Common use of Representations, Warranties and Covenants of Holder Clause in Contracts

Representations, Warranties and Covenants of Holder. (a) Holder hereby represents, warrants and covenants to Acquiror that Holder (i) is the beneficial owner of the Subject Shares reflected on Schedule A, which at the date of this Agreement and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances; (ii) does not beneficially own any shares of capital stock of Target other than the Subject Shares reflected on Schedule A (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. (b) Holder hereby represents and warrants that any proxies heretofore given in respect of the Subject Shares with respect to the matters described in Section 3 hereof are not irrevocable, and Holder hereby revokes any and all prior proxies with respect to such Subject Shares as they relate to such matters. Prior to the Expiration Date, Holder shall not directly or indirectly grant any proxies or powers of attorney with respect to the matters set forth in Section 3 hereof (other than to Parent), deposit any of the Subject Shares or enter into a voting agreement (other than this Agreement) with respect to any of the Subject Shares relating to any matter described in Section 3. (c) Holder shall not, and shall cause its Affiliates and its and their authorized representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage any proposal that constitutes, or could reasonably be expected to lead to, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or this Agreement or the Merger Agreement and the transactions contemplated hereby and thereby to, or afford access to any of the properties, books or records of Holder, Target or Target’s subsidiaries to, any Person with respect to any Alternative Transaction, (iii) approve, endorse, recommend or vote for (or consent to) any Alternative Transaction or (iv) enter into any agreement or agreement in principle with any Person with respect to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of this Agreement apply solely to Holder when acting in his or its capacity as a shareholder of Target and not when acting or purporting to act as a representative or an officer or director of Target (it being understood that Target has separate and independent obligations to Parent and Merger Sub under the Merger Agreement, including, without limitation, Section 5.2 thereof); and (ii) none of the provisions of this Agreement shall be construed to prohibit, limit or restrict Holder from exercising Holder’s fiduciary duties to Target and/or its shareholders by voting or taking any other action whatsoever in Holder’s capacity as a director or officer of Target. (d) Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Holder’s execution, delivery and performance of this Agreement.

Representations, Warranties and Covenants of Holder. Holder hereby represents and warrants to, and acknowledges to, and agrees with, the Company as of the date hereof and as of the date of any exercise hereof that: (a) Holder hereby representsit is acquiring the Warrant and, warrants and covenants upon exercise of the Warrant, the Warrant Shares, for its own account, without a view to Acquiror that Holder the distribution thereof, except for Holder’s right to Transfer the Warrant Shares in compliance with applicable Securities Laws. (b) it is an “accredited investor” within the meaning of Regulation D under the Securities Act. (c) (i) is this Warrant and the beneficial owner Warrant Shares have not been registered under the Securities Act or any state securities laws, in reliance on the non-public offering exemption contained in Section 4(2) of the Subject Securities Act and Regulation D thereunder and, as such, the Warrant and the Warrant Shares reflected on Schedule A, which at are “restricted securities” under the date of this Agreement and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrancesSecurities Act; (ii) does because this Warrant and the Warrant Shares are not beneficially own any shares so registered, it must bear the economic risk of capital stock holding this Warrant and the Warrant Shares for an indefinite period of Target other than time unless this Warrant and/or the Subject Warrant Shares reflected are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (iii) it is familiar with Rule 144 under the Securities Act and the restrictions on Schedule A resale thereunder; and (excluding shares as to which Holder currently disclaims beneficial ownership iv) there is no trading market for this Warrant or the Warrant Shares and there is no expectation that such market will exist in the future. (d) it will not assign or transfer this Warrant or the Warrant Shares except in accordance and in compliance with applicable law)the requirements of the Securities Act, as then in effect. (e) (i) it has had ready access to any and all documents which it deems relevant to the acquisition of this Warrant and the Warrant Shares; (ii) the Company has made available to it, during the course of the transaction and prior to the issuance of the Warrant Shares, the opportunity to ask questions of, and receive answers from, the Company and its officers concerning the Company, and to obtain any additional information, to the extent the Company possessed such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of information contained in the written materials delivered to it by the Company and concerning the Company; and (iii) it has full power and authority reviewed or had the opportunity to make, enter into and carry out the terms of this Agreement and the Proxyreview all such documents or information referred to above. (b) Holder hereby represents and warrants that any proxies heretofore given in respect of the Subject Shares with respect to the matters described in Section 3 hereof are not irrevocable, and Holder hereby revokes any and all prior proxies with respect to such Subject Shares as they relate to such matters. Prior to the Expiration Date, Holder shall not directly or indirectly grant any proxies or powers of attorney with respect to the matters set forth in Section 3 hereof (other than to Parent), deposit any of the Subject Shares or enter into a voting agreement (other than this Agreement) with respect to any of the Subject Shares relating to any matter described in Section 3. (c) Holder shall not, and shall cause its Affiliates and its and their authorized representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage any proposal that constitutes, or could reasonably be expected to lead to, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or this Agreement or the Merger Agreement and the transactions contemplated hereby and thereby to, or afford access to any of the properties, books or records of Holder, Target or Target’s subsidiaries to, any Person with respect to any Alternative Transaction, (iii) approve, endorse, recommend or vote for (or consent to) any Alternative Transaction or (iv) enter into any agreement or agreement in principle with any Person with respect to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of this Agreement apply solely to Holder when acting in his or its capacity as a shareholder of Target and not when acting or purporting to act as a representative or an officer or director of Target (it being understood that Target has separate and independent obligations to Parent and Merger Sub under the Merger Agreement, including, without limitation, Section 5.2 thereof); and (ii) none of the provisions of this Agreement shall be construed to prohibit, limit or restrict Holder from exercising Holder’s fiduciary duties to Target and/or its shareholders by voting or taking any other action whatsoever in Holder’s capacity as a director or officer of Target. (d) Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Holder’s execution, delivery and performance of this Agreement.

