregoing clause (II) and vote such Stockholder's Shares in accordance with this Section 4(f) or (C) the failure of the Person referred to in the foregoing clause (III) to vote such Stockholder's Shares in accordance with this Section 4(f). Further, for so long as the failure of one or more Stockholders to comply with his or its obligations under this Section 4(f) to exercise his or its votes associated with or attendant to all of its or his Shares, or to cause the votes associated with or attendant to all of its or his Shares to be exercised, as provided above does not (a) result in a quorum not being present at any meeting at which any such vote is to be taken, (b) change the result of any election of members of the Board of Directors from what the result would have been if all of the Stockholders had complied with this Section 4(f), (c) result in any matter or proposal not receiving sufficient affirmative votes in order to be approved or passed or (d) otherwise change the result of any matter being proposed or voted on by shareholders of the Company from what the result would have been if all of the Stockholders had complied with this Section 4(f), no Stockholder shall be liable to the Company on account of such Stockholder's failure to comply with such obligations, nor shall such failure release the Company of its obligation to purchase such Stockholder's Shares in accordance with this Agreement. (g) Except as expressly provided herein or expressly authorized by the Company, prior to the Outside Date, such Stockholder shall not, and shall not direct or authorize GLR&S or any other agent or representative to, make any motion or institute any proceedings in the Delaware Action or otherwise prosecute the Delaware Action or any related action or proceeding or otherwise institute any action or proceeding against, or otherwise assert any claim against, the Company or any of its officers, directors, employees or agents.

Representations of the Stockholders. Each Stockholder, severally on its own behalf The Stockholders hereby represent and not jointly with any other Stockholder, represents and warrants warrant to Parent the Investors and the Company Investor Representative as follows: (a) : 4.1 The Escrow Shares are validly issued, fully paid and nonassessable shares of the Stockholder has full legal rightCompany. The Stockholders are the record and beneficial owners of the Escrow Shares and have good title to the Escrow Shares, capacity free and authority to execute clear of all pledges, liens, claims and deliver this Agreementencumbrances, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) except encumbrances created by this Agreement has been duly and validly executed the Lock-Up Agreements entered into with the Stockholders, and delivered by the Stockholder and constitutes a valid and legally binding agreement Escrow Agent shall hereafter have good record title to such shares. There are no restrictions on the ability of the StockholderStockholders to transfer the Escrow Shares to the Escrow Agent or for the Escrow Agent to transfer the Escrow Shares to the Investors, enforceable against except as stated herein. There are no restrictions on the Stockholder in accordance with its termsability of the Stockholders enter into this Agreement other than transfer restrictions under applicable federal and state securities laws. Upon any delivery of Escrow Shares to the Investors hereunder, the Investors will acquire good and no other action is necessary valid title to authorize the execution Escrow Shares, free and delivery clear of any pledges, liens, claims and encumbrances. 4.2 The performance of this Agreement by and compliance with the Stockholder provisions hereof will not violate any provision of any applicable law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the properties or assets of the Stockholders pursuant to the terms of the certificate of incorporation or by-laws of the Company or any indenture, mortgage, deed of trust or other agreement or instrument binding upon the Stockholders or affecting the Escrow Shares. No notice to, filing with, or authorization, registration, consent or approval of any governmental authority or other person is necessary for the execution, delivery or performance of his, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do not, and or the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Law applicable to such Stockholder 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 an Encumbrance on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Stockholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority other than pursuant to the Exchange Act, the Securities Act and, if applicable, the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Shares of such Stockholder, a complete and accurate schedule of which is set forth opposite such Stockholder’s name on Schedule A; (e) the Stockholder owns beneficially the Stockholder’s Shares, including the Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities Laws); and (f) the Stockholder or his, her or its advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein, and the Stockholder understands and acknowledges that the Company and Parent are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this AgreementStockholders.

Representations of the Stockholders. Each Stockholderstockholder represents and warrants, severally on its own behalf a several and not jointly with any other Stockholderjoint basis, represents and warrants to Parent and the Company as follows: that: (a) (i) Such Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Original Shares free and clear of all Liens (other than Liens arising pursuant to this Agreement), and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares. (b) Such Stockholder does not beneficially own any shares of Company Common Stock other than the Original Shares. (c) Such Stockholder has full legal right, capacity corporate power and authority to enter into, execute and deliver this Agreement, Agreement and to perform the fully such Stockholder’s obligations hereunder and to consummate (including the transactions contemplated hereby; (bproxy described in Section 4(b) this below)). This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization and execution by Parent, constitutes the Stockholder and constitutes a legal, valid and legally binding agreement obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and no other action is necessary subject to authorize the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (d) None of the execution and delivery of this Agreement by the Stockholder or the performance of hissuch Stockholder, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do not, and the consummation by such Stockholder of the transactions contemplated hereby and the or compliance by such Stockholder with any of the provisions hereof will not, conflict with or violate result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any organizational document, trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to such Stockholder or result in any breach of to such Stockholder’s property or violation ofassets. (e) No consent, approval 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 an Encumbrance on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Stockholder or any of the Shares, nor require any authorization, consent or approval authorization of, or filing with, any Governmental Authority or other than pursuant to person on the Exchange Act, the Securities Act and, if applicable, the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Shares part of such Stockholder, a complete and accurate schedule of which Stockholder is set forth opposite such Stockholder’s name on Schedule A; (e) the Stockholder owns beneficially the Stockholder’s Shares, including the Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities Laws); and (f) the Stockholder or his, her or its advisers has read and is familiar required in connection with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein, and the Stockholder understands and acknowledges that the Company and Parent are entering into the Merger Agreement in reliance upon the Stockholder’s valid execution and delivery of this Agreement, except for filings by Stockholder with the Securities and Exchange Commission.

Representations of the Stockholders. Each Stockholder, severally on its own behalf and not jointly with any other Stockholder, Stockholder represents and warrants to Parent FC Global and the Company Gadsden as follows: (a) the such Stockholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform the such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by the such Stockholder and constitutes a valid and legally binding agreement of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by the such Stockholder or the performance of his, his or her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder do 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 such Stockholder 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 an Encumbrance on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Stockholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority Entity or require any consent of such Stockholder’s spouse that are necessary under any “community property” or other than pursuant to the Exchange Act, the Securities Act and, if applicable, the HSR Actlaws; (d) subject to the Permitted Pledgessuch Stockholder beneficially owns, the Stockholder owns beneficially has good and marketable title to, and has the power to vote or direct the voting of, of the Stockholder’s Shares, including the Existing Shares shares of such Stockholder, a complete and accurate schedule of which is FC Global stock set forth opposite such Stockholder’s name on Schedule AI or the shares of Gadsden stock set forth on Schedule II, respectively (the “Existing Shares”); and (e) the such Stockholder beneficially owns beneficially the Stockholder’s Shares, including the his or her Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance Lien (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities Laws); and (flaws) the Stockholder that would prevent such Stockholder’s performance of its his or hisher obligations under this Agreement. As used in this Agreement, her or its advisers has read and is familiar with the terms of “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the Merger Agreement and meaning set forth in Rule 13d-3 promulgated by the other agreements and documents contemplated herein and therein, and SEC under the Stockholder understands and acknowledges that the Company and Parent are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this AgreementExchange Act.