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

Representations, Warranties and Covenants of Shareholder. The Shareholder represents and warrants to, and agrees with, Archstone that: (a) this Agreement has been duly executed and delivered by the Shareholder and constitutes a valid and legally binding obligation of the Shareholder enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (b) the Shareholder is not subject to or obligated under any provision of (i) any contract, (ii) any license, franchise or permit or (iii) any law, regulation, order, judgment or decree that would be breached or violated by the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, which breach or violation would materially and adversely affect the Shareholder's ability to perform any of her obligations under this Agreement; (c) no authorization, consent or approval of, or any filing with, any public body or authority is necessary for consummation by the Shareholder of the transactions contemplated by this Agreement, other than where the failure to make such filings or obtain such authorizations, consents or approvals would not materially and adversely affect the Shareholder's ability to perform her obligations under this Agreement; (d) as of the date of this Agreement, the Securities beneficially owned by the Shareholder consist of the shares of Common Stock and the Units set forth on Schedule 1; (e) on the date hereof the Shareholder has, and the Shareholder will have at all times up to the termination of this Agreement or the earlier purchase by Archstone of her Shares, the unrestricted power to vote her Securities, as applicable; and (f) the Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of any of her Securities or any interests therein, or grant any option or other right with respect thereto, without the prior written consent of Archstone; provided, however, that nothing herein shall prevent (i) the sale, transfer, hypothecation, pledge, encumbrance, or other disposition of any of such Securities, provided that the purchaser, transferee, or pledgee thereof agrees in writing, prior to such sale, transfer, hypothecation, pledge, encumbrance or other disposition, to be bound by the terms of this Agreement or (ii) the continuance of current pledges of the Securities in effect on the date hereof.

Representations, Warranties and Covenants of Shareholder. The Shareholder represents represents, warrants and warrants to, and agrees with, Archstone thatcovenants as follows: (a) Shareholder has full power and authority to execute this Agreement has been duly executed Agreement, to make the representations, warranties and delivered by the Shareholder covenants herein contained and constitutes a valid and legally binding obligation of the Shareholder enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity;perform Shareholder's obligations hereunder. (b) the Appendix A attached hereto sets forth all shares of Viking Stock owned by Shareholder, including all Viking Stock as to which Shareholder is not subject has sole or shared voting or investment power and all rights and options to or obligated under any provision of (i) any contract, (ii) any license, franchise or permit or (iii) any law, regulation, order, judgment or decree that would be breached or violated by the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, which breach or violation would materially and adversely affect the Shareholder's ability to perform any of her obligations under this Agreement;acquire Viking Stock. (c) no authorization, consent or approval of, or any filing with, any public body or authority is necessary for consummation by the Shareholder of the transactions contemplated by this Agreement, other than where the failure to make such filings or obtain such authorizations, consents or approvals would not materially and adversely affect the Shareholder's ability to perform her obligations under this Agreement; (d) as of the date of this Agreement, the Securities beneficially owned by the Shareholder consist of the shares of Common Stock and the Units set forth on Schedule 1; (e) on the date hereof the Shareholder has, and the Shareholder will have at all times up to the termination of this Agreement or the earlier purchase by Archstone of her Shares, the unrestricted power to vote her Securities, as applicable; and (f) the Shareholder will not sell, transfer, hypothecateexchange, pledge, encumber or otherwise dispose of of, or make any offer or agreement relating to any of her Securities the foregoing with respect to, any shares of Giga-tronics Stock that Shareholder may acquire in connection with the Merger, or any interests thereinsecurities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of Giga-tronics being herein sometimes collectively referred to as "Restricted Securities"), or grant any option option, right or other right interest with respect theretoto any Restricted Securities, without the prior written consent of Archstone; provided, however, that nothing herein shall prevent unless (i) such transaction is permitted pursuant to Rule 144 and 145(d) under the Securities Act, (ii) counsel representing Shareholder shall have advised Giga-tronics in a written opinion letter satisfactory to Giga-tronics and Giga-tronics's legal counsel, and upon which Giga-tronics and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer, hypothecation, pledge, encumbrance, or other disposition of any of such Securities, provided that the purchaser, transferee, or pledgee thereof agrees in writing, prior to such sale, transfer, hypothecation, pledge, encumbrance transfer or other disposition, (iii) a registration statement under the Securities Act covering the Giga-tronics Stock proposed to be bound sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the SEC and made effective under the Securities Act, or (iv) an authorized representative of the SEC shall have rendered written advice to Shareholder (sought by Shareholder or counsel to Shareholder, with a copy thereof and all other related communications delivered to Giga-tronics) to the terms effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition if consummated. (d) Notwithstanding any other provision of this Agreement to the contrary, Shareholder will not sell, transfer, exchange, pledge or (ii) the continuance otherwise dispose of, or in any other way reduce Shareholder's risk of current pledges ownership or investment in, or make any offer or agreement relating to any of the Securities in effect on the date hereof.foregoing with respect to any Viking Stock or any rights, options or warrants to purchase Viking Stock, or any