Representations, Warranties and Covenants of Holder. (a) Holder hereby represents, warrants and covenants to Acquiror Parent that Holder (i) is the record and/or beneficial owner of the Subject Shares reflected on Schedule AShares, which which, at the date of this Agreement and at all times up until the earlier to occur of (A) the Effective Time and (B) the Expiration Date Date, are and will be free and clear of any liens, claims, options, charges or other encumbrances; encumbrances that would reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement (other than the Shares held in an escrow account pursuant to the Escrow Agreement, which Shares serve as collateral for MediVision to perform its obligations under the Asset Purchase Agreement and which Shares will be released in accordance with the terms of the Escrow Agreement or an earlier date if mutually agreed to by the Company and Parent), and (ii) does not own of record or beneficially own any shares of capital stock of Target the Company other than the Subject Shares reflected on Schedule A (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law); and (iii) . Holder has full the legal capacity, power and authority to make, enter into and carry out the terms perform all of Holder’s obligations under this Agreement (including under the proxy granted in Section 3(c) above). This Agreement (including the proxy granted in Section 3(c) above) has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the Proxy. relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. The Holder hereby represents agrees not to object to or otherwise oppose the Fairness Hearing and warrants that any proxies heretofore given shall take all steps reasonably requested by Parent in respect order to ensure the issuance of the Subject Shares with respect to the matters described in Section 3 hereof are not irrevocable, and Holder hereby revokes any and all prior proxies with respect to such Subject Shares as they relate to such matters. Prior to the Expiration Date, Holder shall not directly or indirectly grant any proxies or powers of attorney with respect to the matters set forth in Section 3 hereof (other than to Parent), deposit any of the Subject Shares or enter into a voting agreement (other than this Agreement) with respect to any of the Subject Shares relating to any matter described in Section 3California Permit. (c) Holder shall not, and shall cause its Affiliates and its and their authorized representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage any proposal that constitutes, or could reasonably be expected to lead to, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or this Agreement or the Merger Agreement and the transactions contemplated hereby and thereby to, or afford access to any of the properties, books or records of Holder, Target or Target’s subsidiaries to, any Person with respect to any Alternative Transaction, (iii) approve, endorse, recommend or vote for (or consent to) any Alternative Transaction or (iv) enter into any agreement or agreement in principle with any Person with respect to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of this Agreement apply solely to Holder when acting in his or its capacity as a shareholder of Target and not when acting or purporting to act as a representative or an officer or director of Target (it being understood that Target has separate and independent obligations to Parent and Merger Sub under the Merger Agreement, including, without limitation, Section 5.2 thereof); and (ii) none of the provisions of this Agreement shall be construed to prohibit, limit or restrict Holder from exercising Holder’s fiduciary duties to Target and/or its shareholders by voting or taking any other action whatsoever in Holder’s capacity as a director or officer of Target. (d) Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Holder’s execution, delivery and performance of this Agreement.

Representations, Warranties and Covenants of Holder. (a) Holder hereby represents, warrants and covenants to Acquiror that Parent that: (a) Holder (i) is the sole record and/or sole beneficial owner of the Subject Shares reflected on Schedule AShares, which which, at the date of this Agreement and at all times up until the earlier to occur of (A) the Effective Time and (B) the Expiration Date Date, are and will be free and clear of any liens, claims, options, charges or other encumbrances; , and (ii) does not own of record or beneficially own any shares of capital stock of Target the Company other than the Subject Shares reflected on Schedule A (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. (b) Holder hereby represents has the legal capacity, power and warrants that any proxies heretofore given authority to enter into and perform all of Holder’s obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in respect accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the Subject Shares with respect to the matters described in Section 3 hereof are not irrevocablerelief of debtors, and Holder hereby revokes any (ii) rules of law governing specific performance, injunctive relief and all prior proxies with respect to such Subject Shares as they relate to such matters. Prior to the Expiration Date, Holder shall not directly or indirectly grant any proxies or powers of attorney with respect to the matters set forth in Section 3 hereof (other than to Parent), deposit any of the Subject Shares or enter into a voting agreement (other than this Agreement) with respect to any of the Subject Shares relating to any matter described in Section 3equitable remedies. (c) The execution and delivery of this Agreement by such Holder shall does not, and shall cause the performance by such Holder of his, her or its Affiliates obligations hereunder and its and their authorized representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage any proposal that constitutes, or could reasonably be expected to lead to, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or this Agreement or the Merger Agreement and consummation by such Holder of the transactions contemplated hereby and thereby towill not, violate or conflict with, or afford access constitute a default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which such Holder is a party or by which such Holder is bound, or any statute, rule or regulation to which such Holder is subject or, in the event that such Holder is a corporation, partnership, trust or other entity, any governing document of such Holder. The execution and delivery of this Agreement by such Holder does not, and the propertiesperformance of this Agreement by such Holder does not and will not, books require any consent, approval, authorization or records of Holderpermit of, Target or Target’s subsidiaries filing with or notification to, any Person with respect Governmental Entity by such Holder except for applicable requirements, if any, of the Exchange Act, and except where the failure to any Alternative Transactionobtain such consents, (iii) approveapprovals, endorseauthorizations or permits, recommend or vote for (to make such filings or consent to) any Alternative Transaction notifications, would not prevent or (iv) enter into any agreement delay the performance by such Holder of his, her or agreement in principle with any Person with respect to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of its obligations under this Agreement apply solely to Holder when acting in his or its capacity as a shareholder of Target and not when acting or purporting to act as a representative or an officer or director of Target (it being understood that Target has separate and independent obligations to Parent and Merger Sub under the Merger Agreement, including, without limitation, Section 5.2 thereof); and (ii) none of the provisions of this Agreement shall be construed to prohibit, limit or restrict Holder from exercising Holder’s fiduciary duties to Target and/or its shareholders by voting or taking any other action whatsoever in Holder’s capacity as a director or officer of Targetmaterial respect. (d) Holder understands hereby waives, to the fullest extent permitted by law, and acknowledges that Parent is entering into agrees not to assert any appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware or otherwise in connection with the Merger Agreement in reliance upon Holder’s execution, delivery with respect to all the Shares and performance of this Agreement.any New Shares,

Representations, Warranties and Covenants of Holder. (a) Each Holder hereby represents, warrants and covenants to Acquiror that SPAC that: (a) such Holder (i) is the record and/or beneficial owner of the Subject Shares reflected set forth opposite such Xxxxxx’s name on Schedule A, which which, at the date of this Agreement and at all times up until the earlier to occur of the Closing and the Expiration Date Date, are and will be free and clear of any liens, claims, options, charges or Liens (other encumbrances; than Securities Liens); (iib) such Holder does not own of record or beneficially own any shares of capital stock or other equity interests of Target the Company other than the Subject Shares reflected set forth opposite such Xxxxxx’s name on Schedule A A; (excluding shares c) such Holder has the sole right to vote (and provide consent in respect of, as appliable) such Xxxxxx’s Shares and, except as set forth in this Agreement or the Business Combination Agreement, such Holder is not a party to which or bound by (i) any option, warrant, purchase right or other Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Holder currently disclaims beneficial ownership to transfer any of his, her or its Shares, or (ii) any voting trust, proxy or other Contract with respect to the voting or transfer of any of such Holder’s Shares; (d) if such Holder is a corporation, limited liability company or other business entity, such Holder is duly incorporated or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable) under the laws of its jurisdiction of incorporation or formation, as applicable; (e) such Holder has the requisite legal capacity, power and authority to enter into and perform all of such Holder’s obligations under this Agreement (including under the proxy granted in Section 2(c) above and those obligations related to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated by this Agreement; (f) if such Holder is an entity, the execution and delivery of this Agreement have been duly authorized by all necessary corporate (or similar) action on the part of such Holder; (g) this Agreement (including the proxy granted in Section 2(c) above and those obligations related to the provisions of the Business Combination Agreement) has been duly and validly executed and delivered by such Holder and constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms, subject to (x) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (y) rules of law governing specific performance, injunctive relief and other equitable remedies; (h) no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of such Holder with respect to such Holder’s execution, delivery or performance of his, her or its covenants, agreements or obligations under this Agreement (including the proxy granted in Section 2(c) above and those obligations related to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of such Holder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect; (i) none of the execution or delivery of this Agreement by such Holder, the performance by such Holder of any of his, her or its covenants, agreements or obligations under this Agreement (including the proxy granted in Section 2(c) above and those obligations related to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) if such Holder is an entity, result in any breach of any provision of such Holder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which such Holder is a party, (iii) violate, or constitute a breach under, any Order or applicable law); law to which such Holder or any of his, her or its properties or assets are bound, or (iv) result in the creation of any Lien upon such Xxxxxx’s Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of such Holder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect; (j) there is no Proceeding pending or, to such Holder’s knowledge, threatened against or involving such Holder or any of his, her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of such Holder to perform, or otherwise comply with, any of such Holder’s covenants, agreements or obligations under this Agreement; (k) such Holder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has full power conducted his, her or its own independent review and authority to makeanalysis of, enter into and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and carry out prospects of, SPAC and Merger Sub and the terms of transactions contemplated by this Agreement, the Business Combination Agreement and the Proxy. other Ancillary Agreements, and (bii) Holder hereby represents he, she or it has been furnished with or given access to such documents and warrants that any proxies heretofore given in respect of the Subject Shares information about SPAC and Merger Sub and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the matters described in Section 3 hereof are not irrevocable, and Holder hereby revokes any and all prior proxies with respect to such Subject Shares as they relate to such matters. Prior to the Expiration Date, Holder shall not directly or indirectly grant any proxies or powers of attorney with respect to the matters set forth in Section 3 hereof (other than to Parent), deposit any of the Subject Shares or enter into a voting agreement (other than this Agreement) with respect to any of the Subject Shares relating to any matter described in Section 3. (c) Holder shall not, and shall cause its Affiliates and its and their authorized representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage any proposal that constitutes, or could reasonably be expected to lead to, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or this Agreement or the Merger Agreement and the transactions contemplated hereby and thereby to, or afford access to any of the properties, books or records of Holder, Target or Target’s subsidiaries to, any Person with respect to any Alternative Transaction, (iii) approve, endorse, recommend or vote for (or consent to) any Alternative Transaction or (iv) enter into any agreement or agreement in principle with any Person with respect to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of this Agreement apply solely to Holder when acting in his or its capacity as a shareholder of Target and not when acting or purporting to act as a representative or an officer or director of Target (it being understood that Target has separate and independent obligations to Parent and Merger Sub under the Merger Agreement, including, without limitation, Section 5.2 thereof); and (ii) none of the provisions of this Agreement shall be construed to prohibit, limit or restrict Holder from exercising Holder’s fiduciary duties to Target and/or its shareholders by voting or taking any other action whatsoever in Holder’s capacity as a director or officer of Target. (d) Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Holder’s execution, delivery and performance of this Agreement and the other Ancillary Agreements to which he, she or it is or will be a party and the transactions contemplated hereby and thereby; and (l) in entering into this Agreement and the other Ancillary Agreements to which he, she or it is or will be a party, such Holder has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Agreements to which he, she or it is or will be a party and no other representations or warranties of SPAC or Merger Sub (including, for the avoidance of doubt, none of the representations or warranties of SPAC or Merger Sub set forth in the Business Combination Agreement or any other Ancillary Agreement) or any other Person, either express or implied, and such Holder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or in the other Ancillary Agreements to which he, she or it is or will be a party, neither SPAC nor Merger Sub or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement or the other Ancillary Agreements or the transactions contemplated hereby or thereby.

Representations, Warranties and Covenants of Holder. (a) Each Holder hereby represents, warrants and covenants to Acquiror that Omega Parent and Omega as follows: (a) except as set forth on Schedule 1, such Holder (i) is the record and beneficial owner of the Subject number of Shares reflected indicated opposite such Holder’s name on Schedule A1, which at the date of this Agreement and at all times up until the Expiration Date will be own any New Shares, free and clear of any liens, claims, pledges, grants, hypothecations, obligations, options, charges or other encumbrances; encumbrances or restrictions of any kind whatsoever (ii“Liens”), other than any Permitted Liens, and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares, except as contemplated by this Agreement; (b) such Holder does not beneficially own of record or beneficially, or otherwise have any shares right to acquire, any securities of capital stock of Target other than the Subject Shares reflected Beta except as set forth on Schedule A 1; (excluding shares as to c) such Holder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Holder’s entity power and have been duly authorized by all necessary entity actions on the part of such Holder, and such Holder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full all requisite power and authority to makeexecute and deliver, enter into and carry out the terms of perform its obligations under, this Agreement and the Proxy. (b) Holder hereby represents and warrants that any proxies heretofore given in respect of the Subject Shares with respect to the matters described in Section 3 hereof are not