Representations, Warranties and Covenants of Shareholder. The Shareholder represents and warrants to, and agrees with, Archstone Xxxxx that: (a) this Agreement has been duly executed and delivered by the Shareholder and constitutes a valid and legally binding obligation of the Shareholder enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (b) the Shareholder is not subject to or obligated under any provision of (i) any contract, (ii) any license, franchise or permit or (iii) any law, regulation, order, judgment or decree that would be breached or violated by the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, which breach or violation would materially and adversely affect the Shareholder's ability to perform any of her his obligations under this Agreement; (c) no authorization, consent or approval of, or any filing with, any public body or authority is necessary for consummation by the Shareholder of the transactions contemplated by this Agreement, other than where the failure to make such filings or obtain such authorizations, consents or approvals would not materially and adversely affect the Shareholder's ability to perform her his obligations under this Agreement; (d) as of the date of this Agreement, the Securities beneficially owned by the Shareholder consist of the shares of Common Stock and the Units Shares set forth on Schedule 1; (e) on the date hereof the Shareholder has, and the Shareholder will have at all times up to the termination of this Agreement or the earlier purchase by Archstone of her SharesAgreement, the unrestricted power to vote her his Securities, as applicable; and (f) the Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of any of her his Securities or any interests therein, or grant any option or other right with respect thereto, without the prior written consent of Archstone; Xxxxx provided, however, that nothing herein shall prevent (i) the sale, transfer, hypothecation, pledge, encumbrance, or other disposition of any of such Securities, provided that the purchaser, transferee, or pledgee thereof agrees in writing, prior to such sale, transfer, hypothecation, pledge, encumbrance or other disposition, to be bound by the terms of this Agreement or (ii) the continuance of current pledges of the Securities in effect on the date hereof.

Representations, Warranties and Covenants of Shareholder. The Shareholder represents represents, warrants and warrants to, and agrees with, Archstone thatcovenants to Parent as follows: (a) this Agreement has been duly executed and delivered by Shareholder is the Shareholder and constitutes a valid and legally binding obligation Beneficial Owner of the Shareholder enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights Shares and general principles the Options indicated on the signature page of equity;this Agreement. (b) Shareholder does not Beneficially Own any shares of capital stock of the Company or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, other than the Shares and Options set forth on the signature page hereto. (c) Shareholder is not subject has the full power to dispose, vote or obligated under direct the voting of the Shares for and on behalf of all beneficial owners of the Shares. (d) Except as set forth in Schedule 6(d), the Shares are, and at all times up to and including the Expiration Date the Shares will be, unless Transferred in compliance with Section 2, Beneficially Owned by Shareholder, free and clear of any provision rights of first refusal, co-sale rights, security interests, liens, pledges, claims, options, charges, proxies, voting trusts or agreements, understandings or arrangement, or any other encumbrances of any kind or nature (i“Encumbrances”). (e) any contract, (ii) any license, franchise or permit or (iii) any law, regulation, order, judgment or decree that would be breached or violated by the execution, The execution and delivery and performance of this Agreement and the consummation Proxy by Shareholder do not, and Shareholder’s performance of its obligations under this Agreement will not conflict with or violate any order, decree, judgment, statute, law, rule, regulation or agreement applicable to the transactions contemplated herebyShareholder and such Shares or Options, which breach except where such conflict or violation would not, individually or in the aggregate, materially and adversely affect impair the Shareholder's ability of the Shareholder to perform any of her his obligations under this Agreement; (c) no authorization, consent or approval of, or any filing with, any public body or authority is necessary for consummation by the Shareholder of the transactions contemplated by this Agreement, other than where the failure to make such filings or obtain such authorizations, consents or approvals would not materially and adversely affect the Shareholder's ability to perform her obligations under this Agreement; (d) as of the date of this Agreement, the Securities beneficially owned by the Shareholder consist of the shares of Common Stock and the Units set forth on Schedule 1; (e) on the date hereof the Shareholder has, and the Shareholder will have at all times up to the termination of this Agreement or the earlier purchase by Archstone of her Shares, the unrestricted power to vote her Securities, as applicable; andhereunder. (f) the Shareholder will not sellhas all requisite power and authority to make, transfer, hypothecate, pledge, encumber or otherwise dispose of any of her Securities or any interests therein, or grant any option or other right with respect thereto, without the prior written consent of Archstone; provided, however, that nothing herein shall prevent (i) the sale, transfer, hypothecation, pledge, encumbrance, or other disposition of any of such Securities, provided that the purchaser, transferee, or pledgee thereof agrees in writing, prior to such sale, transfer, hypothecation, pledge, encumbrance or other disposition, to be bound by enter into and perform the terms of this Agreement and the Proxy without limitation, qualification or (ii) restriction on such power and authority. Except as expressly contemplated herein, the continuance of current pledges of Shareholder is not a party to, and the Securities Shares are not subject to or bound in effect on any manner by, any contract or agreement relating to the date hereofShares, including without limitation, any voting agreement, option agreement, purchase agreement, shareholders’ agreement, partnership agreement or voting trust.