irrevocable, and Holder hereby revokes any and all prior proxies with respect to such Subject Shares as they relate to such matters. Prior to the Expiration Date, Holder shall not directly or indirectly grant any proxies or powers of attorney with respect to the matters set forth in Section 3 hereof (other than to Parent), deposit any of the Subject Shares or enter into a voting agreement (other than this Agreement) with respect to any of the Subject Shares relating to any matter described in Section 3. (c) Holder shall not, and shall cause its Affiliates and its and their authorized representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage any proposal that constitutes, or could reasonably be expected to lead to, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or this Agreement or the Merger Agreement and consummate the transactions contemplated hereby and thereby to, or afford access to any of the properties, books or records of Holder, Target or Target’s subsidiaries to, any Person with respect to any Alternative Transaction, (iii) approve, endorse, recommend or vote for (or consent to) any Alternative Transaction or (iv) enter into any agreement or agreement in principle with any Person with respect to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of this Agreement apply solely to Holder when acting in his or its capacity as a shareholder of Target and not when acting or purporting to act as a representative or an officer or director of Target (it being understood that Target has separate and independent obligations to Parent and Merger Sub under the Merger Agreement, including, without limitation, Section 5.2 thereof); and (ii) none of the provisions of this Agreement shall be construed to prohibit, limit or restrict Holder from exercising Holder’s fiduciary duties to Target and/or its shareholders by voting or taking any other action whatsoever in Holder’s capacity as a director or officer of Target.hereby; (d) this Agreement has been duly and validly executed and delivered by such Holder understands and, assuming the due authorization, execution and acknowledges delivery hereof by Omega Parent and Omega, constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms, except as enforcement may be limited by general principles of equity (whether applied in a court of law or a court of equity) and by bankruptcy, insolvency, and similar Laws affecting creditors’ rights and remedies generally; (e) the execution and delivery of this Agreement by such Holder does not, and the performance by such Holder of its obligations hereunder and the compliance by such Holder with any provisions hereof will not, violate or conflict with, result in a material breach of, constitute a default (or an event that Parent with notice or lapse of time or both would become a material default) under, give to others any rights of termination, amendment, acceleration, or cancellation of, or result in the creation of a Lien (other than a Permitted Lien) on any Shares pursuant to (A) any agreement, instrument, note, bond, mortgage, contract, lease, license, permit, or other obligation or arrangement, (B) any order, arbitration award, judgment, or decree to which such Holder is entering into a party or by which such Holder or any Shares is bound, (C) any Law to which such Holder or any Shares is subject, or (D) any charter, bylaw or other organizational document of such Holder; (f) the Merger execution and delivery of this Agreement in reliance upon Holder’s executionby such Holder does not, delivery and the performance of this Agreement by such Holder does not and will not, require any consent, approval, authorization, or permit of, or filing with or notification to, any Person, including any Governmental Entity by such Holder except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations, or permits, or to make such filings or notifications, would not (and would not reasonably be expected to) prevent, delay or impair the performance by such Holder of its obligations under this Agreement; (h) there is no action pending against, or, to the knowledge (after reasonable inquiry) of such Holder, threatened in writing against such Holder or any Shares before or by any Person, including any Governmental Entity, that would (or that would reasonably be expected to) prevent, delay or impair the consummation by such Holder of the transactions contemplated by this Agreement, or otherwise impair such Holder’s ability to perform its obligations hereunder; and (i) no Affiliate of such Holder other than the Holders party to this Agreement holds any securities of Beta; provided, however, that this clause (i) shall not apply to Xxxxxxxxx Partners LLC – Series A (“Xxxxxxxxx”).

Representations, Warranties and Covenants of Holder. (a) The Holder --------------------------------------------------- hereby represents, warrants and covenants to Acquiror that agrees as follows: 9.1 Holder (i) is the beneficial owner of the Subject Shares reflected on Schedule Aknowledgeable, which at the date of this Agreement sophisticated and at all times up until the Expiration Date will be free experienced in making, and clear of any liens, claims, options, charges or other encumbrances; (ii) does not beneficially own any shares of capital stock of Target other than the Subject Shares reflected on Schedule A (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority is qualified to make, enter into and carry out decisions with respect to investments in the terms of this Agreement Warrant and the Proxy.Warrant Shares, and has reviewed and considered all information it deems relevant in making an informed decision to purchase these securities; (b) 9.2 Holder hereby is acquiring the Warrant and Warrant Shares for its own account for investment only and with no present intention of distributing any such securities or any arrangement or understanding with any other persons regarding the distribution of such securities; 9.3 Holder understands that the Warrant and Warrant Shares are "restricted securities" under the federal securities laws inasmuch as they are being acquired from Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection Holder represents that it is familiar with Rule 144 under the Act, and warrants understands the resale limitations imposed thereby and by the Act; 9.4 Holder qualifies as an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Act; and 9.5 Holder understands that any proxies heretofore given certificates evidencing the Warrant Shares shall bear a legend in respect the following form: "These securities have not been registered under the Securities Act of 1933, as amended (the Subject Shares "Act"). They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the matters described in Section 3 hereof are not irrevocablesecurities under such Act or, and Holder hereby revokes any and all prior proxies with respect if requested by Company, an opinion of counsel reasonably satisfactory to such Subject Shares as they relate to such matters. Prior to the Expiration Date, Holder shall not directly or indirectly grant any proxies or powers of attorney with respect to the matters set forth in Section 3 hereof (other than to Parent), deposit any of the Subject Shares or enter into a voting agreement (other than this Agreement) with respect to any of the Subject Shares relating to any matter described in Section 3. (c) Holder shall not, and shall cause its Affiliates Company and its and their authorized representatives counsel, that such registration is not to, directly or indirectly, (i) solicit, initiate or knowingly encourage any proposal that constitutes, or could reasonably be expected to lead to, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or this Agreement or the Merger Agreement and the transactions contemplated hereby and thereby to, or afford access to any of the properties, books or records of Holder, Target or Target’s subsidiaries to, any Person with respect to any Alternative Transaction, (iii) approve, endorse, recommend or vote for (or consent to) any Alternative Transaction or (iv) enter into any agreement or agreement in principle with any Person with respect to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of this Agreement apply solely to Holder when acting in his or its capacity as a shareholder of Target and not when acting or purporting to act as a representative or an officer or director of Target (it being understood that Target has separate and independent obligations to Parent and Merger Sub required under the Merger Agreement, including, without limitation, Section 5.2 thereof); and (ii) none of the provisions of this Agreement shall be construed to prohibit, limit or restrict Holder from exercising Holder’s fiduciary duties to Target and/or its shareholders by voting or taking any other action whatsoever in Holder’s capacity as a director or officer of Targetsuch Act. (d) Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Holder’s execution, delivery and performance of this Agreement."

Representations, Warranties and Covenants of Holder. (a) Holder hereby represents, warrants and covenants to Acquiror the Company that Holder Holder, together with Holder’s Affiliates and Associates (each term as defined below), as of the date of this Agreement (i) is the beneficial owner of the Subject Shares reflected shares of Common Stock reported by Holder on Schedule A, which at 13D/A filed on the date of this Agreement hereof and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances; (ii) does not own of record or beneficially own any shares of capital stock of Target the Company other than the Subject Shares reflected shares of Common Stock reported by Holder on Schedule 13D/A (excluding shares as filed on the date hereof. Holder hereby represents, warrants and covenants to which the Company that Holder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full the legal capacity, power and authority to make, enter into and carry out the terms perform all of Holder’s obligations under this Agreement (including under the Proxy), and that this Agreement (including the Proxy) has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the Proxy. relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. Holder hereby represents and warrants further acknowledges that any proxies heretofore given in respect the Company has, by action of its Board of Directors (or a committee thereof) on or about April 20, 2010, granted to Holder an exemption covering purchases from the date hereof through November 1, 2010 from the operation of the Subject Company’s Amended and Restated Stockholder Rights Plan with respect to Holder’s purchase of up to 20% of the outstanding shares of Common Stock (the “Exempt Shares”). Holder covenants that, in the event that Holder (or its Affiliate or Associates) elects to purchase all or a portion of the Exempt Shares to which they are entitled, all such Exempt Shares shall be purchased no later than November 1, 2010. To the extent that Holder (or its Affiliates and Associates) purchases any Exempt Shares, Holder represents, warrants and covenants that (i) it shall make, on a timely basis, all regulatory and other filings that may be required (including the filing of Forms 13D or 13E) with respect to the matters described in Section 3 hereof are not irrevocable, and Holder hereby revokes any and all prior proxies with respect to purchase of such Subject Exempt Shares as they relate to such matters. Prior to the Expiration Date, Holder shall not directly or indirectly grant any proxies or powers of attorney with respect to the matters set forth in Section 3 hereof (other than to Parent), deposit any of the Subject Shares or enter into a voting agreement (other than this Agreement) with respect to any of the Subject Shares relating to any matter described in Section 3. (c) Holder shall not, and shall cause its Affiliates and its and their authorized representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage any proposal that constitutes, or could reasonably be expected to lead to, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or this Agreement or the Merger Agreement and the transactions contemplated hereby and thereby to, or afford access to any of the properties, books or records of Holder, Target or Target’s subsidiaries to, any Person with respect to any Alternative Transaction, (iii) approve, endorse, recommend or vote for (or consent to) any Alternative Transaction or (iv) enter into any agreement or agreement in principle with any Person with respect to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of this Agreement apply solely to Holder when acting in his or its capacity as a shareholder of Target and not when acting or purporting to act as a representative or an officer or director of Target (it being understood that Target has separate and independent obligations to Parent and Merger Sub under the Merger Agreement, including, without limitation, Section 5.2 thereof); and (ii) none its purchase of Exempt Shares will not constitute a “tender offer” under Regulation 14D of the provisions Securities Exchange Act of this Agreement 1934, as amended, and shall be construed to prohibiteffected in compliance with all applicable laws, limit or restrict Holder from exercising Holder’s fiduciary duties to Target and/or its shareholders by voting or taking any other action whatsoever in Holder’s capacity as a director or officer of Targetincluding federal and state securities laws. (d) Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Holder’s execution, delivery and performance of this Agreement.

Representations, Warranties and Covenants of Holder. (a) Holder hereby represents, warrants and covenants to Acquiror Parent and Company that Holder (i) is the beneficial owner of the Subject Shares reflected on Schedule AShares, which which, at the date of this Agreement and at all times up until the earlier to occur of (A) the Effective Time and (B) the Expiration Date Date, will be free and clear of any liens, claims, options, charges or Encumbrances (other encumbrances; than those created by this Agreement and the CRT Agreement and the Series C Plan) and (ii) as of the date hereof does not own of record or beneficially own any shares of outstanding capital stock of Target the Company other than the Subject Shares reflected on Schedule A (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable lawLaw); and (iii) has full power and authority to make, enter into and carry out . Other than the terms of this CRT Agreement and the ProxySeries C Plan, there are no other agreements or arrangements of any kind, contingent or otherwise, to which Holder is a party obligating Holder to Transfer or cause to be Transferred to any Person any of the Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Shares other than Parent. (b) This Agreement has been duly and validly authorized, executed and delivered by Holder hereby represents and warrants that any proxies heretofore given constitutes a valid and binding agreement of Holder, enforceable against Holder in respect accordance with its terms, subject to (x) laws of the Subject Shares with respect to the matters described in Section 3 hereof are not irrevocable, and Holder hereby revokes any and all prior proxies with respect to such Subject Shares as they relate to such matters. Prior to the Expiration Date, Holder shall not directly or indirectly grant any proxies or powers of attorney with respect to the matters set forth in Section 3 hereof (other than to Parent), deposit any of the Subject Shares or enter into a voting agreement (other than this Agreement) with respect to any of the Subject Shares general application relating to any matter described in Section 3bankruptcy, insolvency and the relief of debtors and (y) rules of law governing specific performance, injunctive relief and other equitable remedies. (c) The execution, delivery, and performance by Holder shall of this Agreement will not (i) violate any provision of applicable Law to which such Holder is subject, (ii) violate any Order, judgment, or decree applicable to Holder, or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which Holder is a party or, if Holder is not a natural person, any term or condition of its articles of incorporation, bylaws or comparable organizational or trust documents, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on Holder’s ability to satisfy its obligations hereunder. (d) The execution and delivery by Holder of this Agreement does not, and shall cause its Affiliates and its and their authorized representatives not the performance of Holder’s obligations hereunder will not, require Holder to obtain any consent (other than any consent from Holder’s spouse, if any, which consent has been obtained), approval, authorization or permit of, or to make any filing with or notification to, directly any Person or indirectlyGovernmental Authority, except such filings and authorizations as may be required under the Exchange Act. (ie) solicitNone of the Shares is or will be subject to any voting trust, initiate proxy or knowingly encourage other agreement, arrangement or restriction with respect to voting, in each case that is inconsistent with this Agreement. None of the Shares is subject to any proposal pledge or similar agreement. (f) There is no legal proceeding pending (or, to the knowledge of the Holder, being threatened) against Holder that constitutesmaterially and adversely affects, or could reasonably be expected to lead tomaterially and adversely affect, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide the Holder’s ability to consummate any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or of the transactions contemplated by this Agreement or to perform any of its covenants and agreements under this Agreement. There is no Order to which Holder is subject that materially and adversely affects, or could reasonably be expected to materially and adversely affect, Holder’s ability to consummate any of the transactions contemplated by this Agreement or to perform any of its covenants and agreements under this Agreement. (g) Holder or its representatives have received and reviewed the Merger Agreement. (h) Notwithstanding Section 4(g) hereof, Holder has not been involved with the negotiations of, or any other discussions with any third party related to, the transactions contemplated by the Merger Agreement. (i) Company, Parent, Merger Sub and Holder (in its capacity as a stockholder of the Company and/or signatory to this Agreement) shall not make any public announcements regarding this Agreement and the transactions contemplated hereby that are inconsistent with the public statements made by the Company and Parent in connection with this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby tothereby, or afford access to any without the prior written consent of the properties, books or records of Holder, Target or Target’s subsidiaries to, any Person with respect to any Alternative Transaction, (iii) approve, endorse, recommend or vote for (or consent to) any Alternative Transaction or (iv) enter into any agreement or agreement in principle with any Person with respect to an Alternative TransactionParent and Company. Notwithstanding anything to the contrary contained in this Agreement, Holder hereby (i) consents to and authorizes the provisions publication and disclosure by Company, Parent and their respective Affiliates of its identity and beneficial ownership of the Shares and the nature of its commitments and obligations under this Agreement apply solely in any disclosure required by the SEC or other Governmental Authority; provided, that Company and Parent shall provide Holder and its counsel reasonable opportunity to Holder when acting in his or its capacity as a shareholder of Target review and not when acting or purporting comment thereon, and shall give reasonable consideration to act as a representative or an officer or director of Target (it being understood that Target has separate and independent obligations to Parent and Merger Sub under the Merger Agreementany such comments, including, without limitation, Section 5.2 thereof); and (ii) none agrees promptly to give to Company and Parent any information it may reasonably require for the preparation of any such disclosure documents. Company and Parent consent to and authorize the publication and disclosure by Holder of the provisions nature of its commitments and obligations under this Agreement shall and such other matters as may be construed to prohibit, limit or restrict Holder from exercising Holder’s fiduciary duties to Target and/or its shareholders by voting or taking any other action whatsoever required in Holder’s capacity as a director or officer of Target. (d) Holder understands and acknowledges that Parent is entering into connection with the Merger Agreement in reliance upon Holder’s executionany Form 4, delivery Schedule 13D, Schedule 13G or other disclosure required by the SEC or other Governmental Authority to be made by Holder in connection with the Merger; provided, that Holder shall provide Company, Parent and performance of this Agreementtheir respective counsel reasonable opportunity to review and comment thereon, and Holder shall give reasonable consideration to any such comments.

Representations, Warranties and Covenants of Holder. The Holder represents and warrants to, and covenants with, the Company, as follows: (a) The Holder hereby representsis acquiring the Shares for investment for its own account, warrants and covenants to Acquiror that Holder (i) is the beneficial owner it will not make any sale, transfer or other disposition thereof in violation of the Subject Shares reflected on Schedule ASecurities Act, which at the date General Rules and Regulations (the "Rules and Regulations") of this Agreement and at all times up until the Expiration Date will be free and clear of Commission promulgated thereunder, or any liens, claims, options, charges or other encumbrances; (ii) does not beneficially own any shares of capital stock of Target other than the Subject Shares reflected on Schedule A (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxysecurities laws. (b) The Holder hereby represents and warrants has been advised that any proxies heretofore given the Shares have not been registered under the Securities Act in respect reliance upon the exemptions from the registration provisions of the Subject Securities Act provided by Section 4(2) thereof. It has also been advised that under current law the Shares with respect may not be sold, transferred or otherwise disposed of (and it hereby agrees that the Shares will not be sold, transferred or otherwise disposed of) unless (i) the Shares have been registered under the Securities Act or (ii) subject to Paragraph 4(c) above, prior thereto, there is delivered to the matters described Company (a) a written opinion in Section 3 hereof are not irrevocable, form and Holder hereby revokes any and all prior proxies with respect to such Subject Shares as they relate to such matters. Prior substance reasonably satisfactory to the Expiration DateCompany, or its counsel or counsel for the Holder shall not directly or indirectly grant any proxies or powers of attorney with respect acceptable to the matters set forth in Section 3 hereof Company, or (other than to Parent), deposit any b) a copy of a letter from the staff of the Subject Shares or enter into a voting agreement (other than this Agreement) Commission, to the effect that the proposed transaction may be effected without compliance with respect to any the registration provisions of the Subject Shares relating to any matter described in Section 3Securities Act including, without limitation, by virtue of compliance with Rule 144 of the Rules and Regulations ("Rule 144"). (c) The Holder shall nothas carefully read this Agreement and has had the opportunity to discuss with its legal counsel any requirements and other applicable restrictions (legal and contractual) set forth herein, and shall cause its Affiliates and its and their authorized representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage any proposal that constitutesin the Securities Act, or could reasonably be expected to lead toin the Rules and Regulations, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or this Agreement or the Merger Agreement and the transactions contemplated hereby and thereby to, or afford access to any of the properties, books or records of Holder, Target or Target’s subsidiaries to, any Person with respect to any Alternative Transactionthe sale, (iii) approve, endorse, recommend transfer or vote for (or consent to) any Alternative Transaction or (iv) enter into any agreement or agreement in principle with any Person with respect to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of this Agreement apply solely to Holder when acting in his or its capacity as a shareholder of Target and not when acting or purporting to act as a representative or an officer or director of Target (it being understood that Target has separate and independent obligations to Parent and Merger Sub under the Merger Agreement, including, without limitation, Section 5.2 thereof); and (ii) none other disposition of the provisions of this Agreement shall be construed to prohibit, limit or restrict Holder from exercising Holder’s fiduciary duties to Target and/or its shareholders by voting or taking any other action whatsoever in Holder’s capacity as a director or officer of TargetShares. (d) The Holder understands that unless a sale, transfer or other disposition by it of the Shares has been registered under the Securities Act or is made in conformity with the provisions of Rule 144, the Company reserves the right to require the Holder's transferee to enter into an agreement with respect to such Shares substantially similar hereto, to put an appropriate legend on the stock certificates issued to such transferee, and acknowledges that Parent is entering into the Merger Agreement in reliance upon Holder’s execution, delivery and performance of this Agreementto issue stop transfer instructions to its transfer agent with respect thereto.

Representations, Warranties and Covenants of Holder. (a) Each Holder hereby represents, warrants and covenants to Acquiror that Parent and Merger Sub as follows: (a) except as set forth on Schedule 1, such Holder (i) is the record and beneficial owner of the Subject number of Shares reflected indicated opposite such Holder’s name on Schedule A1, which at the date of this Agreement and at all times up until the Expiration Date will be own any New Shares, free and clear of any liens, claims, pledges, grants, hypothecations, obligations, options, charges or other encumbrances; encumbrances or restrictions of any kind whatsoever (ii“Liens”), other than any Permitted Liens, and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares, except as contemplated by this Agreement; (b) such Holder does not beneficially own of record or beneficially, or otherwise have any shares right to acquire, any securities of capital stock of Target other than the Subject Shares reflected Company except as set forth on Schedule A 1; (excluding shares as to c) such Holder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Holder’s entity power and have been duly authorized by all necessary entity actions on the part of such Holder, and such Holder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full all requisite power and authority to makeexecute and deliver, enter into and carry out the terms of perform its obligations under, this Agreement and the Proxy. (b) Holder hereby represents and warrants that any proxies heretofore given in respect of the Subject Shares with respect to the matters described in Section 3 hereof are not irrevocable, and Holder hereby revokes any and all prior proxies with respect to such Subject Shares as they relate to such matters. Prior to the Expiration Date, Holder shall not directly or indirectly grant any proxies or powers of attorney with respect to the matters set forth in Section 3 hereof (other than to Parent), deposit any of the Subject Shares or enter into a voting agreement (other than this Agreement) with respect to any of the Subject Shares relating to any matter described in Section 3. (c) Holder shall not, and shall cause its Affiliates and its and their authorized representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage any proposal that constitutes, or could reasonably be expected to lead to, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or this Agreement or the Merger Agreement and consummate the transactions contemplated hereby and thereby to, or afford access to any of the properties, books or records of Holder, Target or Target’s subsidiaries to, any Person with respect to any Alternative Transaction, (iii) approve, endorse, recommend or vote for (or consent to) any Alternative Transaction or (iv) enter into any agreement or agreement in principle with any Person with respect to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of this Agreement apply solely to Holder when acting in his or its capacity as a shareholder of Target and not when acting or purporting to act as a representative or an officer or director of Target (it being understood that Target has separate and independent obligations to Parent and Merger Sub under the Merger Agreement, including, without limitation, Section 5.2 thereof); and (ii) none of the provisions of this Agreement shall be construed to prohibit, limit or restrict Holder from exercising Holder’s fiduciary duties to Target and/or its shareholders by voting or taking any other action whatsoever in Holder’s capacity as a director or officer of Target.hereby; (d) this Agreement has been duly and validly executed and delivered by such Holder understands and, assuming the due authorization, execution and acknowledges delivery hereof by Parent and Merger Sub, constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms, except as enforcement may be limited by general principles of equity (whether applied in a court of law or a court of equity) and by bankruptcy, insolvency, and similar Laws affecting creditors’ rights and remedies generally; (e) the execution and delivery of this Agreement by such Holder does not, and the performance by such Holder of its obligations hereunder and the compliance by such Holder with any provisions hereof will not, violate or conflict with, result in a material breach of, constitute a default (or an event that Parent with notice or lapse of time or both would become a material default) under, give to others any rights of termination, amendment, acceleration, or cancellation of, or result in the creation of a Lien (other than a Permitted Lien) on any Shares pursuant to (A) any agreement, instrument, note, bond, mortgage, contract, lease, license, permit, or other obligation or arrangement, (B) any order, arbitration award, judgment, or decree to which such Holder is entering into a party or by which such Holder or any Shares is bound, (C) any Law to which such Holder or any Shares is subject, or (D) any charter, bylaw or other organizational document of such Holder; (f) the Merger execution and delivery of this Agreement in reliance upon Holder’s executionby such Holder does not, delivery and the performance of this Agreement by such Holder does not and will not, require any consent, approval, authorization, or permit of, or filing with or notification to, any Person, including any Governmental Authority by such Holder except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations, or permits, or to make such filings or notifications, would not (and would not reasonably be expected to) prevent, delay or impair the performance by such Holder of its obligations under this Agreement; and (h) there is no action pending against, or, to the knowledge (after reasonable inquiry) of such Holder, threatened in writing against such Holder or any Shares before or by any Person, including any Governmental Authority, that would (or that would reasonably be expected to) prevent, delay or impair the consummation by such Holder of the transactions contemplated by this Agreement, or otherwise impair such Holder’s ability to perform its obligations hereunder.

Representations, Warranties and Covenants of Holder. If Holder is a Stockholder, an Optionholder holding in-the-money Company Options or a Warrantholder holding in-the-money Company Warrants (a) each, a “Participating Holder”), Holder hereby represents, warrants and covenants covenants, as of the Effective Date, to Acquiror that as follows: 1.1 Holder has (a) prior to entering into this Agreement and delivering his, her or its written consent approving the Transactions in the form attached hereto as Exhibit A (the “Written Consent”), received a copy of the Merger Agreement and familiarized himself, herself or itself with the terms and conditions contained therein, including, without limitation, provisions relating to post-Closing adjustments to the consideration owed to the Participating Holders under the Merger Agreement (the “Merger Consideration”), the payment and allocation of the consideration to be paid to the Participating Holders, the indemnification obligations of each Indemnifying Party, the withholding of the amounts constituting the Indemnification Holdback Amount and the Adjustment Holdback Amount, the appointment of Holders’ Representative to perform the functions on behalf of the Participating Holders as set forth in the Merger Agreement, and the indemnification of Holders’ Representative; (b) not otherwise relied on any Person (other than Holder’s personal attorney, tax or financial advisor) in connection with Holder’s investigation of the accuracy or sufficiency of the information provided in the Information Statement circulated herewith, or his, her or its decision to approve the Transactions, enter into this Agreement or otherwise; and (c) in accordance with Sections 228(a) and 228(c) of the DGCL, irrevocably with respect to all shares of capital stock consented in writing to the adoption and approval of the Written Consent. 1.2 Holder (iif Holder is a Stockholder) is the beneficial or record owner of, or exercises voting power over, that number of shares of Company Capital Stock set forth on the signature page hereto (all such shares owned beneficially or of record by Holder, or over which Holder exercises voting power, on the Effective Date, collectively, the “Shares”). The Shares constitute Holder’s entire interest in the outstanding shares of the Subject capital stock of the Company and Holder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of the Company. Holder has sole right to vote and execute stockholder written consents and sole power of disposition and sole power to agree and to issue instructions with respect to all Shares reflected and the other matters contemplated herein, with no restrictions on Schedule A, which at the date Holder’s right and powers of voting or disposition pertaining thereto and no Person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares. The Shares are and will be at all times up until the Expiration Date will be Time (as defined below) free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Holder’s voting rights, charges and other encumbrances of any nature that could adversely affect the Merger, the Merger Agreement or other encumbrances; (ii) does not beneficially own any shares of capital stock of Target other than the Subject Shares reflected on Schedule A (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. (b) Holder hereby represents and warrants that any proxies heretofore given in respect exercise or fulfillment of the Subject Shares with respect to the matters described in Section 3 hereof are not irrevocable, rights and Holder hereby revokes any and all prior proxies with respect to such Subject Shares as they relate to such matters. Prior to the Expiration Date, Holder shall not directly or indirectly grant any proxies or powers of attorney with respect to the matters set forth in Section 3 hereof (other than to Parent), deposit any obligations of the Subject Shares or enter into a voting agreement (other than this Agreement) with respect to any of the Subject Shares relating to any matter described in Section 3. (c) Holder shall notCompany, and shall cause its Affiliates and its and their authorized representatives not toAcquiror, directly or indirectly, (i) solicit, initiate or knowingly encourage any proposal that constitutes, or could reasonably be expected to lead to, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or Holder under this Agreement or the Merger Agreement Agreement. Holder’s principal residence or place of business is set forth on the signature page hereto. As used herein, the term “Expiration Time” shall mean the earliest occurrence of (a) the Effective Time, (b) the date and the transactions contemplated hereby and thereby to, or afford access to any time of the properties, books or records valid termination of Holder, Target or Target’s subsidiaries to, any Person with respect to any Alternative Transaction, (iii) approve, endorse, recommend or vote for (or consent to) any Alternative Transaction or (iv) enter into any agreement or agreement in principle with any Person with respect to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of this Agreement apply solely to Holder when acting in his or its capacity as a shareholder of Target and not when acting or purporting to act as a representative or an officer or director of Target (it being understood that Target has separate and independent obligations to Parent and Merger Sub under the Merger Agreement, including, without limitation, Section 5.2 thereof); and (ii) none of the provisions of this Agreement shall be construed to prohibit, limit or restrict Holder from exercising Holder’s fiduciary duties to Target and/or its shareholders by voting or taking any other action whatsoever in Holder’s capacity as a director or officer of Target. (d) Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon accordance with its terms, (c) such date and time designated by Acquiror in a written notice to Holder’s execution, delivery and performance (d) termination of this AgreementAgreement by mutual consent of the parties hereto.

Representations, Warranties and Covenants of Holder. By accepting this Note, Holder represents and warrants to the Company, and agrees, as follows: (a) The principal address of Holder hereby represents, warrants and covenants to Acquiror that Holder (i) is the beneficial owner outside of the Subject Shares reflected on Schedule AUnited States, which at the date of this Agreement and at all times up until the Expiration Date will be free Holder is not a U.S. Person as such term is defined and clear of any liens, claims, options, charges or other encumbrances; (ii) does not beneficially own any shares of capital stock of Target other than the Subject Shares reflected on Schedule A (excluding shares as to which Holder currently disclaims beneficial ownership used in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy.Regulation S. (b) Holder hereby represents and warrants that any proxies heretofore given At the time the “buy” order was originated in respect of Holder’s acquisition of this Note, Holder was outside of the Subject Shares with respect to the matters described in Section 3 hereof are not irrevocableU.S., and Holder hereby revokes any and all prior proxies with respect to such Subject Shares is outside the U.S. as they relate to such matters. Prior to the Expiration Date, Holder shall not directly or indirectly grant any proxies or powers of attorney with respect to the matters set forth in Section 3 hereof (other than to Parent), deposit any of the Subject Shares or enter into a voting agreement (other than this Agreement) with respect to any date of the Subject Shares relating execution and delivery of this Note by Holder. No offer to any matter described in Section 3acquire this Note was made to Holder or its representatives inside the United States. (c) Holder shall not, and shall cause its Affiliates and its and their authorized representatives not to, directly or indirectly, (iis an accredited “investor” within the meaning of Rule 501(a) solicit, initiate or knowingly encourage any proposal that constitutes, or could reasonably be expected to lead to, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or this Agreement or the Merger Agreement and the transactions contemplated hereby and thereby to, or afford access to any of the properties, books or records of Holder, Target or Target’s subsidiaries to, any Person with respect to any Alternative Transaction, (iii) approve, endorse, recommend or vote for (or consent to) any Alternative Transaction or (iv) enter into any agreement or agreement in principle with any Person with respect to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of this Agreement apply solely to Holder when acting in his or its capacity as a shareholder of Target and not when acting or purporting to act as a representative or an officer or director of Target (it being understood that Target has separate and independent obligations to Parent and Merger Sub under the Merger Agreement, including, without limitation, Section 5.2 thereof); and (ii) none of the provisions of this Agreement shall be construed to prohibit, limit or restrict Holder from exercising Holder’s fiduciary duties to Target and/or its shareholders by voting or taking any other action whatsoever in Holder’s capacity as a director or officer of TargetSecurities Act. (d) Holder is acquiring this Note for his/her/its own account, not on behalf or for the account of any U.S. Person, and the purchase of this Note has not been pre-arranged with a purchaser in the U.S. (e) The Holder will make all resales of this Note only outside of the United States in compliance with Regulation S, or pursuant to a registration statement under the Securities Act, or pursuant to an available exemption from registration under the Securities Act. Specifically, Holder will not resell this Note to any U.S. Person or within the United States prior to the expiration of one year (the “Distribution Compliance Period”) after the closing of the offering to which this Note relates, except pursuant to registration under the Securities Act or an exemption from registration under the Securities Act. (f) Holder will not engage in any hedging transactions with respect to this Note or the Common Stock of the Company at any time prior to the expiration of the Distribution Compliance Period, except in compliance with the Securities Act. (g) The Company is and will be relying on the truth and accuracy of Holder’s representations, warranties, agreements, acknowledgements and understandings as set forth herein, in order to determine the applicability of such exemptions and the suitability of Holder and his/her/its acquisition of the Note. (h) Holder has been furnished with, or has acquired, copies of all of the documents filed by the Company with the United States Securities and Exchange Commission during the twelve months prior to the date hereof, as well as all other documents made available by the Company for public dissemination during the same period, including, but not limited to, press releases, and Holder has been provided all necessary and appropriate information about the Company to make an informed investment decision with respect to the acquisition of this Note. (i) Holder has sufficient knowledge and experience in financial and business matters and is capable of evaluating the risks and merits of Holder’s investment in the Company; Holder has been provided the opportunity to make all necessary and appropriate inquiries of the Company regarding Company’s business and associated risks, and Company has complied with all such requests; and Holder is able financially to bear the risk of losing Holder’s full investment in this Note. (j) The Note is being acquired in a transaction not involving a public offering within the United States within the meaning of the Securities Act, and Holder understands that this Note has not been and will not be registered under the Securities Act or registered or qualified under any the securities laws of any state or other jurisdiction and cannot be resold or otherwise transferred unless it is registered under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available. Prior to any proposed transfer of this Note, Holder shall, among other things, give written notice to the Company of Holder’s intention to effect such transfer, identifying the transferee and describing the manner of the proposed transfer and, if requested by the Company, accompanied by (i) investment representations by the transferee similar to those made by Holder in this Section 10 and (ii) an opinion of counsel satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act and without registration or qualification under applicable state or other securities laws. (k) Holder understands that no U.S. federal or state government or agency has passed on or made any recommendation or endorsement of offering for sale or the sale of this Note. (l) Holder acknowledges that Parent there is entering into no restriction imposed hereby upon the Merger Agreement Company in reliance upon Holder’s executionrespect of the incurring by the Company of additional debt or the issuance by the Company of additional debt or equity securities, delivery and performance of this Agreementor otherwise.